SPINROCKET COM INC
8-K, 2000-05-03
RECORD & PRERECORDED TAPE STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                -------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 2, 2000

                          Commission File No. 333-70663

- --------------------------------------------------------------------------------
                              Spinrocket.com, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                      06-1529524
- -------------------------------               ---------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)


               29 West 57th Street, 9th Floor, New York, NY 10019
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (212) 583-0300


                                CDbeat.com, Inc.
          -------------------------------------------------------------
         (Former name or former address, if changed since last report.)

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Item 5.           Other Events.

                  The Company hereby incorporates by reference herein the
Company's press release dated May 2, 2000 (such press release is filed as
Exhibit 99.1 hereto).


Item 7.           Financial Statements and Exhibits.

         (c) Exhibits. The following document is being filed herewith by the
Company as an exhibit to this Current Report on Form 8-K:

                  99.1   Press release of the Company dated May 2, 2000.


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: May 2, 2000

                                              SPINROCKET.COM, INC.


                                               By: /s/ ROBERT MILLER
                                                   ----------------------------
                                                   President and
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)


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Exhibit No.       Exhibits                                             PAGE NO.

99.1              Press release of the Company dated May 2, 2000.         5



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                                                                    EXHIBIT 99.1

SPINROCKET.COM RAISES $4.1 MILLION IN PRIVATE PLACEMENT

NEW YORK, May 2 /PRNewswire/ -- Spinrocket.com, Inc. (OTC Bulletin Board: SRKT -
NEWS), a B2B online marketing company, announced today that it had successfully
raised $4.1 million (less fees and expenses) in its private placement, and that
the placement has been extended by the Company for an additional thirty days.
The securities offered by the Company have not been registered under the
Securities Act of 1933 and may not be sold in the United States absent
registration or an applicable exemption from the registration requirements.

About Spinrocket

Spinrocket seeks to facilitate the online connection between interested, highly
targeted consumers, on the one hand, and content providers and other third
parties that wish to reach and market to those consumers, on the other. The
Company's software, currently in Beta development, is intended to recognize the
content, subject, data or artist contained on any hard medium (i.e., music CD,
DVD or CD-ROM), or digital file, that is played in a computer, and then offer
the user -- at that moment of peak interest -- the ability to connect online
with the provider of that hard medium, with various other related Internet
sites, and/or with providers of related content. The Company's software
therefore is intended to facilitate the relationship, on a highly targeted and
individualized basis, between consumers and providers. This will permit content
providers and other third parties to identify profiled consumers of their
products, connect with them online, market to them and/or educate them, and
generally evolve their relationship, at the exact moment each consumer is
actively engaged in that subject or content. The Company's service is intended
to provide a significant advantage to content providers, who otherwise typically
have little ability to identify and market to their customers.

Safe Harbor statement under the Private Securities Litigation Reform Act of
1995.

This press release may contain forward-looking statements relating to future
performance, technology and product development that may impact future results
and the future viability of the company. Actual results could be affected or
differ materially from those projected in the forward-looking statements as a
result of various risk factors. More information about factors that potentially
could affect Spinrocket.com's financial results is included in Spinrocket.com's
filings with the Securities and Exchange Commission.



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