U.S. 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): January 9, 2003
VENTURENET CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or jurisdiction of incorporation or organization)
33-21481
(Commission File Number)
76-0246940
(I.R.S. Employer Identification Number)
27349 Jefferson Avenue, Suite 200, Temecula, California 92590
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (909) 296-9945
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On January 9, 2002, the Registrant entered into an acquisition agreement with KAWA Beverages Manufacturing and Distributing Co. Under the terms of this agreement, this company agreed to the Registrant a 75% interest in KAWA Beverages in exchange for 3.5% of the current issued and outstanding shares of the Registrant, which equals 1,820,000 restricted shares. This amount will not increase when VNTN authorizes or issues additional shares. In addition, the Registrant agreed to raise within 90 days sufficient working capital to buy manufacturing and packaging equipments from Morpak Systems Technology and secure the advertising of the beverage line.
Under this agreement, the Registrant appointed Ben Driss as President and COO of the acquired company. A salary plus bonus and expenses will be paid on a monthly basis. In the interim an out of pocket expenses in the amount of $2,500 have been paid monthly since November 2002 and will continue until the funding has been completed.
(b) On January 9, 2002, the Registrant entered into an acquisition agreement with Morpak Systems Technology. Under the terms of this agreement, this company agreed to the Registrant a 70% interest in KAWA Beverages in exchange for 3.5% of the current issued and outstanding shares of the Registrant, which equals 1,820,000 restricted shares. This amount will not increase when VNTN authorizes or issues additional shares. In addition, the Registrant agreed to raise a sufficient working capital to support Morpak's infrastructure such as extrusion and lamination, injection molding and hardware, and fill and seal packagers.
Under this agreement, the Registrant appointed Ben Driss as President and COO of the acquired company. A salary plus bonus and expenses will be paid on a monthly basis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial Statements.
The Registrant has determined that these acquisitions must comply with Rule 3.05(b)(1)(iii) of Regulation S-X, and therefore financial statements will be furnished. It is impracticable to provide the required financial statements for this acquired business at the time this Form 8-K is filed; these will be filed as an amendment to this filing not later than 60 days after the filing of this report. Pro forma financial information will also be furnished in connection with this acquisition pursuant to Article 11 of Regulation S-X.
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant to Item 601 of Regulation S-B.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VentureNet Capital Group, Inc.
Dated: January 29, 2003 By: /s/ Michael N. Brette
Michael N. Brette, President
EXHIBIT INDEX
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Number Exhibit Description
2.1 Agreement between the Registrant and KAWA Beverages
Manufacturing and Distribution Co., dated January 9, 2003
(see below).
2.2 Agreement between the Registrant and Morpak Systems
Technology, dated January 9, 2003 (see below).
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EX-2.1
AGREEMENT
KAWA BEVERAGES MANUFACTURING AND DISTRIBUTING CO.
Agreement
This agreement is entered into this day January 9, 2003 by and between KAWA Beverages Manufactuing and Distributing Co. and VentureNet Capital Group, Inc. (VNTN).
Recitals
KAWA Beverages owns formulas, trade secrets and licensed a patent number 6,000,848 for beverage usage under conditions specified in licensing agreement.
VentureNet Capital Group, Inc. (VNTN) is a public company currently on the pink sheets and actively seeks to acquire KAWA Beverages and KAWA Beverages agrees to be acquired on the following terms and conditions:
1. VNTN will own 75% of KAWA Beverages as result of the acquisition VNTN will raise within 90 days a sufficient working capital to buy manufacturing and packaging equipments from Morpak Systems Technology and secure the advertising of the beverage line.
2. Moreover, VNTN will pay as an acquisition price 3.5% of the current issued and outstanding shares of VNTN stock. Said 3.5% would amount 1,820,000 shares. This amount will not increase when VNTN authorizes or issues additional shares.
3. VNTN will appoint the founder of KAWA Beverages Mr. Ben Driss as President and COO of the new Beverage unit. A salary plus bonus and expenses will be paid on the monthly basis (see attached contract). In the interim an out of pocket expenses in the amount of twenty five hundred dollars ($2,500) have been paid monthly since November 2002 and will continue until the funding has been completed.
4. Once the funding has been completed and the working capital is available to KAWA Beverages, VNTN and Ben Driss will have complete control and discretion over the use and licensing of KAWA Beverages.
The parties agree that this contract is a personal executory contract and cannot be assigned to any creditor of either party.
All parties signing this agreement have full power and authority to enter into this contract and to perform all obligations there under.
This contract becomes effective and binding on all parties upon signing.
VentureNet Capital Group, Inc. KAWA Beverages Manufacturing
and Distributing Co.
By: /s/ Michael N. Brette /s/ Ben Driss
Michael N. Brette, President Ben Driss, President
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EX-2.2
AGREEMENT
MORPAK SYSTEMS TECHNOLOGY
Agreement
This agreement is entered into this day January 9, 2003 by and between Morpak Systems Technology and VentureNet Capital Group, Inc. (VNTN).
Recitals
Morpak Systems Technology (MST) owns formulas, trade secrets and a patent number 6,000,848 for fluid packages with closure.
VentureNet Capital Group, Inc. (VNTN) is a public company currently on the pink sheets and actively seeks to acquire Morpak Systems Technology and Morpak Systems Technology agrees to be acquired on the following terms and conditions:
1. VNTN will own 70% of MST, as result of the acquisition VNTN will raise a sufficient working capital to support MST's infrastructure such as- Extrusion & Lamination, Injection Molding and Hardware Division for form, fill and seal packagers defined as Morpak Systems packaging apparatuses.
2. Moreover, VNTN will pay as an acquisition price 3.5% of the current issued and outstanding shares of VNTN stock. Said 3.5% would amount 1,820,000 shares. This amount will not increase when VNTN authorizes or issues additional shares.
3. The patent number 6,000,846 will be assigned to VNTN and MST. VNTN and MST will then become owners of the patent. Once MST is operating royalties in the amount of two cents per unit ($0.02) will be versed to the inventor on the monthly basis. These royalties will be built in the cost of the packaging materials and passed along to distributors.
4. VNTN and MST will appoint Mr. Ben Driss as President and COO of MST. A salary plus bonus and expenses will be paid on the monthly basis (see proposed employment contract).
5. After the total funding of MST by VNTN has been honored, VNTN and MST will have complete control and discretion over the use and licensing of Morpak Systems Technology.
The parties agree that this contract is a personal executory contract and cannot be assigned to any creditor of either party.
All parties signing this agreement have full power and authority to enter into this contract and to perform all obligations there under.
This contract becomes effective and binding on all parties upon signing.
VentureNet Capital Group, Inc. Morpak Systems Technology By: /s/ Michael N. Brette /s/ Ben Driss Michael N. Brette, President Ben Driss, President |