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
September 30, 2009
Date of Report
(Date of Earliest Event Reported)
VANHOLT GROUP, LTD.
(Exact Name of Registrant as Specified in its Charter)
SPINNET ACQUISITION CORPORATION
(Former Name of Registrant)
Delaware 0-53256 20-5572611
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5027 Madison Road
Cincinnati, Ohio 45227
(Address of Principal Executive Offices)
1504 R Street, N.W.
Washington, D.C. 20009
(Former Address of Principal Executive Offices)
513/297-0089
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On September 30, 2009, the Registrant issued 1,000,000 shares of its
common stock pursuant to Section 4(2) of the Securities Act of 1933 at a
purchase price of $.0001 per share.
ITEM 5.01 Changes in Control of Registrant
On September 30, 2009, the following events occurred which resulted in
a change of control of the Registrant:
1. 500,000 shares of the total 1,000,000 outstanding shares of common
stock of the Registrant were redeemed at par from the prior shareholders of
the Registrant as follows:
Shares redeemed Shares
remaining
Tiber Creek Corporation 250,000 250,000
IRAA Fin Serv 250,000 250,000
2. The Registrant issued 1,000,000 shares of common stock at par to
the following shareholders in the following amounts representing 66.6% of
the total outstanding 1,500,000 shares of common stock:
Number of Shares Percentage of Class
Jeffrey T. Holtmeier 400,000 26.6%
Mary Smyjunas 600,000 (1) 40.0%
(1) Mary Smyjunas is the wife of J. Robert Smyjunas, the Chief
Executive Officer, President and Secretary of the Registrant.
3. New officers and directors were appointed and elected and the prior
officer and director resigned.
4. The disclosure required by Item 5.01(a)(8) of Form 8-K was
previously filed with the Securities and Exchange Commission on Form 10-12G
on October 2, 2008 as updated by the Annual Report on Form 10-K filed on March
31, 2009, supplemented by the information contained in this report and as
follows:
The Registrant intends to serve as a holding company for business
activities in China. The Registrant anticipates that the first of these
business activities will be a real estate joint venture with a Chinese
information technology company to develop and operate datacenters and
global outsourcing. The Registrant is in negotiation with such Chinese
company but no final terms or agreements have been reached.
The Registrant also intends to develop joint venture opportunities in
China in the energy and technology field. The Registrant has not finalized
any joint venture. The Registrant has no operations nor does it currently
engage in any business activities generating revenues. No assurances can be
given that the Registrant will be able to accomplish its business objectives.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors
On September 30, 2009, James M. Cassidy resigned as the Registrant's
president, secretary and sole director.
On September 30, 2009, the following persons were elected to the Board
of Directors of the Registrant:
Jeffrey T. Holtmeier
J. Robert Smyjunas
On September 30, 2009, the following persons were appointed to the
following offices of the Registrant:
J. Robert Smyjunas Chief Executive Officer, President
and Secretary
Jeffrey T. Holtmeier Vice President and Treasurer
J. Robert Smyjunas serves as the Registrant's Chief Executive Officer,
President, Secretary and a director. In 2004, Mr. Smyjunas was the founder
and is the Chief Executive Officer of Vandercar Holdings, Inc., a commercial/
industrial real estate development firm located in Cincinnati, Ohio.
Vandercar provides development services to large national retailers and
distribution centers with such clients as Walmart, Target, Sams and Home
Depot. Mr. Smyjunas is also a co-founder of a real estate joint venture
engaged in developing data-center parks in China.
Jeffrey T. Holtmeier, serves as the Registrant's Vice President,
Treasurer and chairman of the Board of Directors. In 2004, Mr. Holtmeier
was the founder and is the Chief Executive Officer of GENext, LLC, a holding
company owning subsidiaries engaged in a number of business activities in
China, including technology, consulting and real estate. Mr. Holtmeier has
more than 25 years of successful entrepreneurship and is a recipient of the
prestigious Ernst & Young NASDAQ/USA Today 'Entrepreneur of the Year' award.
There are no agreements or understandings for the above-named officer
or directors to resign at the request of any other person and the above-named
officer and directors are not acting on behalf of nor will act at the direction
of any other person.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws.
On September 30, 2009, the shareholders of the Registrant approved a
change in the name of the Registrant to VanHolt Group, Ltd. and filed an
amendment reflecting such change with the State of Delaware.
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 hereunder duly authorized.
VANHOLT GROUP, LTD. formerly
SPINNET ACQUISITION CORPORATION
Date: October 1, 2009 /s/ James M. Cassidy