8-K

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): September 27, 2002 (September 25, 2001)

RAINWIRE PARTNERS, INC.

Delaware	0-23892	57-0941152
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer ID No.)

Suite 925, 8215 Roswell Road, Atlanta, GA 30350
(Address of principal executive offices)

770-522-8181
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
	SIGNATURES
EX-2.1 MUTUAL AGREEMENT OF TERMINATION

Item 5. Other Events.

     On September 25, 2002, Rainwire Partners, Inc. (“Rainwire”) and Oasis Group, Inc., a Georgia corporation (“Oasis”) mutually terminated the Amended and Restated Plan and Agreement to Exchange Stock dated as of December 19, 2002 (the “Share Exchange Agreement”), whereby Oasis would have become a wholly-owned subsidiary of Rainwire. In addition, on September 25, 2002, Rainwire withdrew its Registration Statement on Form S-4 in connection with the Share Exchange Agreement.

Item 7. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	Not Applicable.
(b)	Pro Forma Financial Information.
	Not Applicable.
(c)	Exhibit
	2.1	Mutual Agreement of Termination by and between Rainwire Partners, Inc. and Oasis Group, Inc., dated as of September 25, 2002.

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 hereto duly authorized.

		RAINWIRE PARTNERS, INC. (Registrant)
Dated: September 27, 2002	By	/s/ Lyne Marchessault
		Lyne Marchessault President

EX-2.1 3 g78529exv2w1.txt EX-2.1 MUTUAL AGREEMENT OF TERMINATION EXHIBIT 2.1 MUTUAL AGREEMENT OF TERMINATION THIS MUTUAL AGREEMENT OF TERMINATION is made and entered into this 26th day of September, 2002, by and between Rainwire Partners, Inc., a Delaware Corporation ("Rainwire"), and Oasis Group, Inc., a Georgia corporation ("Oasis" and together with Rainwire, the "Parties") WHEREAS, the Parties have entered into that certain Amended and Restated Plan and Agreement to Exchange Stock (the "Exchange Agreement"), dated December 19, 2001, whereby the parties intended to effect a reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code; and WHEREAS, the Parties find it in their best interests to terminate the Exchange Agreement in accordance with the Parties right of termination pursuant to Article 10 of the Exchange Agreement which provides that such agreement may be terminated upon the mutual written consent of the Parties; NOW THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. The Exchange Agreement is terminated effective immediately. 2. In accordance with Article 10 of the Exchange Agreement, the Exchange Agreement shall now become void and of no further force and effect, without any liability on the part of either of the Parties or their respective owners, directors, officers, employees, except the obligations of each Party to preserve the confidentiality of documents, certificates and information furnished to such party based on or arising from any breach of default by any such party with respect to his or its particular representations, warranties, covenants or agreements, as to his or its particular actions or inactions, contained in the Exchange Agreement documents. [Signatures on Following Page] [Signature Page to Mutual Agreement of Termination] IN WITNESS WHEREOF, the undersigned set their hands the day and date first written above. OASIS GROUP, INC. /s/ RONALD A. POTTS ------------------------------------------- RONALD A. POTTS, President and CEO RAINWIRE PARTNERS, INC. /s/ LYNE MARCHESSAULT ------------------------------------------- LYNE MARCHESSAULT, President -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.1

                                                                    EXHIBIT 2.1


                        MUTUAL AGREEMENT OF TERMINATION


         THIS MUTUAL AGREEMENT OF TERMINATION is made and entered into this
26th day of September, 2002, by and between Rainwire Partners, Inc., a Delaware
Corporation ("Rainwire"), and Oasis Group, Inc., a Georgia corporation ("Oasis"
and together with Rainwire, the "Parties")

         WHEREAS, the Parties have entered into that certain Amended and
Restated Plan and Agreement to Exchange Stock (the "Exchange Agreement"), dated
December 19, 2001, whereby the parties intended to effect a reorganization
pursuant to Section 368(a)(1)(B) of the Internal Revenue Code; and

         WHEREAS, the Parties find it in their best interests to terminate the
Exchange Agreement in accordance with the Parties right of termination pursuant
to Article 10 of the Exchange Agreement which provides that such agreement may
be terminated upon the mutual written consent of the Parties;

         NOW THEREFORE, for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:

         1.       The Exchange Agreement is terminated effective immediately.

         2.       In accordance with Article 10 of the Exchange Agreement, the
         Exchange Agreement shall now become void and of no further force and
         effect, without any liability on the part of either of the Parties or
         their respective owners, directors, officers, employees, except the
         obligations of each Party to preserve the confidentiality of
         documents, certificates and information furnished to such party based
         on or arising from any breach of default by any such party with
         respect to his or its particular representations, warranties,
         covenants or agreements, as to his or its particular actions or
         inactions, contained in the Exchange Agreement documents.


                         [Signatures on Following Page]

              [Signature Page to Mutual Agreement of Termination]


      IN WITNESS WHEREOF, the undersigned set their hands the day and date
                             first written above.


                                    OASIS GROUP, INC.

                                    /s/ RONALD A. POTTS
                                    -------------------------------------------
                                    RONALD A. POTTS, President and CEO


                                    RAINWIRE PARTNERS, INC.

                                    /s/ LYNE MARCHESSAULT
                                    -------------------------------------------
                                    LYNE MARCHESSAULT, President