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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
April 27, 2001
Date of Report (Date of earliest reported event)
AMERINET GROUP.COM, INC.
(Exact name of registrant as specified in its chapter)
Delaware
(State or other jurisdiction of incorporation
000-03718
(Commission File Number)
11-2053017
(IRS Employer Identification No.)
Crystal Corporate Center; 2500 North Military Trail, Suite 225-C;
Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
(561) 998-3435
Registrant's telephone number, including area code
(Not Applicable)
(Former name or former address, if changed since last report)
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CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS
The Private Securities Litigate Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain of the statements contained herein,
which are not historical facts, are forward-looking statements with respect to
events, the occurrence of which involve risks and uncertainties. These
forward-looking statements may be impacted, either positively or negatively, by
various factors. Information concerning potential factors that could affect the
Registrant is detailed from time to time in the Registrant's reports filed with
the Commission. This report contains "forward looking statements" relating to
the Registrant's current expectations and beliefs. These include statements
concerning operations, performance, financial condition and anticipated growth.
For this purpose, any statements contained in this Annual Report and Form 10-KSB
that are not statements of historical fact are forward-looking statements.
Without limiting the generality of the foregoing, words such as "may", "will",
"expect", "believe", "anticipate", "intend", "could", "estimate", or "continue",
or the negative or other variation thereof or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties which are beyond the
Registrant's control. Should one or more of these risks or uncertainties
materialize or should the Registrant's underlying assumptions prove incorrect,
actual outcomes and results could differ materially from those indicated in the
forward looking statements.
CONTEXT
The information in this report is qualified in its entirety by reference to
the entire report; consequently, this report must be read in its entirety. This
is especially important in light of material subsequent events disclosed.
Information may not be considered or quoted out of context or without
referencing other information contained in this report necessary to make the
information considered, not misleading.
INFORMATION INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
New Letter of Intent to Acquire Park City Group, Inc.
AmeriNet Group.com, Inc. ("our company") signed a new letter of intent on
April 27, 2001,which was ratified by our company's board of directors on May 3,
2001, to acquire Park City Group, Inc. ("Park City"), a software developer. A
copy of the letter of intent and our company's press release pertaining thereto
are included as exhibits to this report. AmeriNet recently made the initial
$100,000 good faith deposit required under the terms of the letter of intent and
is expected to deposit an additional $100,000 on or before May 21, 2001. A copy
of a convertible loan agreement between our company and The Yankee Companies,
Inc., a Florida corporation that has served as our company's strategic
consultant since November of 1998 ("Yankees") , pursuant to which our company
intends to obtain the required deposit, is included as an exhibit to this
report.
Partial Exercise of Warrant by Yankees
On May 3, 2001, in anticipation of our company's entry into a
reorganization agreement with Park City Group, Inc., a Utah corporation (the
"Proposed Park City Group Acquisition" and "Park City Group," respectively),
Yankees exercised 80% of its warrant into 2,484,752, shares of AmeriNet's common
stock ('Common Stock"). A copy of the warrant agreement with Yankees is included
as an exhibit to this report. An amendment was filed with the Commission on our
company's report on Form 8-KSB, filed on December 12, 1999. A copy of a related
supplement to warrant agreement is included as an exhibit to this report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Designation Page
of Exhibit Number
as Set Forth or Source of
in Item 601 of Incorporation
Regulation S-B By Reference Description
(10) Material Contracts
(i) Material agreements pertaining to our Company
.81 ___ Warrant agreement between pur company and
Yankees, dated November 25, 1998
.82 ___ Letter of Intent to acquire Park City Group.
.83 ___ Supplement to warrant agreement between our
company and Yankees.
.84 ___ Convertible loan agreement between our
company and Yankees, dated May 7, 2001.
(99) Additional Exhibits
.59 ___ Our company's press release dated May 2, 2001.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, our
company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AmeriNet Group.com, Inc
Dated: May 11, 2001
/s/ Edward C. Dmytryk
Edward C. Dmytryk
President
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