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 13, 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)
65-0957587
(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)
Page 1
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.
Annual Stockholders Meeting
Inadvertently on January 5, 2001, the Registrant filed and 8-K which did
not discuss all the matters that were voted on at the annual stockholders
meeting on December 21, 2000. The disclosure of the annual stockholders meeting
is being supplemented by the minutes of the meeting which read as follows:
Certified Minutes of 2000 Annual Meeting of Stockholders
The undersigned, being the duly elected and serving secretary of AmeriNet
Group.com, Inc., a Delaware corporation with a class of securities registered
under section 12(g) of the Exchange Act (the "Corporation"), hereby certify that
the following are true and accurate minutes of the Corporation's annual meeting
of stockholders (the "Stockholders") held at the Hilton Hotel & Conference
Center in Ocala, Florida, on the 21st day of December, 2000, at 1:00 p.m.,
notice and an information statement on Commission Schedule 14-C (the
"Information Statement") having been filed with the Commission and provided to
all members in the form annexed hereto and made a part hereof as exhibit "A."
Witnesseth:
The Corporation's president, Lawrence R. Van Etten ("Mr. Van Etten"),
served as chairman of the meeting and the Corporation's secretary, Vanessa H.
Lindsey ("Ms. Lindsey"), served as secretary of the meeting and tabulator of
votes. After inspecting the corporate records and conducting a survey of those
persons in attendance, Ms. Lindsey advised Mr. Van Etten that a quorum was
present and proceeded with the annual meeting by reading the agenda. The
directors and new director nominees were introduced to the stockholders.
The first order of business was introduced by several of the stockholders
present who requested that the 20 day notice period for submission of matters by
stockholders for consideration at the annual stockholders meeting be waived.
Page 2
On motion duly made by William A. Calvo, III, seconded by Leonard M.
Tucker, and carried by the affirmative vote of all the stockholders in
attendance, it was
Resolved that the requirement for advance submission of matters to be
proposed by a shareholder for consideration at the annual stockholders
meeting be, and it was thereby, waived, such waiver having been also
subsequently ratified by the Corporation's board of directors, at their
organizational meeting immediately following the annual stockholders'
meeting.
The second order of business brought before the stockholders was to
elect the members of the Corporation's board of directors, as described in
the Information Statement. On motion duly made by William A. Calvo, III,
seconded by George Franjola and carried by the affirmative vote of all the
stockholders in attendance, it was
Resolved that the following persons be and they were thereby elected
to the Corporation's board of directors, to serve thereon until the next
annual meeting of the Corporation's stockholders and until their respective
successors are duly elected, qualified and assume their offices: Lawrence
R. Van Etten; David K. Cantley; Vanessa H. Lindsey; J. Bruce Gleason,
Anthony Q. Joffe; Edward C. Dmytryk; G. Richard Chamberlin; Charles J.
Champion and Douglas L. Wilson.
The third order of business brought before the stockholders was
ratification of the appointment of Daszkal, Bolton, Manela and Devlin, P.A.
as the company's independent certified public accountants responsible for
the audit of the Corporation's financial statements for the year ended June
30, 2001, and for ratification of their selection as the Corporation's
independent certified public accountants responsible for the audit of the
Corporation's financial statements for the years ended June 30, 1999 and
2000. On motion duly made by J. Bruce Gleason, seconded by George Franjola
and carried by the affirmative vote of all the stockholders in attendance,
it was
Resolved that Daszkal Bolton, Manela and Devlin, P.A. be and they were
thereby appointed as the Corporation's auditors for the year ended June 30,
2001 and that their appointment in such role for the years ended June 30,
1999 and 2000, be, and it was thereby ratified.
The fourth order of business brought before the stockholders was the
issue of ratification of the Corporation's stock option plans adopted by
the board of directors since July 1, 1999, and approval of compensation for
officers, directors and employees of the Corporation and its subsidiaries
pursuant to a plan providing for the issuance of non- qualified stock
options or incentive stock options, as described in the Information
Statement On motion duly made by William A. Calvo, III, seconded by George
Franjola and carried by the affirmative vote of all the stockholders in
attendance, it was
Resolved that the Corporation's stock option plans adopted since July
1, 1999 be, and they were thereby ratified, confirmed and approved; that
the Corporation compensate officers, directors and employees by use of the
non- qualified stock option and stock incentive plans, dated January 1,
2000 and March 8, 2000; and that the Corporation's 2001 Officers' &
Directors Stock Option Plan, effective January 1, 2001, and the AmeriNet
Communications, Inc. incentive stock option plan indenture, be, and they
were thereby, approved for use in compensating the officers, directors and
employees of the Corporation and its subsidiaries.
The fifth order of business was introduced from the floor by several
of the stockholders present and involved the question of the appropriate
quantity of the Corporation's authorized capital stock, in light of the
substantial tax penalties under Delaware law on authorized but unissued
capital stock. It was noted that the Corporation required a material
increase in its authorized capital stock in order to effect acquisitions,
compensate employees and raise capital and that the Corporation's
certificate of incorporation authorized such increase without required
stockholder approval. However, several stockholders were concerned that the
effectiveness of such provision was untested and that it would be prudent
for the stockholders present to specifically authorize and direct the board
of directors to implement a staged increase in the Corporation's authorized
capital stock in order to provide the capital stock required while
minimizing the applicable Delaware corporate franchise tax. On motion duly
made by Leonard M. Tucker, seconded by William A. Calvo, III and carried by
the affirmative vote of all the stockholders in attendance, it was
Page 3
Resolved that the Corporation's board of directors be authorized,
empowered and directed to increase the amount of the Corporation's
authorized common and preferred stock in stages, to not more than
300,000,000 shares of common stock and not more than 30,000,000 shares of
preferred stock, at any time that there are less than 5 million available
for issuance in order to meet contemplated transactions by amending the
Articles of Incorporation to increase the number of authorized shares by
not more than 10 million more than those which appear required for issuance
within the fiscal quarter following the date of the amendment, so that
after the issuance of the shares that are required to meet acquisition or
operating requirements, not more than 10,000,000 shares of capital stock
remain authorized but unissued, or as treasury shares.
The sixth order of business brought to the floor by the stockholders
was to recommend that the board consider requiring background
investigations on present directors and employees and to have a consent
prepared by legal counsel in order to do such a background investigation.
On motion duly made by Cyndi Calvo, seconded by William A. Calvo, III and
carried by the affirmative vote of all the stockholders in attendance, it
was
Resolved, that the Corporation's board of directors be urged to vote
on this matter at its organizational meeting following this annual
stockholders meeting and that it be urged to pass such resolutions on this
matter as it may consider reasonable and prudent in order to address the
concerns expressed by the Corporation's stockholders concerning required
background checks on any persons materially associated with the
Corporation.
There was then a brief recess, following which, the seventh order of
business was brought to the floor by a number of the stockholders present,
concerning providing stockholder pre-approval for a number of business
decisions that would probably have to be made within the next several
fiscal quarters. The stockholders expressed concern over the costs of
calling special stockholders' meetings within the next four fiscal quarters
to provide required stockholder consents and in the interests of prudence,
suggested that the stockholders authorize such actions at this meeting,
whether or not stockholders approval was in fact required. On motion duly
made by William A. Calvo, III, seconded by Leonard M. Tucker and carried by
the affirmative vote of all the stockholders in attendance, it was
Resolved that the stockholders hereby ratify, confirm authorize and
direct the Corporation's board of directors to take such actions during the
next four fiscal quarters as they deem prudent and appropriate, in the best
interests of the Corporation's stockholders, to:
1. Dispose of the Corporation's investments and subsidiaries whether currently
owned or hereafter acquired, either through sale thereof or by effecting
distributions as dividends, and the filing of registration statements or
notification statements with the Securities and Exchange Commission or the
NASD.
2. The acquisition of one or more businesses, whether or not characterized as
reverse acquisitions and whether or not such transactions result in a
change in control of the Corporation;
3. A reverse split of the Corporation's capital stock;
4. A change of the Corporation's name; and
5. The negotiation and effectuation of settlements, rescinding or
restructuring the terms of acquisitions made by the Corporation, including
negotiations with the Yankee Companies, Inc., to replace liens on the
subsidiaries' assets and securities or to obtain funds required for payment
of costs incurred to effect such rescission or restructures.
There being no further business the meeting was adjourned.
Disposition of AmeriCom
The Registrant is currently a party to a letter of intent contemplating the
acquisition of Park City Group, Inc and under the terms of that letter of
intent, the Registrant has to divest itself of all subsidiaries and interests in
other companies. Based, in part, on such requirements and because of poor
performance of AmeriNet Communications, Inc., a wholly owned subsidiary
("AmeriCom"), the Registrant terminated AmeriCom's operations. All existing
AmeriCom
Page 4
projects have been suspended including the GreenGrouper project which has been
reassigned to its original founder Duff Duvall and the emerging companies and
15c2-11 projects which have been returned to the Yankee Companies, Inc.,
pursuant to an amended licensing agreement. A copy of the amendment to the
license agreement is filed as an exhibit to this report (see "Item 7(c):
Exhibits").
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
(3) (i) Articles of Incorporation:
.4 ___ Amendment to our company's certificate of
incorporation, dated February 19, 2001
.5 __ Certificate of Designation Preferences &
Rights of Class A Preferred Stock, dated
February 12, 2001.
(4) Instruments defining the rights of holders
including indentures:
.6 __ Correct version of our company's
Non-qualified and Incentive Stock Option
Plan for 2001.
(10) Material Contracts
(i) Material agreements pertaining to ourCompany
.72 ___ Corrected Agreement to serve as corporate
director, signed by all the current
directors.
.76 ___ Corrected Superseder and Settlement
Agreement between our company and WRI, dated
January 26, 2001.
.79 ___ Letter of Agreement with G. Richard
Chamberlin
.80 ___ Amendment to License Agreement, dated April
16, 2001.
(99) Additional Exhibits
.59 ___
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: April 27, 2001
/s/ Edward C. Dmytryk
Edward C. Dmytryk
President
Page 5