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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
June 30, 2000
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)
11-2050317
(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
INFORMATION INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1998, the Registrant agreed to exchange 80% of its shares of
capital stock in Trilogy International, Inc. ("Trilogy"), a wholly owned
subsidiary of the Registrant, and to extinguish all debts owed by Trilogy to the
Registrant $672,051 in consideration for the return of 1,051,726 shares of the
Registrant's common stock.
As previously disclosed in the Registrant's reports to the Commission on
Forms 10-QSB and 8-K:
* On December 16, 1999, Trilogy International, Inc. ("Old Trilogy"), a
Florida corporation, was merged into Trilogy Acquisition Corporation,
a wholly owned subsidiary of the Registrant organized solely for the
purpose of such transaction, in a reorganization structured to comply
with Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as
amended. The reorganization was a privately negotiated, arms-length
transaction as a result of which, all of the capital stock in Old
Trilogy was converted into 1,817,273 shares of the Registrant's common
stock; Trilogy Acquisition Corporation, as the surviving corporation,
was re-named Trilogy International, Inc. ("Trilogy"); and, the former
officers and directors of Old Trilogy became the officers and majority
directors of Trilogy. In conjunction with such merger, Old Trilogy's
management provided the Registrant with detailed financial projections
and based on such projections, the Registrant agreed to make up to
$900,000 in expansion capital available to Trilogy.
* Trilogy has never met the financial projections it provided to the
Registrant and on which the Registrant based its investment decision.
Instead, Trilogy's management almost immediately requested that the
Registrant accelerate its funding of Trilogy in order to allow Trilogy
to meet its cash flow requirements, indicating that inability to
obtain accelerated funding would inhibit Trilogy's ability to operate
its business. The Registrant complied with such request starting prior
to December 31, 1999 and advanced Trilogy approximately $672,051 on an
accelerated basis, as of March 31, 2000.
* Even after receipt of accelerated access to operating loans, Trilogy
failed to meet its revised projections and its management advised the
Registrant that its original projections had proved incorrect as to
the amount of development capital that would be required until such
time as its operations turned profitable. However, Trilogy's
President, Carol Berardi, and its Chairman, Dennis Berardi, continued
to believe that Trilogy's operations would prove financially
successful over a relatively short term if it had access to required
capital and in order to obtain the additional capital investment
needed, they offered to pledge their common stock in the Registrant
(received in exchange for their stock in Old Trilogy), as collateral
for additional loans to Trilogy.
The Registrant also reported that its strategic consultant and a source of
its funding for Trilogy, The Yankee Companies, Inc. ("Yankees"), had advised the
Registrant that it was suspending the availability of capital for use by Trilogy
because Trilogy had materially failed to meet projections and recommended that
the Registrant dispose of Trilogy on or before June 30, 2000 (the Registrant's
fiscal year end). Since such reports to the Commission, the Registrant has
suspended direct funding of Trilogy.
Based on the Registrant's refusal to continue to loan Trilogy operating
capital, Mr. and Mrs. Berardi initiated negotiations with Xcel Associates, Inc.
("Xcel"), previously a source of loans to the Registrant and a large purchaser
of securities from AmeriNet shareholders in privately negotiated transactions
relying on Commission Rule 144(k). As a result of such negotiations, Xcel
provided Trilogy with interim loans and proposed to the Registrant that it
surrender 80% of its capital stock in Trilogy to Mr. and Mrs. Berardi, Xcel,
George T. Jochum ("Mr. Jochum"), and Richard H. Tannenbaum, Esquire (serving as
attorney for all such persons), whereupon Xcel and Mr. Jochum would provide the
additional funding required by Trilogy. In order to induce the Registrant to
agree to such proposal, Mr. and Mrs. Berardi offered to return the 1,051,726
shares of the Registrant's common stock issued to them in conjunction with the
Trilogy acquisition, provided that the other former Trilogy stockholders were
permitted to retain the remaining 766,547 shares of the Registrant's common
stock issued to acquire Trilogy.
Page 2
The Registrant's management was unsuccessful in negotiating a more
favorable transaction despite lengthy efforts to do so and, faced with the
alternative of losing the entire $672,051 and 1,817,273 shares investment in
Trilogy, the Registrant's board of directors agreed to the proposal. Mr.
Jochum's background as the former chairman of the board of directors of
Mid-Atlantic Medical, Inc., a New York Stock Exchange listed company and his
experience in turning around problem companies was a material factor in the
Registrant's acceptance of the Trilogy disposition offer. A copy of the
Superseder & Settlement Agreement is filed as an exhibit to this report.
The Registrant is currently conducting similar negotiations pertaining to
Vista International, Inc., a wholly owned subsidiary involved in the travel
industry ("Vista"), based on perceived material inaccuracies in the financial
statements it provided to the Registrant and on which its valuation was based.
The Registrant believes that an agreement has been reached but based on demands
by at least one of the officers of Vista (who was also a former stockholder),
and information pertaining to Vista's undisclosed future plans, no assurances
can currently be provided as to whether or not the matter can be amicably
resolved.
The Registrant's decisions concerning Trilogy and Vista are based on the
concurrence of its board of directors with Yankees' observation that:
* The Registrant's resources should be concentrated on its existing
operations;
* That operations that do not perform within acceptable projection
parameters, or, where information provided pursuant to acquisition
agreements was materially inaccurate without acceptable explanations;
should be promptly disposed of or discontinued; and
* That previous investment decisions should not materially affect
decisions to continue investing capital in businesses where current and
future prospects do not independently justify such expenditures.
The Private Securities Litigation 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 report
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.
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.
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.
Page 3
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
.53 5 Superseder & settlement agreement between
the Registrant and Mr. & Mrs. Berardi dated
June 30, 2000.
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 hereunto duly authorized.
AmeriNet Group.com, Inc
Dated: July 15, 2000
/s/ Lawrence R. Van Etten
---------------------------------
Lawrence R. Van Etten
President
Page 4