FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2001
Commission File Number 000-03718
FIELDS TECHNOLOGIES, INC.
(Exact name of small business issuer as identified in its charter)
Delaware 11-2050317
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
333 Main Street, Park City, Utah 84060
(Address of principal executive offices) (Zip Code)
(435) 649-2221
(Registrant's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding as of October 8, 2001
----- ---------------------------------
Common Stock, $.001 par value 149,276,542
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
FIELDS TECHNOLOGIES, INC. AND SUBSUDIARIES
Index to Consolidated Financial Statements
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Page
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Consolidated Balance Sheet as of
September 30, 2001 (Unaudited) 3
Consolidated Statement of Income for the three months ended
September 30, 2001 and 2000 (unaudited) 5
Consolidated Statement of Cash Flows for the three months ended
September 30, 2001 and 2000 (unaudited) 6
Notes to Consolidated Financial Statements 7
2
FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheet (Unaudited)
-------------------------------------------------------------------------------------------------------------
September 30,
2001
--------------------
Assets
Current assets:
Cash and cash equivalents $ 67,121
Receivables, net:
Trade 554,833
Related parties 66,590
Prepaid expenses and other current assets 80,600
Deferred tax asset 126,000
--------------------
Total current assets 895,144
Property and equipment, net 191,803
Other assets:
Deposits 33,802
Capitalized software costs, net 1,005,829
Deferred tax asset 1,110,000
--------------------
Total other assets 2,149,631
--------------------
$ 3,236,578
====================
See accompanying notes to consolidated financial statements.
3
FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Balance Sheet (Unaudited)
-------------------------------------------------------------------------------------------------------------
September 30,
2001
-------------------
Liabilities and Stockholders' Deficit
Current liabilities:
Line of credit $ 750,000
Note payable 250,000
Note payable - related party 75,000
Accounts payable 472,673
Accrued liabilities 409,196
Deposits for unissued stock 300,000
Current portion of long-term debt 1,503,931
Deferred revenue 438,391
-------------------
Total current liabilities 4,199,191
-------------------
Long-term liabilities:
Related party notes payable 3,260,714
Accrued interest on related party notes payable 356,177
Long-term debt 1,254,005
-------------------
Total long-term liabilities 4,870,896
-------------------
Total liabilities 9,070,087
-------------------
Commitments
Stockholders' deficit:
Preferred stock, $.01 par value, 20,000,000
shares authorized, no shares issued -
Common stock, $.01 par value, 175,000,000 shares
authorized, 149,276,564 shares issued and outstanding 1,492,766
Additional paid-in capital 1,829,539
Stock subscriptions receivable (1,323,200)
Accumulated deficit (7,832,614)
-------------------
Total stockholders' deficit (5,833,509)
-------------------
$ 3,236,578
===================
See accompanying notes to consolidated financial statements.
4
FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Income (Unaudited)
------------------------------------------------------------------------------------------------------------
September 30,
--------------------------------------
2001 2000
-------------------------------------
Revenues:
Software licenses $ 1,231,558 $ 509,514
Maintenance and support 460,928 510,920
Consulting and other 45,555 115,516
-------------------------------------
1,738,041 1,135,950
Cost of revenues 193,110 264,051
-------------------------------------
Gross profit 1,544,931 871,899
Research and development 237,263 313,983
Sales and marketing 353,892 210,829
General and administrative expenses 373,167 166,849
-------------------------------------
Income from operations 580,609 180,238
-------------------------------------
Other income:
Interest income - 4,074
Interest expense (160,415) (48,054)
-------------------------------------
Income before income taxes 420,194 136,258
Provision for income taxes:
Current - -
Deferred 164,000 53,000
-------------------------------------
Net income $ 256,194 $ 83,258
=====================================
Weighted average shares, basic 149,277,000 109,624,000
=====================================
Weighted average shares, diluted 149,278,000 109,624,000
=====================================
Basic earnings per share $ 0.00 $ 0.00
=====================================
Diluted earnings per share $ 0.00 $ 0.00
=====================================
See accompanying notes to consolidated financial statements.
5
FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)
--------------------------------------------------------------------------------------------------------------
Three Months Ended September 30,
----------------------------------
2001 2000
----------------------------------
Cash flows from operating activities:
Net income $ 256,194 $ 83,258
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 43,117 11,468
Loss on sale of assets 1,528 -
Decrease (increase) in:
Deferred tax assets 164,000 (99,834)
Trade receivables (20,658) 529,150
Related party receivables 19,032 (227,035)
Prepaid expenses and other current assets (72,105) (14,530)
(Decrease) increase in:
Accrued interest to parent corporation 81,518 -
Accrued liabilities 14,207 24,875
Accounts payable (148,588) 2,939
Deferred revenue (1,097,351) 49,919
---------------------------------
Net cash (used in) provided by
operating activities (759,106) 360,210
---------------------------------
Cash flows from investing activities:
Purchases of property and equipment (16,520) (81,262)
Capitalization of software costs (350,872) -
---------------------------------
Net cash used in
investing activities (367,392) (81,262)
---------------------------------
Cash flows from financing activities:
Proceeds from collection of common stock subscriptions 206,800 -
Net proceeds from borrowing on line of credit 395,000 -
Principal payments on capital leases (1,663) (26,383)
Proceeds from note payable with related party 75,000 -
Payments on note payable with related party - (387,000)
Deposits for unissued stock 300,000 -
---------------------------------
Net cash provided by (used in)
financing activities 975,137 (413,383)
---------------------------------
Net decrease in cash and cash equivalents (151,361) (134,435)
Cash and cash equivalents, beginning of period 218,482 207,857
---------------------------------
Cash and cash equivalents, end of period $ 67,121 $ 73,422
================================
See accompanying notes to consolidated financial statements.
6
FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
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1. Summary of Financial Results and Liquidity
Significant For the three months ended September 30, 2001, the
Accounting Company experienced a net cash outflow from
Policies operations, and had current liabilities in excess of
current assets.
The Company believes that cash flow from increased
sales, as well as the ability and commitment of its
majority shareholder to contribute funds necessary
for the Company to continue to operate, will allow
the Company to fund its currently anticipated working
capital, capital spending, and debt service
requirements during the next twelve months. The
financial statements do not reflect any adjustment
should the Company's anticipated changes in the
operations not be achieved.
Unaudited Financial Statements
In the opinion of the Company's management, the
accompanying unaudited consolidated financial
statements contain all normal recurring adjustments
necessary to present fairly the Company's financial
position for the interim period. Results of
operations for the three months ended September 30,
2001 are not necessarily indicative of results to be
expected for the full fiscal year ending June 30,
2002.
The accompanying unaudited financial statements have
been prepared in accordance with generally accepted
accounting principles for annual financial
statements. Although the Company believes that the
disclosures in these unaudited financial statements
are adequate to make the information presented for
the interim periods not misleading, certain
information and footnote information normally
included in annual financial statements prepared in
accordance with generally accepted accounting
principles have been condensed or omitted pursuant to
the rules and regulations of the Securities and
Exchange Commission, and these financial statements
should be read in conjunction with the Company's
audited annual financial statements included in the
Company's June 30, 2001 Annual Report on Form 10-KSB.
7
FIELDS TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2001
--------------------------------------------------------------------------------
2. Pro-Forma The following unaudited proforma combined financial
Financial Data data is presented for informational purposes only,
and assumes the consolidation of the Company and
Fresh Market Manager, LLC as if the entities had been
together for the three months ended September 30,
2000. They are not necessarily indicative of the
results of operations or of the financial position
which would have occurred had the acquisition been
completed during the period or as of the date for
which the data are presented. They are also not
necessarily indicative of the Company's future
results of operations or financial position.
Three Months Ended September 30,
--------------------------------
2001 2000
--------------------------------
(Proforma)
Revenues:
Software licenses $ 1,231,558 $ 509,504
Maintenance and support 460,928 510,920
Consulting and other 45,555 115,516
----------- ------------
1,738,041 1,135,940
Cost of revenues 193,110 328,586
----------- ------------
Gross profit 1,544,931 807,354
Research and development 237,263 584,048
Sales and marketing 353,892 233,453
General and administrative expenses 373,167 185,728
----------- ------------
Income (loss) from operations 580,609 (195,875)
Other income:
Interest income - 4,074
Interest expense (160,415) (58,093)
----------- ------------
Net income (loss) before
income taxes 420,194 (249,894)
Provision for income taxes:
Current - -
Deferred 164,000 -
----------- ------------
Net income (loss) $ 256,194 $ (249,894)
=========== ============
8
Forward-Looking Statements
This quarterly report on Form 10-QSB contains forward looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. The words or phrases "would be," "will
allow," "intends to," "will likely result," "are expected to," "will continue,"
"is anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results could differ materially
from those projected in the forward looking statements as a result of a number
of risks and uncertainties, including those risks factors contained in our Form
10-KSB annual report at June 30, 2001. Statements made herein are as of the date
of the filing of this Form 10-QSB with the Securities and Exchange Commission
and should not be relied upon as of any subsequent date. Unless otherwise
required by applicable law, we do not undertake, and specifically disclaim any
obligation, to update any forward-looking statements to reflect occurrences,
developments, unanticipated events or circumstances after the date of such
statement.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis provides information that we
believe is relevant to an assessment and understanding of our consolidated
results of operations and financial condition. The terms "Company", "we", "our"
or "us" are used in this discussion to refer to Fields Technologies, Inc.
(formerly AmeriNet Group.com, Inc.) and its wholly owned subsidiary, Park City
Group, Inc. (PCG) along with PCG's wholly owned subsidiary, Fresh Market
Manager, LLC, (FMM) on a consolidated basis, except where the context clearly
indicates otherwise.
This information should be read in conjunction with our: i) Form 8-K
and 8-K/A dated June 13, 2001; and ii) our June 30, 2001 Annual Report on Form
10-KSB, including the related consolidated financial statements .
Overview
Our principal business is the design, development, marketing and
support of our proprietary software products. These software products are
designed to be used in retail businesses having multiple locations by assisting
individual store locations and corporate management with managing daily business
operations and communicating results of those operations in a timely manner.
In accordance with U.S. generally accepted accounting principles, we
have expensed all software development costs as incurred through December 31,
2000 with our software having been viewed as an evolving product. During January
2001, technological feasibility of a major revision to our Action Manager and
Fresh Market Manager software and our 4x operating platform was established. In
accordance with U.S. generally accepted accounting principles, development costs
incurred from January 2001 through September 30, 2001, totaling $1,005,829 has
been capitalized. These costs will be amortized on a straight-line basis over a
period of four years. Amortization will begin when the products are available
for general release to the public, which is anticipated in approximately January
2002. In addition, our consolidated balance sheet does not reflect any value
attributable to intellectual property, the cost of which has been expensed as
incurred. To date, development and intellectual property expenditures have
resulted in the development of 20 different applications of our Action Manager
software and different applications of our Fresh Market Manager software along
with five granted software patents and three patent applications with numerous
separate trademarks and copyrights. Through September 30, 2001, we have
accumulated consolidated losses totaling $7,832,614 which, in part, includes
9
consolidated net income of $256,194 for the three months ended September 30,
2001 and consolidated net loss of $629,632 for the six month transition period
ended June 30, 2001. The net income through September 30, 2001 consisted of
consolidated income from operations of $580,609, with net interest expense of
$160,415 and deferred income tax expense of $164,000.
We plan to actively market our current software products both
domestically and internationally. We also intend to enhance our existing
software products and develop new software applications to augment our existing
portfolio of products. In addition, we are actively pursuing potential
acquisitions of existing technologies and businesses that are compatible with
our existing business operations and products.
Management Discussion and Analysis
Financial Position
We had $67,121 in cash and cash equivalents as of September 30, 2001
compared with $218,482 at June 30, 2001, representing a decrease of $151,361.
This decrease in cash for the three months ended September 30, 2001 relates
principally to operating costs in excess of cash received from sales revenues
and financing activities.
Working capital deficit as of September 30, 2001 decreased to
$3,304,047 as compared to $3,483,012 at June 30, 2001. This $178,965 decrease in
the working capital deficit for the three months ended September 30, 2001 is
principally attributable to: (i) receipt of subscriptions receivable of
$206,800; (ii) deposits of $300,000 for future issuances of common stock, iii)
increase in cash of $395,000 drawn down on lines of credit; (iv) increase in
cash of $75,000 from related party borrowings; v) net payments of $134,381
reducing accounts payable and accrued liabilities; and (vi) recognition of
deferred revenue of $1,097,351 during the three months ended September 30, 2001.
Three Months Ended September 30, 2001 and 2000
The consolidated financial statements presented in Item 1 as of and for
the three months ended September 30, 2001 include the financial position and
results of operations for Fields Technologies, Inc. and its subsidiaries, Park
City Group, Inc. (PCG) and Fresh Market Manager, LLC (FMM). The statement of
operations for the three months ended September 30, 2000 includes only the
operating results of PCG, since FMM was not acquired by PCG until April 5, 2001.
Note 2 to the consolidated financial statements included in Item 1 presents
proforma financial data for the three months ended September 30, 2001 and 2000
as if the companies were consolidated during both periods presented. The
following discussion is based on the basic consolidated statements of operations
presented with differences between the periods presented that are attributable
to FMM's operating results for the three months ended September 30, 2000
identified separately as part of the applicable discussions.
During the three months ended September 30, 2001, we had total revenues
of $1,738,041 compared to $1,135,950 for the three months ended September 30,
2000. FMM had no revenues during the three months ended September 30, 2000. The
difference in total revenue amounts presented is principally attributable to a
reduction in deferred revenues during the comparable periods due to revenue
recognition criteria being realized in addition to revenues from FMM of $388,700
during the three months ended September 30, 2001 with no FMM revenues for the
comparable period in 2000.
Research and development expenses for the three months ended September
30, 2001 were $237,263 compared with $313,983 during the comparable three month
period ended September 30, 2000. The reduction in expense is primarily
attributable to costs associated with the significant revisions to our Action
Manager products and the 4x operating platform that were determined to be
technologically feasible and were capitalized in accordance with U.S. generally
accepted accounting principles. No software development costs were capitalized
10
during the three months ended September 30, 2000. Overall software research and
development costs increased during the three months ended September 30, 2001
when compared to the three months ended September 30, 2000, including related
costs incurred by FMM recognized after its acquisition in April 2001.
Sales and marketing expenses of $353,892 were incurred during the three
months ended September 30, 2001, compared with $210,829 during the comparable
three month period ended September 30, 2000. The difference relates primarily to
an increase in sales personnel from 2 to 6 employees and related travel and
other costs along with a general increase in marketing expenditures in
anticipation of the release of the new 4x operating platform and the significant
revisions to the Action Manager and Fresh Market Manager application programs.
In addition, sales and marketing expenditures associated with FMM were included
in the related expenditures for the three months ended September 30, 2001, but
were excluded from the activity for the three months ended September 30, 2000.
General and administrative expenses for the three months ended
September 30, 2001 were $373,167 compared with $166,849 for the three months
ended September 30, 2000. The increase relates principally to: i) approximately
$18,000 related to FMM general and administrative expenses; and ii)
approximately $185,000 of legal, accounting and other professional costs along
with public and investor relations efforts associated with public company
related activities that were not incurred by us during the three months ended
September 30, 2000.
Net interest expense for the three months ended September 30, 2001 was
$160,415 compared to $48,054 for the three months ended September 30, 2000. The
net interest expense increase is attributable principally to: (i) interest
associated with the debt acquired during the 2001 period related to the
acquisition of Fresh Market Manager, LLC; (ii) additional interest related to an
increase in the average outstanding balance on the line of credit during the
2001 period; and (iii) interest related to an increase in the balance of the
obligations due to our principal shareholder.
Liquidity and Capital Resources
To date, we have financed our operations principally through revenues
from software licensing, maintenance and support, consulting and related
services along with short term bank borrowings, loans from a majority
shareholder and more recently, private placements of equity securities. We
generated $975,137 in net cash provided through financing activities during the
three months ended September 30, 2001, compared with $413,383 used in financing
activities during the three months ended September 30, 2000. During the three
months ended September 30, 2001, we used $367,392 of net cash in investing
activities compared with $81,262 of net cash used in investing activities during
the three months ended September 30, 2000. We used $759,106 of net cash in
operating activities during the three months ended September 30, 2001 compared
with $360,210 of net cash provided by operating activities during the three
months ended September 30, 2000. As of September 30, 2001, we had cash and cash
equivalents amounting to $67,121, total current assets totaled $895,144 and
current liabilities totaled $4,199,191. As such, these amounts represent an
overall decrease of $3,304,047 in working capital deficit at September 30, 2001.
Our working capital and other capital requirements for the foreseeable
future will vary based upon a number of factors, including: (i) changes in the
software industry and environment which may require additional modifications to
our software and platforms; (ii) the pace at which our products are accepted by
and sold into the market and the related sales effort and support requirements,
and (iii) changes in existing financing arrangements. We intend to investigate
opportunities to expand into compatible businesses through possible acquisitions
or alliances. In addition, there may be unanticipated additional working capital
and other capital requirements to consummate such transactions and oversee
related operations.
11
At September 30, 2001, we had had not committed any funds for capital
expenditures. We have committed to spend $55,446 in operating lease payments for
physical facilities during the remainder of 2001 and $230,655 and $239,882 in
lease payments for those same physical facilities for 2002 and 2003,
respectively. In addition, at September 30, 2001, we had outstanding certain
capital lease obligations related to certain equipment. We are obligated to pay
$3,605 during the remainder of 2001 and $3,840 during 2002 related to those
capital leases. At September 30, 2001, we had debt obligations outstanding in
the principal amounts of $7,093,650 plus accrued interest. These loans bear
interest at various rates between 6 percent per annum and 17.4 percent per
annum. Of these outstanding debt obligations, a total of $3,260,714 plus accrued
interest is payable to our majority shareholder, Riverview Financial Corp. In
addition, and in connection with the acquisition of the 100% interest in Fresh
Market Manager, LLC, we have an obligation to pay $2,750,000 to Cooper Capital,
LLC. This obligation is payable in installments of $1,000,000 on or before
December 31, 2001, $500,000 on June 20, 2002 and the remaining $1,250,000 on
December 20, 2002. Interest on this loan accrues at a rate of 10% on any unpaid
balance and is payable monthly. In addition to the generation of net income from
operations to finance our operations and satisfy debt obligations, we expect
that we will also require additional capital infusions to be derived from debt
or equity financings.
As of October 8, 2001, we had outstanding stock options and warrants to
sell 1,011,073 shares of common stock with exercise prices varying from $.27 to
$1.44 per share. All of the options and warrants are fully vested at October 8,
2001. The exercise of all of these outstanding options and warrants would result
in an equity infusion of $855,504. There is no assurance that any of these
options or warrants will be exercised.
Inflation
We do not expect the impact of inflation on our operations to be
significant.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
As of September 30, 2001, we are involved in the following litigation:
1. Decision One Corporation v. Park City Group, Inc. (Third Judicial
District Court in Summit County, Utah, Case No. 000600258DC, filed on
August 24, 2000). The complaint seeks recovery of a debt in the amount
of approximately $15,500 for "merchandise/and or services purchased or
rendered on behalf of us by Decision One between March 1, 1998 and
February 1, 1999, together with interest and costs." We timely filed
our answer to the Complaint, we believe the plaintiff's claims are
without merit and we have been vigorously defending this action.
Presently, the parties are engaged in settlement negotiations, the
outcome of which cannot reasonably be predicted at this time.
2. 3Com Corporation v. Park City Group, Inc., (Santa Clara County
(California) Superior Court, Case No. CV 799017, filed on June 14,
2001). A civil action was filed by 3Com Corporation against us seeking
to recover certain amounts claimed to be due on a promissory note. The
Plaintiff alleges that the note is in default and seeks damages of
$250,000 plus interest and attorneys fees. We believe that the
Plaintiff's claims are without merit and we have been vigorously
defending this lawsuit. We have asserted several defenses and have
filed a cross-complaint for breach of contract, unjust enrichment, and
fraud. Because this case is in the very early stages of litigation, our
12
counsel is unable to predict the ultimate resolution of the case or our
liability, if any, in connection therewith. Should we lose this
lawsuit, and be required to pay the damages the Plaintiff is seeking,
our financial condition would be materially and adversely affected.
3. On October 1, 2001 and October 2, 2001, we received "demand letters"
from two shareholders threatening litigation unless their prior
investments in our stock are rescinded.
The first demand letter was issued on October 1, 2001 by The Yankee
Companies, Inc. ("Yankee Group"), an "investor relations" firm. The
Yankee Group has threatened to initiate "derivative and class action
lawsuits, as well as other judicial and regulatory actions" if we
refuse to seek rescission of our acquisition of Park City Group, Inc.,
and the entire private placement related thereto (totaling
approximately $2,040,000) consisting of cash collected and
subscriptions receivable. The Yankee Group has asserted that Park City
Group, Inc., made material misrepresentations and omissions to Fields
Technologies, Inc. (then operating as AmeriNet Group.com, Inc.) in
connection with that acquisition and related private placement.
The second "demand letter" was issued on October 2, 2001 by
shareholder, Debra Elenson ("Elenson"). Elenson alleges that she
purchased 750,000 of the Company's common stock for a total of
$127,500, based on material misrepresentations concerning our financial
position.
Both the Yankee Group, and Elenson, have primarily alleged various
deficiencies in our audited financial statements for the year ended
December 31, 2000, as well as in our unaudited, pro-forma financial
statements for the period ended March 31, 2001. Presently, we are
investigating this matter. We believe that the allegations made by the
Yankee Group and Elenson are meritless, and we intend to vigorously
defend any lawsuit brought by these parties. We also believe that we
have appropriate defenses and counter-claims to raise against the
Yankee Group, and their affiliates, based on fraud, unjust enrichment,
breach of contract, tortuous interference, as well as other legal and
equitable claims.
However, because no lawsuits have actually been initiated by either of
these parties, we are unable to reasonably predict the ultimate
resolution of these claims or our liability, if any, in connection
therewith. Should a derivative or class action lawsuit be filed against
us by the Yankee Group and/or Elenson, we would have to expend
substantial resources to defend such actions, which could have a
materially adverse affect on our operations and financial condition. In
addition, if we were to lose such a lawsuit, and if we were required to
rescind the Park City Group, Inc., acquisition and/or the related
private placement, the impact of such an outcome could also have a
materially negative impact on our operations and financial condition.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
13
Item 4. Submission of Matters to Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K
(a) INDEX TO EXHIBITS
Exhibit Number Description
2.1 Reorganization Agreement dated May 31, 2001 between AmeriNet Group.com,
Inc., Randall K. Fields and Riverview Financial Corp. (Incorporated by
reference to Exhibit 2.1 of the Company's Report on Form 8-K, dated
June 13, 2001).
2.2 First Amendment to Reorganization Agreement dated June 11, 2001 between
AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial
Corp. (Incorporated by reference to Exhibit 2.2 of the Company's Report
on Form 8-K, dated June 13, 2001).
2.3 Second Amendment to Reorganization Agreement dated June 13, 2001
between AmeriNet Group.com, Inc., Randall K. Fields and Riverview
Financial Corp. (Incorporated by reference to Exhibit 2.3 of the
Company's Report on Form 8-K, dated June 13, 2001).
2.4 Share Exchange Agreement dated June 11, 2001, between AmeriNet
Group.com, Inc. and Riverview Financial Corp. (Incorporated by
reference to Exhibit 2.4 of the Company's Report on Form 8-K, dated
June 13, 2001).
2.5 Rescission Agreement dated October 8, 2001, effective June 30, 2001,
between Fields Technologies, Inc. fka AmeriNet Group.com, Inc. and
Riverviews Financial Corp.
2.6 Promissory Note dated January 1, 2001, between Park City Group, Inc.
and Riverview Financial Corp. in the amount of $2,150,000.
2.7 Promissory Note dated April 5, 2001, between Park City Group, Inc. and
Riverview Financial Corp. in the amount of $1,110,713.88.
2.8 Promissory Note dated April 5, 2001, between Park City Group, Inc. and
Cooper Capital, LLC in the amount of $2,750,000.
2.9 Promissory Note dated May 18, 2001 between Park City Group, Inc. and
Bank One, Utah, N.A.. in the amount of $500,000.
2.10 Promissory Note dated April 10, 2001 dated April 10, 2001 between
Cooper Fields, LLC (now known as Fresh Market Manager, LLC) and Bank
One, Utah, N.A. in the amount of $250,000.
14
2.11 Lease Agreement dated February 28, 2001 between Park City Group, Inc.
and Park City Main Street Mall, L.C.
3.1 Certificate of Amendment of Certificate of Incorporation of AmeriNet
Group.com, Inc. filed June 20, 2001 (name change). (Incorporated by
reference to Exhibit 3.1 of the Company's Report on Form 8-K, dated
June 13, 2001).
3.2 Certificate of Amendment of Certificate of Incorporation of AmeriNet
Group.com, Inc. filed June 7, 2001 (increase in authorized shares).
(Incorporated by reference to Exhibit 3.2 of the Company's Report on
Form 8-K, dated June 13, 2001).
3.3 Certificate of Amendment to Certificate of Designation, Preferences &
Rights of Class A Preferred Stock dated February 12, 2001.
(Incorporated by reference to Exhibit 3.i.5 of AmeriNet Group.com,
Inc.'s Report on Form 8-K, dated April 13, 2001).
3.4 Certificate of Incorporation, as of December 8, 1964. (Incorporated by
reference to the applicable exhibit filed with Form 10-KSB, dated
December 31, 1991).
3.5 Certificate of Amendment of Certificate of Incorporation, dated July 5,
1995. (Incorporated by reference to the applicable exhibit filed with
Form 10-KSB, dated December 31, 1999).
3.6 Certificate of Amendment of Certificate of Incorporation, dated July 7,
1999. (Incorporated by reference to the applicable exhibit filed with
Form 8-K on July 12, 1999).
3.7 Amended and Restated By-Laws as of December 1999. (Incorporated by
reference to the applicable exhibit filed with Form 8-K on December 16,
1999).
4.1 Corrected Version, 2001 Officers' & Directors' Stock Option Plan
Effective as of January 1, 2001. (Incorporated by reference to Exhibit
4.6 of AmeriNet Group.com, Inc.'s Report on Form 8-K, dated April 13,
2001).
4.2 Amended Non-Qualified Stock Option & Stock Incentive Plan Indunture
Effective as of March 8, 2000. (Incorporated by reference to Exhibit
4.5 of AmeriNet Group.com, Inc.'s Report on Form 10-KSB, dated June 30,
2000).
99.1 Employment Agreement between Park City Group, Inc. and Randall K.
Fields dated effective January 1, 2001. (Incorporated by reference to
Exhibit 99.2 of the Company's Report on Form 8-K, dated June 13, 2001).
15
(b) Reports on Form 8-K:
On August 1, 2001, the Company filed a Current Report on Form 8-K,
dated July 27, 2001, disclosing under Item 4, information relating to the
Company's in certifying accountant.
On August 28, 2001, the Company filed and Amendment to a Current Report
on Form 8-K/A, originally filed June 28, 2001 and dated June 13, 2001,
disclosing under item 2 information relating to the Company's acquisition of
assets and in Item 7 the financial statements and related pro forma financial
information relating to that acquisition.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: October 22, 2001 FIELDS TECHNOLOGIES, INC.
By /s/ Randall K. Fields
-----------------------------
Randall K. Fields, President
and Chief Executive Officer
Date: October 22, 2001
By /s/ Narayan Krishnan
-----------------------------
Narayan Krishnan,
Chief Financial Officer
16