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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): July 29, 2000.
A1 INTERNET.COM, INC.,
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-274243 03-7392107
(State or Other (Commission File Number) (I.R.S. Employee
Jurisdiction of Identification Number)
Incorporation)
15825 Shady Grove Road, Rockville, Maryland 20850
(Address of Principal Executive Offices, Including Zip Code)
(301) 947-0100
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Acquisition of Commonwealth Telecommunications of North America, Inc., (the
"CTNA Acquisition")
Pursuant to an Stock Purchase Agreement (the "CTNA Purchase Agreement"), dated
as of June 29, 2000, by and among the Registrant, Commonwealth
Telecommunications of North America, Inc ("CTNA"), each of the shareholders of
CTNA ( CTNA shareholders), the Registrant acquired 100% of the outstanding
shares of CTNA from the CTNA Shareholders. In consideration for the CTNA
Acquisition, the Registrant issued to the CTNA shareholders 1,200,000 shares of
Common Stock. Certain additional information regarding the CTNA Acquisition and
the transactions contemplated by the CTNA Purchase Agreement is included in the
CTNA Purchase Agreement which is filed as an exhibit hereto. The foregoing
summary of the CTNA Purchase Agreement is qualified in its entirety by reference
to the complete text thereof, attached hereto as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
The Financial Statements of Businesses Acquired required to be disclosed
hereunder shall be filed by amendment to this initial report on Form 8-K not
later than 60 days after the date by which this initial report must be filed.
(b) Pro Forma Financial Information
The Pro Forma Financial Information required to be disclosed hereunder shall be
filed by amendment to this initial report on form 8-K not later than 60 days
after the date by which this initial report must be filed.
(c) Exhibits
The following exhibit is included as part of this report:
2.1 Stock Purchase Agreement, dated as of June 29, 2000, by and among A1
Telecommunications, Inc., a newly formed fully owned subsidiary of the
Registrant, Commonwealth Telecommunications of North America, Inc., and each of
the Shareholders of Commonwealth Telecommunications of North America, Inc.
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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.
A1 INTERNET.COM, INC.,
(Registrant)
Date: July 29, 2000
By:/S/ Bruce Bertman
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(Signature)
Name: Bruce Bertman
Title: President,
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 Asset Purchase Agreement, dated as of June 29, 2000, by and
among the Registrant, Commonwealth Telecommunications of North
America, Inc., and each of the shareholders of Commonwealth
Telecommunications of North America, Inc.
