U.S. 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): November 1, 2000
Tutornet.com Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-28773 65-0910071
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1036 Leigh Mill Road, Great Falls, Virginia] 22066
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 759-5731
Former Name and Address (on Form 8-K filed May 18, 2000):
11410 Isaac Newton Square
Suite 105
Reston, Virginia 20190
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Although it has had no formal communication from the firm of Cerasi,
Kraus & Associates, Inc., certified public accountants (the "Cerasi firm"),
Tutornet.com Group, Inc. (the "Company") believes that the Cerasi firm may
decline to continue to serve as the Company's independent public auditors. The
Company is aware of no disagreements between the Company and the Cerasi firm
regarding the Company's financial statements. If the Company declines to so
serve, the Company intends to seek to engage another firm of independent
certified public accountants to serve as its auditors, but cannot predict when
another firm will be engaged.
Item 5. Other Events and Regulation FD Disclosure.
The Company hereby reports the following:
1. The statement made in the Company's Form 8-K filed with the
Securities and Exchange Commission on May 18, 2000 (the "May 18 Form 8-K") with
respect to the Company's Anchor Tenant Agreement with America Online, Inc.
("AOL") dated as of January 14, 2000 was incorrect. The Company's President,
Euburn Forde ("Forde"), was notified on April 26, 2000 by letter that AOL had
terminated that Agreement. As a result, the Company will not achieve its
previously projected penetration of AOL's market or subscribers or generate the
previously projected revenues resulting from anticipated subscriptions from AOL
subscribers.
2. A statement was made in the May 18 Form 8-K with respect to the
Company's involvement in a process by which it would obtain a $30 million
investment from an accredited investor in return for the issuance of 5,000,000
shares of its Class A and 5,000,000 shares of its Class B common stock.
Notwithstanding the Company's expectations at the time, that investment has not
been made and the Company currently doubts that the investment will ever be
made. As a result, the Company's financial position is dire and no assurance can
be given that the Company will be able to survive as an independent entity or at
all. In view of the Company's dire financial position, the Company is continuing
to seek other sources of financing. There can be no assurance that such
financing will be obtained. If such financing is not obtained, the Company may
have to seek protection from its creditors under the bankruptcy laws, transfer
significant amounts of its assets to creditors outside of bankruptcy court
protection, be acquired, wind up its operations or stop conducting business.
3. On October 10, 2000, two creditors of the Company and its
subsidiary, Tutornet.com, Inc. ("Tutornet"), Business Development Corporation, a
Colorado corporation ("BDC"), and GJM Trading Partners Ltd., a Colorado limited
partnership ("GJM"), filed Motions for Judgment in Fairfax County, Virginia
Circuit Court against the Company, Tutornet and Forde. The Motions alleged
various causes of action against the defendants, including fraud, negligent
misrepresentation, rescission, breach of contract and foreclosure against
specified assets. The allegations arise out of the merger transaction pursuant
to which the Company merged with Zycom Corp and became a publicly traded company
and the bridge loan transaction between the Company and BDC and GJM pursuant to
which the Company borrowed $500,000 from BDC and GJM, secured by a pledge of the
Company's operating assets. The parties are currently working to achieve a
negotiated settlement of this litigation. Should a settlement not be reached or
-1-
<PAGE>
if Tutornet is unable to effect the financing it is trying to effect, it may
have no source of funds from which to pay amounts owed to BDC and GJM other than
amounts payable to Tutornet under the Software License Agreement between
Tutornet and Blackboard, Inc. Those funds approximate $23,000 per month and, as
part of the proposed settlement, the bulk of such funds (after deduction for
specified legal fees) will be assigned directly to BDC and GJM in respect of the
indebtedness and other amounts owed to them . If additional financing is not
obtained, BDC and GJM may be able to foreclose on and take possession of
substantially all of the Company's and Tutornet's operating assets. The
possibility of such an event may cause the Company or Tutornet to seek
protection from creditors under the bankruptcy laws.
4. The Company is actively seeking additional financing. Pending the
receipt of such financing, the Company has suspended its classroom service
activities and reduced its staff to perform only business critical operations to
conserve its available cash. Currently, the Company's only source of revenues is
payments under the Software License Agreement between Tutornet and Blackboard,
Inc. Those payments currently approximate $23,000 per month, payable quarterly.
Although at least one preliminary proposal has been received that incorporates
terms that are acceptable to the Company, there can be no assurance that
additional financing will be obtained. The Company's normal business operations
will not restart prior to the time such additional financing is obtained. The
failure to obtain such financing may result in the bankruptcy of the Company
and/or Tutornet, the Company's subsidiary. Further, even if such financing is
obtained, there can be no assurance that the Company's suspension of many
operations pending receipt of additional financing will not result in the
Company's ultimate demise or that the Company's business has not suffered a
material adverse effect as a result of such suspension. Notwithstanding the
foregoing, the Company intends to resume operations as soon as its financial
condition permits.
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.
TUTORNET.COM GROUP, INC.
Date: November 17, 2000 By /s/ Euburn R.A. Forde
------------------------------ ------------------------
Name: Euburn R.A. Forde
Title: President
-2-
