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
May 31, 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)
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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 when of material subsequent events are
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.
AGREEMENT TO CANCEL XCEL WARRANTS
Due to the continuously changing disclosure required by the Registrant's
acquisition program and the failure of Xcel Associates, Inc., a New Jersey
corporation ("Xcel") to provide required information concerning its transactions
in the Registrant's securities, the Registrant has not been able to prepare and
disseminate the current information required for it to file a registration
statement on Commission Form S-3 registering shares underlying the warrant held
by Xcel. The registration statement was originally to have been filed prior to
December 31, 1999 and the Registrant intended to use the $750,000 in proceeds
from such exercise to meet funding commitments to its subsidiaries. Due to the
delay, the Registrant has made alternative funding arrangements through Yankees
(see discussion of Yankees' loan agreement disclosed in the quarterly report on
Form 10-QSB filed by the Registrant with the Commission for the quarter ended
March 31, 2000).
Xcel has requested that the Registrant issue it 200,000 unregistered shares
of its common stock in reliance on Section 4(6) of the Securities Act, in
exchange for the warrant. While the Registrant believes that such consideration
is more than it should have to provide in exchange for cancellation of the Xcel
Warrant, it recognizes that Xcel has assisted the Registrant's former principal
stockholders to liquidate shares of their AmeriNet common stock in cases where
proceeds from such sales have been re-invested in AmeriNet. Consequently, in the
interests of continuing a beneficial relationship and avoiding the expenses in
capital and time that could result from non resolution of the Xcel request on
amicable terms, the Registrant has entered into a superseder and settlement
agreement with Xcel, a copy of which is filed as an exhibit to this report (see
"Item 7(c), Exhibits")
Xcel also requested that the Registrant address a loan which Xcel had made
on or about September 30, 1999,to American Internet Technical Centers, Inc.
("American Internet"), then the Registrant's sole subsidiary. American Internet
failed to repay the loan and Xcel elected to foreclose on 35,000 shares of the
Registrant's stock pledged by Yankees as security therefor. At the time Xcel
notified the Registrant of its intention to retain the shares, the Registrant's
stock was trading at $1.19 per share. Disclosure of Xcel's loan to American
Internet is incorporated by reference to the Registrant's annual report on Form
10-KSB filed with the Commission for the year ended June 30, 2000 as permitted
by Commission Rule 12b-23. A copy of the Loan Guarantee and Indeminification
Agreement is filed as an exhibit to this report (see "Item 7(c), Exhibits").
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The Registrant's stock has declined in price since then and Xcel recently
re-evaluated its decision and has requested that the Registrant repay the
$75,000 loaned to American Internet whereupon Xcel would return the 35,000
shares of the Registrant's common stock pledged by Yankees to Xcel. In turn,
Yankees would agree to return the 138,833 shares of the Registrant's common
stock it received as indemnification for the loss of the pledged stock, although
it will retain 7,000 shares of the Registrant's common stock it received as
consideration for agreeing to pledge such stock. Again, in the interest of
continuing a beneficial relationship with Xcel, Yankees and the Registrant have
agreed to Xcel's request and the parties have embodied their agreement within
the superceder and settlement agreement referenced in the preceding paragraph.
As of the date of this report, the Registrant has repaid Xcel $70,000 of the
$75,000 owed.
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
(i) Material agreements pertaining to the
Registrant
10.51 ___ Superseder & settlement agreement between
the Registrant and Xcel dated May 31, 2000.
10.52 ___ Loan Guarantee and Indemnification Agreement
between Xcel Associates, Inc. and The Yankee
Companies, 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.
AmeriNet Group.com, Inc
Dated: June 15, 2000
/s/ Lawrence R. Van Etten
---------------------------------
Lawrence R. Van Etten
President
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