SEC 873 (5/99)
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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
October 17, 2000
Date of Report (Date of earliest reported event)
AMERINET GROUP.COM, INC.
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(Exact name of registrant as specified in its chapter)
Delaware
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(State or other jurisdiction of incorporation
000-03718
(Commission File Number)
11-2050317
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(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
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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 in light of material subsequent events
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.
AmeriNet Communications, Inc.
Acquisition Related Information
On May 11, 2000, our company completed the acquisition of all of the
capital stock (being 111 shares of common stock, $0.01 par value) of Lorilei
Communications, Inc., a Florida corporation ("Lorilei"). It was acquired by our
company in a reorganization designed to comply with Section 4(2) of the
Securities Act, Section 517.061(11) of the Florida Securities and Investor
Protection Act and Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended (the "Code"). Lorilei's capital stock was acquired by our company in
exchange for 572,519 shares of our company's common stock, $0.01 par value per
share, issued in reliance on the exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(2) thereof. Initially, our company agreed to issue up to 907,896 additional
shares of its common stock to former stockholders of Lorilei who were to remain
as its principal employees and executive officers based on Lorilei's performance
during the period ending on June 30, 2003, however, both such persons resigned
from Lorilei on August 1, 2000, making such thresholds inapplicable. On
September 12, 2000, in order to assure that our company's continuing investments
in Lorilei were not subjected to claims based on undisclosed liabilities and to
clarify unequivocally that the performance based shares and incentive stock
options originally allocated to Mr. and Mrs. Cunningham were no longer
applicable, our company organized a new Florida subsidiary, AmeriNet
Communications, Inc. ("AmeriCom"), and assigned it some of Lorilei's assets, all
of its personnel and most of its operations, including the fictitious names "The
Firm Multimedia" and "Ocala News Tonight."
Record title to certain of the assets will remain in Lorilei, however, such
assets will be held by Lorilei as trustee for AmeriCom. AmeriCom agreed, in
consideration for the assignment of Lorilei's assets, to make the mortgage,
equipment lease and financing payments disclosed in exhibits to the acquisition
agreement as well as to repay funds loaned to Lorilei by our company. AmeriCom
intends to refinance such liabilities at such time as its operating results, as
reflected in its financial statements, justify the required loans, on
competitive terms, from one or more financial institutions.
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Yankees has loaned our company $251,000 which it loaned to Lorilei prior to
the assignment of its assets and operations to AmeriCom. The obligation to repay
the funds advanced by our company to Lorilei were assumed by AmeriCom as part of
the consideration for Lorilei's assets and operations. Lorilei's assets included
improved real estate held in fee simple, television and video production
equipment, computers and other office equipment, leased facilities and equipment
and other physical property currently used in conjunction with its business. The
assets are currently encumbered by liens securing $349,651 in indebtedness.
A copy of the asset purchase agreement between Lorilei and AmeriCom is
filed as an exhibit to this report, , as permitted by Commission Rule 12b-23
(see Item 7, Financial Statements and Exhibits).
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
.59 4 Asset Purchase Agreement between Lorilei and
AmeriCom, dated October 17, 2000.
.60 Employment Agreement between AmeriCom and
Marnie A. Vaughn.
.61 Promissory Note between Lorilei and AmeriNet,
dated October 12, 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: November 1, 2000
/s/ Lawrence R. Van Etten
Lawrence R. Van Etten
President
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