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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
August 9, 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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<PAGE>
INFORMATION INCLUDED IN THE REPORT
The Private Securities Litigation 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 report
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.
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. 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.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 1998, the Registrant entered into a Recission and
Settlement Agreement, a copy of which is filed as an exhibit to this report,
with Vista Vacations International, Inc. ("Vista"), Teri Nadler, Scott Ugell,
Jean Hickman, Ken and Carol Nelson, Alicia Torrealba, Karyn McKnight and Nellie
Tippery (collectively the "Vista Individuals") which provided as follows:
* The Parties agreed to rescind the Reorganization Agreement dated March
12, 2000, pursuant to which Vista became a wholly owned subsidiary of
the Registrant and all of Vista Vacation's capital stock, being 1,265
shares of common stock were exchanged for 220,000 shares of AmeriNet
common stock which were to be issued to the Vista Individuals other
than Nellie Tippery and 66,667 shares were to be issued to Nellie
Tippery.
* The Registrant elected to acquire 20% of the issued and outstanding
stock of Vista Vacations in exchange for the discharge of a loan in the
amount of $135,000which the Registrant had made to Vista for expansion
capital and operating funds.
As previously disclosed in the Registrant's reports to the Commission
on Forms 8-K filed on March 29 and July 17, 2000:
* On March 12 ,2000, Vista , a Florida corporation, became a wholly
owned subsidiary of the Registrant, in a reorganization structured to
comply with Section 368 of the Internal Revenue Code of 1986, as
amended. The reorganization was a privately negotiated, arms-length
transaction as a result of which, all of the capital stock in Vista
was converted into between 220,000 and 439,999 shares of the
Registrant's common stock; and, the former officers and directors of
Vista became the officers and majority directors of Vista. In
conjunction with such reorganization, Vista management provided the
Registrant with detailed financial projections and based on such
projections, the Registrant agreed to make up to $650,00 in expansion
capital available to Vista. A copy of the reorganization agreement was
filed as an exhibit to the Form 8-K.
* The Registrant believed that the financial projections provided by
Vista contained material inaccuracies which adversely affected the
valuation on which the acquisition of Vista had been based, and that
it had reached an agreement to resolve the matter but that issues
remained with one of the Vista stockholders.
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Because the Registrant's had determined that Vista could not provide
the required GAAP financials, the Registrant exercised its right to rescind the
reorganization based on Vista's failure to comply with a condition subsequent
requiring that such financial data be available contained in Section 6.1(B)(1)
of the reorganization agreement. Since the Registrant reported that it reached
an agreement to rescind, it has resolved all issues surrounding the Recission
and Settlement Agreement with all of the Vista stockholders.
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
.54 4 Recission and Settlement Agreement between
the Registrant, Vista Vacations International
and the Vista Individuals, effective June 30,
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: August 14, 2000 /s/ Lawrence R. Van Etten
---------------------------------
Lawrence R. Van Etten
President
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