-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UBmlBDljrnTohh8zT3OrhJRJisQAyPIHMXKBQtuUwf2OInUaS+dWCqlKw+JfWcO4 3YNWXv4MohMVUWtb2IHuog== 0000050471-00-000001.txt : 20000203 0000050471-00-000001.hdr.sgml : 20000203 ACCESSION NUMBER: 0000050471-00-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 513855 BUSINESS ADDRESS: STREET 1: 2500 NORTH MILITARY TRAIL STREET 2: SUITE 225-C CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619983435 MAIL ADDRESS: STREET 1: 2500 NORTH MILITARY TRAIL STREET 2: SUITE 225-C CITY: BOCA RATON STATE: FL ZIP: 33421 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19951214 FORMER COMPANY: FORMER CONFORMED NAME: INFOTEC INC DATE OF NAME CHANGE: 19930506 8-K 1 8-K 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 September 30, 1999 Date of Report (Date of earliest reported) 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.) 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431 (Address of principal executive offices) (Zip Code) (561) 998-3435 Registrant's telephone number, including area code 902 Clint Moore Road, Suite 136-C; Boca Raton, Florida 33487 (Former name or former address, if changed since last report) Item 5. Other Events. As previously disclosed in the Registrant's Form 10-QSB for the period ended September 30, 1999, on November 11, 1999, but effective as of September 30, 1999 for all operating, financial, tax and accounting purposes, Wriwebs.com, Inc. ("WRI"), a Florida-based provider of Internet related services was merged into American Internet Technical Centers, Inc. a wholly owned subsidiary of the Registrant in a privately negotiated, arms-length transaction in consideration for 531,000 shares of the Registrant's common stock and the right to receive an additional 150,000 shares, based on future performance, distributed to the four stockholders of WRI. The financial statements of WRI and the pro forma financial information required to be filed in accordance with Item 7 of Form 8-K are filed herewith. Item 7. Financial Statements and Exhibits. (a) Financial Statements Audited Financial Statements of WRI for the years ended December 31, 1999 and Unaudited Financial Statements for the nine months ended September 30, 1999. (b) Pro forma financial information. AmeriNet Group.com, Inc. Pro Forma Combined Balance Sheets at December 31, 1998; Pro Forma Combined Statements of Operations for the twelve months ended December 31, 1998 and three and six months ended September 30, 1999. 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: _______________ --------------------------------- Michael Harris Jordan President Page 2 Index to Financial Statements The following financial statements, pro forma financial information and exhibits are filed as part of this Form 8-K/A: Independent Auditor's Report Balance Sheet Statement of Operations Statement of Changes in Stockholders' Deficit Statement of Cash Flows Notes to Financial Statements Pro forma Financial Statements On November 12, 1999, AmeriNet Group.com, Inc., through its wholly owned subsidiary, American Internet Technical Center, Inc., merged with WRIwebs.com, Inc. ("WRI"). As consideration the registrant issued 531,000 shares of its common stock to the shareholders of WRI. Under the terms of the agreement the registrant will invest up to $300,000 in WRI within 120 days after the completion of the merger and the filing of the required reports with the Securities and Exchange Commission. In addition, the majority shareholder of WRI will retain the right, for a period of two years starting 182 days following the completion of the merger, to exchange all of his AmeriNet Group.com, Inc., securities for between seventy and eighty percent of American Internet Technical Center, Inc., common stock. The following Pro Forma Combined Balance Sheet of the Registrant has been prepared by management of the Registrant based upon the balance sheets of the Registrant as of December 31, 1998. The Pro Forma Combined Statement of Operations was prepared based upon the statement of operations for the Registrant for the twelve months ended December 31, 1998, the six months ended June 30,1999, and the three months ended September 30, 1999. The pro forma statement of operations also includes WRI's statement of operations for the twelve months ended December 31, 1998, the six months ended June 30, 1999, and the three months ended September 30, 1999. The pro forma statements give effect to the transaction under the purchase method of accounting and the assumptions and adjustments in the accompanying notes to pro forma combined financial statements. The pro forma combined balance sheet gives effect to the acquisition as if it had occurred as of December 31, 1998. The pro forma combined statement of operations for the year ended December 31, 1998, gives effect to the acquisition as if it had occurred as of January 1, 1997. The pro forma combined statement of operations for the six months ended June 30, 1999, gives effect to the acquisition as if it had occurred as of January 1, 1998. The pro forma combined statement of operations for the three months ended September 30, 1999, gives effect to the acquisition as if had occurred as of July 1, 1999. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The pro forma combined financial statements do not purport to represent what the combined companies' financial position or results of operations would actually have been had the acquisition occurred on such date or as of the beginning of the period indicated, or to project the combined companies' financial position or results of operations for any future period. Page 3 AmeriNet Group.com, Inc. Pro Forma Combined Balance Sheets December 31, 1998 (Unaudited) AmeriNet WRI Pro Forma Pro Forma December 31, 1998 December 31, 1998 Total Adjustments Combined Current assets: Cash $ 13,182 $ 4,002 $ 17,184 $ - $ 17,184 Accounts receivable - 23,633 23,633 - 23,633 Prepaid and other assets - 8,406 8,406 - 8,406 ---------------- ------------------ --------------- ----------- ---------- Total current assets 13,182 36,041 49,223 - 49,223 Property and equipment, net - 30,162 30,162 - 30,162 Other assets: Goodwill, net - - - (a) 763,646 763,646 Total other assets - - - 763,646 763,646 ---------------- ----------------- ---------------- ----------- ---------- Total assets $ 13,182 $ 66,203 $ 79,385 $ 763,646 $ 843,031 ================ ================= ================ ============ =========== Current liabilities: Accounts payable $ 4,661 $ 42,602 $ 47,263 - $ 47,263 Accrued expenses 147,000 19,187 166,187 - 166,187 Deferred revenue - 74,823 74,823 - 74,823 Cash overdraft - 13,026 13,026 - 13,026 ----------------- ---------------- ---------------- ------------ ---------- Total current liabilities 151,661 149,638 301,299 - 301,299 Stockholders' equity (deficit): Common stock 59,911 7,500 67,411 (a) (2,190) 65,221 Additional paid in capital 2,930,395 - 2,930,395 (a) 674,901 3,605,296 Retained earnings(deficit) (3,128,785) (90,935) (3,219,720)(a) 90,935 (3,128,785) ------------------ ---------------- ------------------ ------------ ---------- Total stockholders' equity (deficit) (138,479) (83,435) (221,914) 763,646 541,732 ------------------ ---------------- ------------------ ------------ ---------- Total liabilities and stockholders' equity $ 13,182 $ 66,203 $ 79,385 $ 763,646 $ 843,031 - -------- ================== ================= ============== ============ ============
1. The Pro Forma Balance Sheet at December 31, 1998, is based on the balance sheets of the Registrant and Wriwebs.com, Inc. as of December 31, 1998. (a) The purchase price for the acquisition of all the common stock of Wriwebs.com, Inc. was 531,000 shares at $1.281 per share. Goodwill of $763,646 would have been recorded if the acquisition had taken place on December 31, 1998. Page 4 AmeriNet Group.com, Inc. Pro Forma Combined Statement of Operations For the twelve months ended December 31, 1998 (Unaudited) AmeriNet WRI Twelve months ended Twelve months ended Pro Forma Pro Forma December 31, 1998 December 31, 1998 Total Adjustments Combined Revenues earned $ - $ 1,037,212 $ 1,037,212 $ - $ 1,037,212 Cost of revenues earned - 339,713 339,713 - 339,713 ------------------ ---------------------- ---------------- ------------ ---------- Gross profit - 697,499 6797,499 697,499 Operating Expense: Selling expense - 376,691 376,691 - 376,691 General and Administrative - 411,743 411,743 (b) 50,910 462,653 ------------------- --------------------- ----------------- -------------- ------------ Total operating expense - 788,434 788,434 50,910 839,344 Loss from operations - (90,935) (90,935) (50,910) (141,845) Other expense: Loss from discontinued operations (562,415) - (562,415) - (562,415) ------------------- ----------------------- --------------- ------------ ------------ Total other expense (562,415) - (562,415) - (562,415) ------------------- ---------------------- --------------- ------------ ------------ Net loss $ (562,415) $ (90,935) $ (653,350) $ (50,910) $ (704,260) ================== ====================== =============== ============= =========== Basic net loss per share $ (0.13) $ (0.15) Weighed average ================== =========== shares outstanding 4,174,778 4,705,778 ================= =========== Fully diluted net loss per share $ (0.13) $ (0.15) ================= =========== Fully diluted average shares outstanding 4,174,778 4,705,778 ================= ===========
- --------- 1. The Pro Forma Statement of Operations for the year ended December 31, 1998 is based on the twelve months ended December 31, 1998 for the Registrant and Wriwebs.com, Inc. and gives effect to the acquisition as if it had occurred on January 1, 1998. (b) Amount represents the amortization of goodwill of $ 763,646 over 15 years using the straight line method. Page 5 AmeriNet Group.com, Inc. Pro Forma Combined Statement of Operations For the six months ended June 30, 1999 (Unaudited) AmeriNet WRI Six months ended Six months ended Pro Forma Pro Forma June 30, 1999 June 30, 1999 Total Adjustments Combined Revenues earned $ - $ 692,390 $ 692,390 $ - $ 692,390 Cost of revenues earned - 235,339 235,339 - 235,339 --------------- -------------- ----------------- ------------- ---------------- Gross profit - 457,051 457,051 - 457,051 Operating expenses: Selling expenses - 271,306 271,306 - 271,306 General and administrative expense 256,218 148,087 404,305(c) 25,455 429,760 ---------------- ------------------ ------------- ------------- ----------- Total operating expenses 256,218 419,393 675,611 25,455 701,066 ---------------- ------------------ ------------- ------------ ------------ Net income (loss) $ (256,218) $ 37,658 $ (218,560) $ (25,455) $ (244,015) ============= ================== ================ =========== ============ Basic net loss per share $ (0.04) $ (0.04) ============== =========== Weighed average shares outstanding 6,091,566 6,622,566 ============== =========== Fully diluted net loss per share $ (0.04) $ (0.04) ============== =========== Fully diluted average shares outstanding 6,091,566 6,622,566 ============== ===========
- -------- 1. The Pro Forma Statement of Operations for the six months ended June 30, 1999 is based on the six months ended June 30, 1999 for the Registrant and Wriwebs.com, Inc. and gives effect to the acquisition as if it had occurred on January 1, 1999. (c) Amount represents the amortization of the goodwill of $ 763,646 over15 years using the straight line method. Page 6 AmeriNet Group.com, Inc. Pro Forma Combined Statement of Operations For the three months ended September 30, 1999 (Unaudited) AmeriNet WRI Three months ended Three months ended Pro Forma Pro Forma September 30, 1999 September 30, 1999 Total Adjustments Combined Revenues earned $ 168,169 $ 252,083 $ 420,252 $ - $ 420,252 Cost of revenues earned 69,109 161,348 230,457 - 230,457 ---------------- ------------------ --------------- ------------- ------------- Gross profit 99,060 90,735 189,795 - 189,795 Operating expenses: Selling expenses - 130,953 130,953 - 130,953 General and administrative expense 476,341 50,547 526,888 (d) 12,100 538,988 --------------- ----------------- ---------------- -------------- ------------- Total operating expenses 476,341 181,500 657,841 12,100 669,941 --------------- ----------------- ---------------- -------------- ------------- Net loss $ (377,281) $ (90,765) $ (468,046) $ (12,100) $ (480,146) ============== =============== ========== =========== ============ Basic net loss per share $ (0.05) $ - $ - $ - $ (0.06) ============== ============ Weighed average shares outstanding 8,148,308 8,679,308 ============== ============ Fully diluted net loss per share $ (0.05) $ (0.06) ============== ============ Fully diluted average shares outstanding 8,148,308 8,679,308 ============== ============
- ------- 1. The Pro Forma Statement of Operations for the three months ended September 30, 1999 is based on the three months ended September 30, 1999 for the Registrant and Wriwebs.com, Inc. and gives effect to the acquisition as if it had occurred on July 1, 1999. (d) Amount represents the amortization of the goodwill of $ 725,989 over 15 years using the straight line method. Page 7 WRIWEBS.COM, INC. FINANCIAL STATEMENTS FROM JANUARY 20, 1998 (INCEPTION) THROUGH DECEMBER 31, 1998 TABLE OF CONTENTS Independent Auditor's Report ............................................9 Financial Statements: Balance Sheet ........................................................10 Statement of Operations ..............................................11 Statement of Changes in Stockholders' Deficit.........................12 Statement of Cash Flows ..............................................13 Notes to Financial Statements ...........................................14-16 Page 8 DASZKAL, BOLTON, MANELA, DEVLIN & CO. CERTIFIED PUBLIC ACCOUNTANTS A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS 2401 N.W. BOCA RATON BOULEVARD, SUITE 100 BOCA RATON, FLORIDA 33431 TELEPHONE (561) 367-1040 FAX (561) 750-3236 JEFFREY A. BOLTON, CPA, P.A. MEMBER OF THE AMERICAN INSTITUTE MICHAEL I. DASZKAL, CPA, P.A. OF CERTIFIED PUBLIC ACCOUNTANTS ROBERT A. MANELA, CPA, P.A. TIMOTHY R. DEVLIN. CPA, P.A. MICHAEL S. KRIDEL, CPA, P.A. INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders WRIwebs.com, Inc. We have audited the accompanying balance sheet of WRIwebs.com, Inc. as of December 31, 1998, and the related statement of operations, changes in stockholders' deficit and cash flows from January 20, 1998 (inception) to December 31, 1998. These financial statements are the responsibility of the management of WRIwebs.com, Inc. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WRIwebs.com, Inc. as of December 31, 1998, and the results of the operations and its cash flows from January 20, 1998 (inception) to December 31, 1998, in conformity with generally accepted accounting principles. /s/ Daszkal Bolton Manela Devlin & Co. Boca Raton, Florida January 18, 2000 Page 9 WRIwebs.com,Inc. Balance sheet December 31, 1998 ASSETS Current assets: Cash $ 4,002 Accounts receivable- 23,633 net of allowance for doubtful accounts $6,398 Loan receivable - stockholder 8,406 ------------- Total current assets 36,041 ------------- Property and equipment, net $ 30,162 ------------- Total assets $ 66,203 ============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 42,602 Accrued expenses 19,187 Deferred rvenue 74,823 Cash overdraft 13,026 ------------- Total current liabilities 149,638 ============= Stockholders' deficit: Common stock, $1.00 par value, 7,500 shares authorized issued and outstanding 7,500 Accumulated deficit (90,935) ------------- Total stcokholders' deficit (83,435) ------------- Total liabilities and stockholders' deficit $ 66,203 =============
See accompanying notes to financial statements. Page 10 WRIwebs.com, Inc. Statement of Operations From January 20, 1998 (INCEPTION) Through December 31, 1998 Revenues earned $ 1,037,212 Cost of revenues earned 339,713 --------------- Gross profit 697,499 Operating Expenses: Selling expenses 376,691 General and administrative expenses 411,743 -------------- Total operating expenses 788,434 -------------- Net Loss $ (90,935) ==============
See accompanying notes to financial statements. Page 11 WRIwebs.com, Inc. STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FROM JANUARY 20, 1998 (INCEPTION) THROUGH DECEMBER 31, 1998 Number of Common Accumulated Shares Stock Deficit Total Balance, January 1, 1998 - $ - $ - $ - Issuance of common stock 7,500 7,500 7,500 Net loss - December 31, 1998 - - (90,935) (90,935) ----------- --------- ---------- ------------ Balance, December 31, 1998 7,500 $ 7,500 $ (90,935) $ (83,435) =========== ========= ========== ============
See accompanying notes to financial statements. Page 12 WRIwebs.com, Inc. Statement of Cash Flows From January 20, 1998 (INCEPTION) Through December 31, 1998 Cash flows from operating activities: Net loss $ (90,935) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,836 Bad debts expense 6,398 (Increase) decrease in: Accounts receivables (30,031) Loan receivable - stockholder (8,406) Increase (decrease) in: Accounts payable 42,602 Accrued expenses 19,187 Deferred revenue 74,823 ----------- Net cash provided by operating activities 17,474 ----------- Cash flows used by investing activities: Purchase of property and equipment (33,998) ---------- Cash flows from financing activities: Issuance of common stock 7,500 Cash overdraft 13,026 ---------- Net cash provided by financing activities 20,526 ---------- Net increase in cash 4,002 Cash at beginning of year - ----------- Cash at end of year $ 4,002 =============
See accompanying notes to financial statements. Page 13 WRIWEBS.COM, INC. NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Web Results Institute, Inc. (the "Company") was incorporated under the laws of the State of Florida on August 31, 1998. Prior to its formation as a Subchapter S Corporation, the Company existed as a limited liability company. The Company changed its name to WRIwebs.com, Inc. on April 19, 1999. The Company was established to design, produce and host websites. Hosting services, including search engine registrations, are typically six-month to one-year contracts. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CASH AND CASH EQUIVALENTS For purposes of the statement of cash flows, the Company considers all cash and other demand deposits to be cash and cash equivalents. As of December 31, 1998, the Company had no cash equivalents. PROPERTY AND EQUIPMENT Property and equipment are stated at cost and are being depreciated using the straight-line method over the estimated useful lives of five to seven years. REVENUE RECOGNITION Revenue from contract sales is recognized when all material services relating to the sale have been substantially performed. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. ADVERTISING Advertising costs are expensed when incurred. The advertising cost incurred for the period ended December 31, 1998 was $7,959. NOTE 3 - CORPORATION FORMATION On August 8, 1998, the Company was incorporated, and elected to be treated as an S Corporation. Prior to its formation as a corporation, the Company existed as a limited liability company that began on January 20, 1998. This is a change in legal organization, but not in the entity. This type of transfer is not covered by APB Opinion No. 16 "Business Combinations." The assets and liabilities so transferred were accounted for at historical cost in a manner similar to that in pooling of interests accounting. Page 14 WRIWEBS.COM, INC. NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 4 - ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable are recorded net of an allowance for doubtful accounts of $6,398 at December 31, 1998. NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of cash, accounts receivable, accounts payable and loans to stockholders approximates fair value because of their short maturities. NOTE 6 - RELATED PARTY TRANSACTIONS At December 31, 1998, the Company had an outstanding receivable from the stockholder in the amount of $8,406. The transactions involving the stockholder/officer are summarized below: Balance at January 1, 1998 $ - Advances to stockholders 8,406 ----------- Balance at December 31, 1998 $ 8,406 =========== NOTE 7 - PROPERTY AND EQUIPMENT Property and equipment consisted of the following at December 31, 1998: Computer and other equipment $ 31,762 Software $ 406 Furniture and fixtures 1,830 -------------- Total property and equipment 33,998 Less: accumulated depreciation (3,836) ------------- Property and equipment, net $ 30,162 ============= Depreciation expense for the period ended December 31, 1998, was $3,836. NOTE 8 - OPERATING LEASES The Company leases its facilities in Florida under a long-term operating lease agreement. Future minimum lease payments are as follows: Year ending Operating December 31, Lease 1999 $ 26,802 2000 35,736 2001 8,934 -------------- Total minimum lease payments $ 71,472 ============== Page 15 WRIWEBS.COM, INC. NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 8 - OPERATING LEASES, CONTINUED Rental expense for the period ended December 31, 1998 was $29,571. NOTE 9 - COMMITMENTS AND CONTINGENCIES LITIGATION The Company believes a claim may arise from a claim for unpaid telephone charges in the amount of $19,115. In the opinion of management, this claim will be settled for an estimated $12,000. A payable has been recorded at December 31, 1998 to reflect this claim. Additionally, the Company believes a claim may arise from an agreement with a website sales selling agent. The selling agent paid $10,000 towards the building of a working relationship between the two companies, but the agent was unable to sell the websites. Management has recorded a payable for half of the potential claim, and a payable of $5,000 has been recorded at December 31, 1998. NOTE 10 - CONCENTRATION OF CREDIT RISK Financial instruments, which potentially expose the Company to concentrations of credit risk, as defined by Statement of Financial Accounting Standards No. 105, consist primarily of trade receivables. The Company officers have attempted to minimize this risk by monitoring the companies to whom they provided credit. NOTE 11 - INCOME TAXES The Company has elected to be treated as an S Corporation for Federal and State income tax purposes. Under this election, all taxable income, losses and credits pass through to the individual stockholders and are reflected on their individual income tax returns. Consequently, no provision for income taxes has been provided by the corporation. The financial statements reflect earnings on the percentage of completion method of accounting whereas the completed contract method is used for income tax purposes. NOTE 12 - SUBSEQUENT EVENTS On November 12, 1999, the Company merged with American Internet Technical Center, Inc. (AITC), a wholly-owned subsidiary of AmeriNet Group.com, Inc. (AmeriNet). As consideration, AmeriNet issued 531,000 shares of common stock to the stockholders of the Company. Under the terms of the acquisition agreement, AmeriNet will invest $300,000 in the Company within 120 days after the completion of the merger and filing of the required reports with the United States Securities and Exchange Commission. Under the terms of the Merger, the current majority stockholder of WRI will retain the right, for a period of two years, starting on the 182nd day following the completion of the merger, to exchange all of his AmeriNet securities issued pursuant to the agreement for between seventy and eighty percent of the surviving Company's common stock. The acquisition will be recorded using the purchase method of accounting. The results of operations since the date of acquisition, November 12, 1999, will be included in the consolidated statements of operations of AmeriNet Group.com, Inc. Goodwill will be recorded and amortized over its useful life using the straight-line method. On the date of acquisition, the Company's status changed to a regular corporation from an S corporation. Page 16 -----END PRIVACY-ENHANCED MESSAGE-----