-----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, NjNI0fCtxtOZi5UrI5izhfNlEG4n1Znsb+A2TzyqRCbr5hlavZRqPV2nV7JQ+cSt A2G3JdcdVKWOhpkOrc1THw== 0000050471-00-000002.txt : 20000209 0000050471-00-000002.hdr.sgml : 20000209 ACCESSION NUMBER: 0000050471-00-000002 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000208 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/A SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 526565 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/A 1 AMENDMENT TO 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 1, 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 8-K filed on December 16, 1999, for all operating, financial, tax and accounting purposes, Trilogy International, Inc. ("Trilogy"), a Florida-corporation, an Internet based company currently selling wholesome, non-toxic and proven effective pet care products and human nutritional products, was merged into Trilogy Acquisition Corporation, a wholly owned subsidiary of the Registrant in a privately negotiated, arms-length transaction in consideration for 1,817,273 shares of the Registrant's common stock. The financial statements of Trilogy 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 Trilogy for the years ended December 31, 1998 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 six months ended June 30, 1999 and three 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: February 7,2000 /s/ Michael H. Jordan --------------------------------- Michael Harris Jordan President 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 Page 2 AmeriNet Group.com, Inc. (b) Pro financial information. On December 1, 1999, AmeriNet Group.com, Inc., through its wholly owned subsidiary, Trilogy Acquisition Corporation, acquired 100% of the outstanding common stock of Trilogy International, Inc. ("Trilogy"). As consideration the registrant issued 1,817,273 shares of its common stock to the shareholders of Trilogy. Under the terms of the acquisition agreement, the registrant will invest up to $ 900,000 in Trilogy within 180 days after the completion of the merger and the filing of the required reports with the United States Securities and Exchange Commission. 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. The Pro Forma Combined Balance Sheets and Statements of Operations give effect to this merger. 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, June 30, 1999 and September 30, 1999. The Pro Forma Balance Sheets also includes Trilogy's Balance Sheets as of December 31, 1998, June 30, 1999, and September 30, 1999. 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 Trilogy'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 as of December 31, 1998 gives effect to the acquisition as if it had occurred as of December 31, 1998. The pro forma combined balance sheet as of June 30, 1999 gives effect to the acquisition as if it had occurred as of June 30, 1999. The pro forma combined balance sheet as of September 30, 1999 gives effect to the acquisition as if it had occurred as of September 30, 1999. 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, 1998. 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, 1999. 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 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS AUGUST 7, 1998 (INCEPTION) THROUGH DECEMBER 31, 1998 TABLE OF CONTENTS Independent Auditor's Report.........................................................5 Financial Statements: Balance Sheets as of December 31, 1998 and unaudited as of June 30, 1999 and September 30,1999.........................6 Statements of Operation for the period from August 7, 1998 (Inception)through December 31, 1998 and unaudited for the six months ended June 30, 1999 and for the three months ended September 30, 1999....................................7 Statements of Changes in Stockholders'Equity (Deficit)for the period from August 7, 1998 (Inception) through December 31, 1998 and unaudited for the six months ended June 30, 1999 and for the three months ended September 30, 1999 .....................................................8-9 Statements of Cash Flows for the period from August 7, 1998 (Inception) through December 31, 1998 and unaudited for the six months ended June 30, 1999 and for the three months ended September 30, 1999 ........................................10 Notes to Financial Statements...................................................11-13 Page 4 DASZKAL, BOLTON, MANELA, DEVLIN & CO. CERTIFIED PUBLIC ACCOUNTANTS A PARTNERSHIP OF PROFESSIONAL ASSOCIATIONS 2401 N. W. BOCA RATON BOULEVARD, SUITE #100, BOCA RATON, FL 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. INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders Trilogy International, Inc. We have audited the accompanying balance sheet of Trilogy International, Inc., (a development stage company) as of December 31, 1998, and the related statements of operation, changes in stockholders' equity (deficit) and cash flows for the period ended, from August 7, 1998 (inception) to December 31, 1998. These financial statements are the responsibility of the Company's management. 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 audits provide 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 Trilogy International, Inc., as of December 31, 1998, and the results of its operations and its cash flows for the period from August 7, 1998 (inception) to December 31, 1998, in conformity with generally accepted accounting principles. /s/ Daszkal Bolton Manela Devlin & Co. Boca Raton, Florida January 14, 2000 Page 5 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS ASSETS June 30, 1999 September 30, 1999 December 31, 1998 (Unaudited) (Unaudited) Current assets: Cash $ - $229,339 $ 5,778 Accounts receivable - - 2,132 Inventory - 33,415 143,339 ------------------- --------------- ------------ Total current assets - 262,754 151,249 ------------------- ---------------- ------------ Property and equipment, net - 109,993 138,420 ------------------- ---------------- ------------ Other assets: Deposits - 18,648 15,675 Loan costs - - 5,000 ------------------- ---------------- ------------ Total other assets - 18,648 20,675 ------------------- ---------------- ------------ Total assets $ - $ 391,395 $ 310,344 =================== ================ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ - $ - $ 138,815 Loans payable - - 34,858 Accrued expenses 63,406 307,962 365,755 ------------------- ------------ ------------- Total current liabilities 63,406 307,962 539,428 ------------------- ------------- ------------- Stockholders' equity (deficit): Preferred stock, $0.50 stated value; 2,500,000 693,000 shares issued and outstanding at December 31, 1998, June 30, 1999 and September 30, 1999, respectively - 330,000 346,500 Common stock, $0.001 par value; 30,000,000 authorized shares; 3,240,000 and 4,650,000 and 4,655,184 shares issued and outstanding at December 31, 1998, June 30, 1999 and September 30, 1999 respectively 3,240 4,560 4,655 Additional paid-in capital 86,466 392,758 425,065 Outstanding stock options 17,270 17,270 17,270 Deficit accumulated during the development stage (170,382) (661,155) (1,022,574) ----------------- ------------ -------------- Total stockholders'equity (deficit) (63,406) 83,433 (229,084) ----------------- ------------- --------------- Total liabilities and stockholders' equity (deficit) $ - $ 391,395 $ 310,344 ==================== ============= =============
See accompanying notes to financial statements Page 6 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATION August 7, 1998 (Inception) Six Months Ended Three Months Ended through June 30, 1999 September 30, 1999 December 31, 1998 (Unaudited) (Unaudited) Sales $ - $ - $ 38,571 Cost of sales - - 18,375 ---------------- ---------------- ---------------- Gross profit - - 20,196 Selling, general and administrative expenses 170,382 490,773 381,615 ---------------- ---------------- --------------- Loss from operations (170,382) (490,773) (361,419) ---------------- ---------------- --------------- Provision (benefit) for income taxes - - - ---------------- ---------------- --------------- Net loss $ (170,382) $ (490,773) $ (361,419) ================ ================ =============== Net loss per share (basic and diluted) $ (0.05) $ (0.13) $ (0.08) ================ ================ =============== Weighted average common shares outstanding $ 3,240,000 $ 3,903,646 $ 4,595,770 ================ ================ ================
See accompanying notes to financial statements. Page 7 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) Accumulated Additional Deficit Common Stock Preferred Stock Paid-In Outstanding Development Shares Amount Shares Amount Capital Stock Options Stage Total Balance, August 7, 1998 - $ - - $ - $ - $ - $ - $ - Common stock issued 324,000 3,240 - - 86,466 - - 89,706 Stock split, 10 for 1 2,916,000 - - - - - - - Stock options issued - - - - - 17,270 - 17,270 Net loss - December 31, 1998 - - - - - - (170,382) (170,382) --------------- ------------- ------------- -------------- ------------- ---------- Balance, December 31, 1998 3,240,000 3,240 - - 86,466 17,270 (170,382) (63,406) Common stock issued 1,320,000 1,320 - - 328,680 - - 330,000 Preferred stock issued - - 660,000 330,000 - - - 330,000 Contribution to capital - - - - 2,350 - - 2,350 Costs of issuance - - - - (24,738) - - (24,738) Net loss - June 30, 1999 (Unaudited) - - - - - - (490,773) (490,773) ---------------- --------------- ------------ -------------- -------------- ----------- Balance, June 30, 1999 (Unaudited) 4,560,000 $4,560 660,000 $330,000 $392,758 $ 17,270 $ (661,155) $83,433 ================ =============== ============ ============== ============== ===========
See accompanying notes to financial statements. Page 8 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) Accumulated Additional Deficit Common Stock Preferred Stock Paid-In Outstanding Development Shares Amount Shares Amount Capital Stock Options Stage Total Balance, July 1, 1999 (Unaudited) 4,560,000 $ 4,560 $ 660,000 $ 330,000 $ 392,758 $ 17,270 $ (661,155) $ 83,433 Treasury stock purchased (33,000) (33) - - 33 - - - Treasury stock re-issued 33,000 33 - - 8,217 - - 8,250 Common stock issued 33,000 33 - - 8,217 - - 8,250 Preferred stock issued - - 33,000 16,500 - - - 16,500 Contribution to capital - - - - 355 - - 355 Stock issued for services 62,184 62 - - 15,485 - - 15,547 Net loss - September 30, 1999 (Unaudited) - - - - - - (361,419) (361,419) ------------------- ---------------------- -------------- ------------- -------------- ------------ Balance, September 30, 1999 (Unaudited) 4,655,184 $ 4,655 693,000 $346,500 $ 425,065 $ 17,270 $ (1,022,574) $(229,084) ==================== ======================= =============== =============== ============== ===========
See accompanying notes to financial statements. Page 9 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS August 7, 1998 Six Months Ended Three Months Ended (Inception) through June 30, 1999 September 30, 1999 December 31, 1998 (Unaudited) (Unaudited) Cash flows from operating activities: Net loss $ (170,382) $(490,773) $ (361,419) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization - 5,500 3,146 Common stock issued for services - - 15,547 Stock options outstanding 17,270 - - (Increase) decrease Accounts receivable - - (2,132) Inventory - (33,415) (109,924) Deposits - (18,648) 2,973 Loan costs - - (5,000) Increase (decrease) in: Accounts payable - - 138,815 Accrued expenses 63,406 244,556 57,793 -------------------- ------------------- --------------- Net cash used by operating activities (89,706) (292,780) (260,201) --------------------- ------------------- --------------- Cash flows from investing activities: Purchase of property and equipment - (115,493) (31,573) --------------------- ------------------- --------------- Cash flows from financing activities: Issuance of common stock, net 89,706 317,631 16,500 Issuance of preferred stock, net - 317,631 16,500 Contributions to capital 2,350 355 Increase in loans payable - - 34,858 --------------------- ------------------- ----------------- Net cash provided by financing activities 89,706 637,612 68,213 ---------------------- ------------------- ----------------- Net increase (decrease) in cash - 229,339 (223,561) Cash at beginning of period - - 229,339 ---------------------- ------------------- ----------------- Cash at end of period $ - $ 229,339 $ 5,778 ====================== =================== ================= Supplementary information: Cash paid for: Interest $ - $ 213 $ 888 ======================= ================== ================= Income taxes $ - $ - $ - ======================= ================== ================= Non-cash transactions: Common stock issued for services - - 62,184 ======================= ================== =================
See accompanying notes to financial statements. Page 10 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK The company is a Florida corporation organized in August 1998. The Company intends to distribute its products through an Internet based network-marketing plan (also known as multi-level marketing). The company intends to offer both a line of pure healthy pet foods including supplements, vitamins, antioxidants and biscuits, and also to provide a line of environmentally friendly cleaning products. The Company has made no significant product sales to date. Since its inception, the Company has been dependent upon the receipt of capital investment or other financing to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company's product development will be successfully completed or that it will be a commercial success. Further, the Company is dependent upon certain related parties to provide continued funding and capital resources. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash Equivalents The Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. As of December 31, 1998, the Company has no cash or cash equivalents. Use of Estimates The preparation of financial statements in conformity with general 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. Stock Compensation The Company has adopted Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation." SFAS 123 encourages the use of a fair-value-based method of accounting for stock-based awards under which the fair value of stock options is determined on the date of grant and expensed over the vesting period. Under SFAS 123, companies may, however, measure compensation costs for those plans using the method prescribed by Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to Employees." Companies that apply APB No. 25 are required to include pro forma disclosures of net earnings and earnings per share as if the fair-value-based method of accounting had been applied. The Company elected to account for such plans under the provisions of APB No. 25. Unaudited Interim Information The information presented as of June 30, 1999 and September 30, 1999, and for the six-month period ended June 30, 1999 and the three-month period ended September 30, 1999, has not been audited. In the opinion of management, the unaudited interim financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company's financial position as of June 30, 1999 and September 30, 1999, and the results of its operations and its cash flows for the six months ended June 30, 1999 and the three months ended September 30, 1999, and the stockholders' equity for the six months ended June 30, 1999 and for the three months ended September 30, 1999. Page 11 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Inventory Inventory is stated at the lower of cost or market on a First-In, First-Out basis, and consists primarily of merchandise held for resale. NOTE 3 - INCOME TAXES The company has elected to capitalize the start up cost incurred during 1998 of $170,382. The start up cost will be amortized over sixty (60) months in accordance with the internal revenue code. The Company's evaluation of the tax benefit of its carry forward is presented in the following table. The tax amounts have been calculated using the 34% federal and 5.5% state income tax rates. 1998 Deferred Tax Asset: Tax benefit of net operating loss $67,301 Less valuation allowance (67,031) ---------- Deferred Tax Asset $ - ========== NOTE 4 - STOCK OPTIONS At December 31, 1998, the Company has granted 222,001 stock options to certain employees and consultants at an exercise price of $0.25 per share. The Company has elected to account for the stock options under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. Accordingly, no compensation expensehas been recognized on the employee stock options. The company accounts for stock options granted to consultants under financial Accounting Standards Board Statement No. 123, "Accounting for Stock-Based Compensation". The Company recognized $17,220 in compensation expense for the period ended December 31, 1998. The fair value of each option is estimated on the date of grant using the fair market value option pricing model with the assumption: Risk-free interest rate 6.0% Expected life (years) 10 Expected volatility N/A Expected dividends None Page 12 TRILOGY INTERNATIONAL, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- A summary of option transactions during the six months ended December 31, 1998 is shown below: Number Weighted Average of Shares Exercise Price Outstanding at January 1, 1998 - - Granted 222,001 0.25 Exercised - Forfeited - ---------- Outstanding at December 31, 1998 222,001 ---------- Exercisable at December 31, 1998 222,001 ---------- Available for issuance at December 31, 1998 26,760,000 ========== NOTE 5 - SUBSEQUENT EVENTS In April 1999, the Company completed a private placement offering. The offering was for 11 units consisting of 120,000 shares of common stock and 60,000 shares of series a participating preferred stock. The company issued 1,320,000 shares of common stock and 660,000 of preferred stock for a total of $660,000, net of $24,739 issuance cost. In September 1999, the Board of Directors authorized the Company to sell four (4) additional units consisting of 480,000 shares of common stock and 240,00 shares of preferred stock. In addition, the majority shareholders agreed to return up to 240,000 shares of common stock to the treasurer. In September 1999, the company sold approximately 33,000 shares of preferred stock and 66,000 shares of common stock (33,000 new shares plus 33,000 shares returned by the shareholders). The amount obtained for the issuance of these shares was $33,000. On November 17, 1999, all of the outstanding preferred stock was converted to common stock. The company issued a total of 744,818 shares of common stock in exchange for 744,818 shares of preferred stock. On December 1, 1999, through a wholly owned subsidiary, AmeriNet Group.com, Inc. (AmeriNet) acquired 100% of the outstanding common stock of the Company. As consideration, AmeriNet issued 1,817,273 shares of common stock to the stockholders of the Company. Under the terms of the acquisition agreement, AmeriNet will invest up to $900,000 in the Company within 180 days after the completion of the merger and filing of the required reports with the United States Securities and Exchange Commission. At the date of acquisition, all of the outstanding stock options and warrants were converted into options and warrants to purchase 1/3 shares of AmeriNet Group.com, Inc., common stock and an exercise price of $0.75 per share. Page 13 AmeriNet Group.com, Inc. Pro Forma Combined Balance Sheets September 30, 1999 (Unaudited) AmeriNet WRI Combined Trilogy Int'l Pro forma Sept. 30, 1999 Sept. 30, 1999 Total Sept. 30, 1999 Adjustments Combined Current assets: Cash $ 32,718 $ 7,598 $ 40,316 $ 5,778 $ 46,094 Accounts receivable, net 49,093 71,896 120,989 2,132 123,121 Inventory - - - 143,339 143,339 Prepaid and other assets - 510 510 - 510 ------------------------------------------------------------------------------------------------- Total current assets 81,811 80,004 161,815 151,249 - 313,064 Property and equipment, net 53,326 67,094 120,420 138,420 - 258,840 ------------------------------------------------------------------------------------------------- Other assets: Goodwill, net 639,589 725,989 1,365,578 -(e) 3,522,892 4,888,470 Loan costs - - - 5,000 5,000 Deposits 14,492 - 14,492 15,675 30,167 ------------------------------------------------------------------------------------------------- Total other assets 654,081 725,989 1,380,070 20,675 3,522,892 4,923,637 ------------------------------------------------------------------------------------------------- Total assets $789,218 $873,087 $1,662,305 $310,344 $3,522,892 $5,495,541 ================================================================================================= Current liabilities: Accounts payable $ 65,370 $ 78,797 $144,167 $ 138,815 $ 282,982 Accrued expenses 15,010 9,646 24,656 365,756 390,412 Deferred revenue 39,970 69,838 109,808 - 109,808 Loan to stockholders 29,333 77,755 107,088 34,858 141,946 Loan payable - others 75,000 34,000 109,000 - 109,000 Cash overdraft - - - - - ------------------------------------------------------------------------------------------------ Total current liabilities 224,683 270,036 494,719 539,429 - 1,034,148 Stockholders' equity (deficit): Preferred stock - - - 346,500 (346,500) - Common stock 81,924 7,500 89,424 4,655 13,518 107,597 Common stock to be retired (9,328) - (9,328) - (9,328) Outstanding stock options - - - 17,270 17,270 Additional paid in capital 4,254,223 739,593 4,993,816 425,064 2,833,300 8,252,180 Accumulated deficit (3,762,284) (144,042) (3,906,326) - (3,906,326) Accumulated deficit from inception of Development stage - (1,022,574) 1,022,574 - ------------------------------------------------------------------------------------------------ Total stockholders' equity (deficit) 564,535 603,051 1,167,586 (229,085) 3,522,892 4,461,393 ------------------------------------------------------------------------------------------------ Total liabilities and stockholders' equity $ 789,218 $873,087 $1,662,305 $ 310,344 $3,522,892 $5,495,541 ===============================================================================================
1. The Pro Forma Balance Sheet at Sept. 30, 1999, is based upon the balance sheets of the Registrant and Trilogy International, Inc., as of Sept. 30, 1999. (e) The purchase price for the acquisition of all the common stock of Trilogy International, Inc., was 1,817,273 shares at $1.8125 per share. Goodwill of $ 3,522,892 would have been recorded if the acquisition had taken place on Sept. 30, 1999. Page 14 AmeriNet Group.com, Inc. Pro Forma Combined Statement of Income For the three months ended Sept 30, 1999 (Unaudited) AmeriNet WRI Trilogy Int'l Three months ended Three months ended Combined Three months ended Pro Forma Sept. 30, 1999 Sept. 30, 1999 Total Sept. 30, 1999 Adjustments Combined Revenues earned $ 168,169 $ 252,083 $420,252 $ 38,571 $ 420,252 Cost of revenues earned 69,109 161,348 230,457 18,375 230,457 ---------------------------------------------------------------------------------------------------- Gross profit 99,060 90,735 189,795 20,196 - 189,795 Operating expenses: Selling, general and administrative expense 476,341 193,600 669,941 381,615(f) 53,506 1,105,062 ---------------------------------------------------------------------------------------------------- Total operating expenses 476,341 193,600 669,941 381,615 53,506 1,105,062 ---------------------------------------------------------------------------------------------------- Net income (loss) $ (377,281) $(102,865) $(480,146) $ (361,419) $(53,506) $(915,267) ==================================================================================================== Basic net loss per share $ (0.05) $ (0.06) $ (0.11) ================================================== ============ Weighted average shares outstanding 8,148,308 8,679,308 8,439,839 ================================================== ============ Fully diluted net loss per share $ (0.05) $ (0.06) $ (0.11) ================================================== ============ Fully diluted average shares outstanding 8,148,308 8,679,308 8,439,839 ================================================== ===========
1. The Pro Forma Statement of Operations for the three months ended Sept. 30, 1999 is based upon the three months ended Sept. 30, 1999 for the Registrant and Trilogy International, Inc. and gives effect to the acquisition as if it had occured on July 1, 1999. (f) Amount represents the amortization of the goodwill of $ 3,210,373 over 15 years using the straight line method. Page 15 AmeriNet Group.com, Inc. Pro Forma Combined Balance Sheets June 30, 1999 (Unaudited) AmeriNet WRI Combined Trilogy Int'l Pro forma June 30, 1999 June 30, 1999 Total June 30, 1999 Adjustments Combined Current assets: Cash $ 79,021 $ 13,832 $ 92,853 $ 229,339 $ 322,192 Accounts receivable, net 76,662 49,250 125,912 - 125,912 Inventory - - - 33,415 33,415 Prepaid and other assets - - - - - ------------------------------------------------------------------------------------------------ Total current assets 155,683 63,082 218,765 262,754 - 481,519 Property and equipment, net 33,656 35,054 68,710 109,993 - 178,703 ------------------------------------------------------------------------------------------------ Other assets: Goodwill, net 1,470,559 763,646 2,234,205 - (c) 3,210,373 5,444,578 Deposits 14,492 14,492 18,648 33,140 ------------------------------------------------------------------------------------------------ Total other assets 1,485,051 763,646 2,248,697 18,648 3,210,373 5,477,718 ----------------------------------------------------------------------------------------------- Total assets $1,674,390 $ 861,782 $2,536,172 $ 391,395 3,210,373 $6,137,940 ================================================================================================ Current liabilities: Accounts payable $ 10,648 $ 51,475 $ 62,123 $ - $ 62,123 Accrued expenses 16,901 9,646 26,547 307,962 334,509 Deferred revenue 80,558 68,191 148,749 - 148,749 Loan to stockholders 29,333 14,601 43,934 - 43,934 Cash overdraft - - - - - ------------------------------------------------------------------------------------------------ Total current liabilities 137,440 143,913 281,353 307,962 - 589,315 Stockholders' equity (deficit): Preferred stock - - - 330,000 (330,000) - Common stock 80,948 5,310 86,258 4,560 13,613 104,431 Outstanding stock options - - 17,270 - 17,270 Additional paid in capital 4,841,005 791,291 5,632,296 392,758 2,865,605 8,890,659 Accumulated deficit (3,128,785) (78,732) (3,207,517) - - (3,207,517) Accumulated deficit from inception of development stage (256,218) - (256,218) (661,155) 661,155 (256,218) ------------------------------------------------------------------------------------------------ Total stockholders' equity (deficit) 1,536,950 717,869 2,254,819 83,433 3,210,373 5,548,625 ------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $1,674,390 $ 861,782 $ 2,536,172 $ 391,395 $ 3,210,373 $6,137,940 =================================================================================================
1. The Pro Forma Balance Sheet at June 30, 1999, is based upon the balance sheets of the Registrant and Trilogy International, Inc., as of June 30, 1999. (c) The purchase price for the acquisition of all the common stock of Trilogy International, Inc., was 1,817,273 shares at $1.8125 per share. Goodwill of $ 3,210,373 would have been recorded if the acquisition had taken place on June 30, 1999. Page 16 AmeriNet Group.com, Inc. Pro Forma Combined Statement of Income For the six months ended June 30, 1999 (Unaudited) AmeriNet WRI Trilogy Int'l Six months ended Six months ended Combined Six months ended Pro Forma June 30, 1999 June 30, 1999 Total June 30, 1999 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, general and administrative expense 256,218 444,848 701,066 490,773(d) 109,794 1,301,633 ---------------------------------------------------------------------------------------------------- Total operating expenses 256,218 444,848 701,066 490,773 109,794 1,301,633 ---------------------------------------------------------------------------------------------------- Net income (loss) $ (256,218) $ 12,203 $(244,015) $ (490,773) $ 109,794) $ (844,582) ==================================================================================================== Basic net loss per share $ (0.04) $ (0.04) $ (0.10) ================================================ ============ Weighted average shares outstanding 6,091,566 6,622,566 8,439,839 ================================================ ============ Fully diluted net loss per share $ (0.04) $(0.04) $ (0.10) ================================================ ============ Fully diluted average shares outstanding 6,091,566 6,622,566 8,439,839 ================================================ ============
1. The Pro Forma Statement of Operations for the six months ended June 30, 1999 is based upon the six months ended June 30, 1999 for the Registrant and Trilogy International, Inc. and gives effect to the acquisition as if it had occured on January 1, 1999. (d) Amount represents the amortization of the goodwill of $ 3,293,807 over 15 years using the straight line method. Page 17 AmeriNet Group.com, Inc. Pro Forma Combined Balance Sheets December 31, 1998 (Unaudited) AmeriNet WRI Combined Trilogy Int'l Pro forma Dec. 30, 1998 Dec. 31, 1998 Total Dec. 31, 1998 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 - - - ------------------------------------------------------------------------------------------------- Total current assets 13,182 36,041 49,223 - - 40,817 Property and equipment, net - 30,162 30,162 - - 30,162 ------------------------------------------------------------------------------------------------- Other assets: Goodwill, net - 763,646 763,646 - 3,293,807 4,057,453 ------------------------------------------------------------------------------------------------- Total other assets - 763,646 763,646 - 3,293,807 4,057,453 ------------------------------------------------------------------------------------------------- Total assets $ 13,182 $ 829,849 $ 843,031 $ - $ 3,293,807 $4,128,432 ================================================================================================= Current liabilities: Accounts payable $ 4,661 $ 42,602 $ 47,263 $ - $ - $ 47,263 Accrued expenses 147,000 19,187 166,187 63,406 - 229,593 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 63,406 - 364,705 Stockholders' equity (deficit): Common stock 59,911 5,310 65,221 3,240 14,933 83,394 Outstanding stock options 17,270 - 17,270 Additional paid in capital 2,930,395 674,901 3,605,296 86,466 3,111,492 6,803,254 Retained earnings(deficit) (3,128,785) - (3,128,785) (170,382) 170,382 (3,128,785) -------------------------------------------------------------------------------------------------- Total stockholders' equity (deficit) (138,479) 680,211 541,732 (63,406) 3,296,807 3,775,133 ------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 13,182 $ 829,849 $ 843,031 $ - $ 3,296,807 $4,139,838 =================================================================================================
1. The Pro Forma Balance Sheet at December 31, 1998, is based upon the balance sheets of the Registrant and Trilogy International, Inc., as of December 31, 1998. (a) The purchase price for the acquisition of all the common stock of Trilogy International, Inc., was 1,817,273 shares at $1.8125 per share. Goodwill of $3,293,807 would have been recorded if the acquisition had taken place on December 31, 1998. Page 18 AmeriNet Group.com, Inc. Pro Forma Combined Statement of Income For the twelve months ended December 31, 1998 (Unaudited) AmeriNet WRI Trilogy Int'l Twelve months ended Twelve months ended Combined Five months ended Pro Forma December 31, 1998 December 31, 1998 Total December 31, 1998 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 - 697,499 697,499 - - 697,499 Operating expense: Selling, General and Administrative - 839,344 839,344 170,382 219,587 1,229,313 ---------------------------------------------------------------------------------------------------- Total operating expense - 839,344 839,344 170,382 219,587 1,229,313 Loss from operations - (141,845) (141,845) (170,382) (219,587) (531,814) 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) $ (141,845) $(704,260) $(170,382) $(219,587) $(1,094,229) ==================================================================================================== Basic net loss per share $ (0.13) $ (0.15) $ (0.17) ================ ============ ============ Weighted average shares outstanding 4,174,778 4,705,778 6,523,051 ================ ============ ============ Fully diluted net loss per share $ (0.13) $ (0.15) $ (0.17) ================ ============ ============ Fully diluted average shares outstanding 4,174,778 4,705,778 6,523,051 ================ ============ ============
1. The Pro Forma Statement of Operations for the year ended December 31, 1998 is based upon the twelve months ended December 31, 1998 for the Registrant and Trilogy International, Inc., and gives effect to the acquisition as if it had occured on January 1, 1998. (b) Amount represents the amortization of goodwill of $ 3,293,807 over 15 years using the straight line method. Page 19 -----END PRIVACY-ENHANCED MESSAGE-----