-----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, N41e9q4vMzQNlT+ms1Fj6ocxaYhQYVqNVR5/KgKA8/SvM7CQZIZ9Ut9EFSReTcFh p6au+Uh6dusViG8uC4/Jog== 0000050471-00-000004.txt : 20000224 0000050471-00-000004.hdr.sgml : 20000224 ACCESSION NUMBER: 0000050471-00-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000214 DATE AS OF CHANGE: 20000223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: 6500 IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 544490 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 10QSB 1 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0416 Expires: May 31, 2000 Estimated average burden hours per response: 9708.0 Form 10-QSB Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1999 Commission file number 000-03718 AmeriNet Group.com, Inc. (Name of small business issuer in its charter) Delaware -------- (State of incorporation or organization) 11-2050317 ---------- (I.R.S. Employer Identification No.) 2500 North Military Trail Suite 225, Boca Raton, Florida 33431 -------------------------------------------------------------- (Address of principal executive offices) 33487 ----- (Zip Code) Issuer's telephone number: (561) 998-3435 -------------- State the number of shares outstanding of each of the small business issuer's classes of common equity, as of the latest practicable date. As of December 31,1999, there were 10,430,126 shares of the small business issuer's common stock outstanding. Transitional Small Business Disclosure Format (Check one): Yes No x Page 1 Available Information. The public may read and copy any materials filed by the Registrant with the Commission at the Commission's Public Reference Room at 450 Fifth Street, Northwest, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800- SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding the Registrant and other issuers that file reports electronically with the Commission, at http://www.sec.gov. The Registrant's wholly owned operating subsidiary, Wriwebs.com, Inc., maintains a web site at http://www.wriwebs.com. 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. Page 2 Table of Contents & Cross Reference Sheet Part Item Page Number Number Number Caption I 1 Financial Statements 4 Condensed Consolidated Financial Statements 5 Condensed Consolidated Balance Sheet (Unaudited) as of December 31, 1999 6 Condensed Consolidated Statements of Operations (Unaudited), for the Six Months Ended December 31, 1999 and 1998, and for the three months ended December 31, 1999 and 1998. 7 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended December 31, 1999 and 1998 8 - 11 Notes to Condensed Consolidated Financial Statements 2 Management's Discussion and Analysis or Plan of Operation 12 Plan of Operation 12 General 13 Recent Developments Pertaining to Plan of Operation 13 Results of Operations 14 Liquidity and Capital Resources II 1 15 Legal Proceedings 2 15 Changes in Securities 3 * Defaults Upon Senior Securities 4 * Submission of Matters to Vote of Securities Holders 5 18 Other Information 6 21 Exhibits and Reports on Form 8-K - - ------------- * Not Applicable Page 3 Part I - Financial Information Item 1. Financial Statements: AMERINET GROUP.COM, INC. AND SUBSIDIARY (f/k/a EQUITY GROWTH SYSTEMS, INC.) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PERIOD ENDED DECEMBER 30, 1999 AND 1998 TABLE OF CONTENTS Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheet (Unaudited) as of December 31, 1999...................................... 5 Condensed Consolidated Statements of Operations (Unaudited),for the Six Months Ended December 31, 1999 and 1998, and for the Three Months Ended December 31, 1999 and 1998.................. 6 Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended December 31, 1999 and 1998.................... 7 Notes to Condensed Consolidated Financial Statements............ 8-11 Page 4 AMERINET GROUP.COM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1999 (UNAUDITED) ASSETS Current assets: Cash $ 51,103 Accounts receivable, net 1,908 Accounts receivable - WRIwebs.com, Inc. 100,000 Inventory 149,683 ------- Total current assets 302,694 ------- Property and equipment, net 139,879 ------- Other assets: Goodwill, net 3,917,437 Loan costs, net 4,687 Investment in WRIwebs.com, Inc. 741,353 Deposits 11,100 --------- Total other assets 4,674,577 --------- Total assets $5,117,150 ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 75,387 Accrued expenses 436,725 Loans payable - other 275,800 ------- Total current liabilities 787,912 ------- Equity subject to potential redemptions 748,104 ------- Stockholders' equity: Preferred stock, no par value, 5,000,000 shares authorized, -0- issued and outstanding - Common stock, $0.01 par value, 20,000,000 shares authorized, 10,195,199 shares issued and outstanding 101,952 Outstanding stock options 17,270 Additional paid in capital 8,363,834 Accumulated deficit (4,901,922) ----------- Total stockholders' equity 3,581,134 ----------- Total liabilities and stockholders' equity $5,117,150 ==========
See accompanying notes to condensed consolidated financial statements. Page 5 AMERINET GROUP.COM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998 AND THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED) Three Months Ended Six Months Ended 12/31/99 12/31/98 12/31/99 12/31/98 Revenues earned $ 36,709 $ - $ 204,878 $ - Cost of revenues earned 88,969 - 158,078 - -------- --------- --------- ---------- Gross profit (loss) (52,260) - 46,800 - Selling, general and administrative expenses 907,000 - 799,816 - Depreciation and amortization 151,129 - 212,453 - Goodwill - charges and transactions - - 522,201 - ---------- --------- ---------- --------- Total operating expenses 1,058,129 - 1,534,470 - ---------- --------- ---------- --------- Income (loss) from operations (1,110,389) - (1,487,670) - ----------- --------- ----------- --------- Other income (expense): Interest expense (22,500) - (22,500) - Equity in losses of subsidiary (6,751) - (6,751) - ------- --------- ---------- -------- Total other income (expense) (29,251) - (29,251) - -------- --------- ----------- -------- Provision for income taxes - - - - -------- --------- ----------- -------- Loss from discontinued operations - (545,147) - (544,696) -------- --------- ----------- -------- Net loss $(1,139,640) $ (545,147) $(1,516,921) $ (544,696) ============ =========== ============ ========== Basic loss per share $ (0.14) $ (0.13) $ (0.19) $ (0.13) ------------ ----------- ------------ ----------- Weighted average shared outstanding 8,237,444 4,174,778 8,193,324 4,174,778 ============ =========== ============ =========== Fully diluted loss per share $ (0.14) $ (0.13) $ (0.19) $ (0.13) ------------ ----------- ------------ ----------- Fully diluted average shares outstanding 8,237,444 4,222,191 8,193,324 4,222,191 ============ ========== ============ ===========
See accompanying notes to condensed consolidated financial statements. Page 6 AMERINET GROUP.COM, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED) 1999 1998 Cash flows from operating activities: Net cash used by operations $ (624,300) $ (292,850) ----------- ----------- Cash flows from investing activities: Purchase of property and equipment (20,506) - Cash overdraft acquired in acquisition (9,262) - ----------- ----------- Net cash used by investing activities: (29,768) - ----------- ----------- Cash flows from financing activities: Common stock issued for cash, net of costs 326,150 35,000 Capital contributions 25,000 (Increase) decrease in mortgage and notes receivable - 1,570,888 Increase (decrease) in mortgage and notes payable 275,000 (1,299,828) ----------- ----------- Net cash provided by financial activities 626,150 306,060 ----------- ----------- Net increase (decrease) in cash (27,918) 13,210 Cash at beginning of period 79,021 (28) ----------- ----------- Cash at end of period $ 51,103 $ 13,182 =========== =========== Supplemental disclosure of cash flow information: Cash paid during the year for: Interest $ 2,938 $ - =========== =========== Non-cash transactions affecting investing and financing activities: Common stock issued for equipment 7,500 - =========== =========== Common stock issued for interest 15,000 - =========== =========== Common stock issued for acquisitions 2,348,273 - =========== =========== Contribution of professional services $ 452,725 $ - =========== ===========
See accompanying notes to condensed consolidated financial statements. Page 7 AMERINET GROUP.COM, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - - -------------------------------------------------------------------------------- NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the results for the interim periods presented have been included. These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's Annual Financial Statements for the year ended June 30, 1999. Operating results for the three and six months ended December 31, 1999 are not necessarily indicative of the results that may be expected for the year ending June 30, 2000. It is recommended that the accompanying condensed financial statements be read in conjunction with the consolidated financial statements and notes thereto include in the Company's 1999 Annual Report on Form 10-K. NOTE 2 - ACQUISITIONS American Internet Technical Center, Inc. During October, 1999, the Company renegotiated its agreement with AITC's former principal stockholders, who agreed to return 932,756 of the 1,486,736 AmeriNet shares originally issued to them in exchange for release from their multi-year employment agreements and $48,000, payable in six monthly installments of $8,000 each, beginning October, 1999, and agreed to the cancellation of all rights to receipt of additional, performance-based shares. Consequently, Yankee Companies, Inc. returned 94,602 shares of common stock initially issued as part of the AITC acquisition for $4,800. The company plans to retire these shares of common stock. In November 1999, the Company merged AITC into WRIwebs.com, Inc. The surviving corporation is accounted for under the equity method of accounting. Trilogy International, Inc. On December 1, 1999, the Company, through a wholly owned subsidiary, acquired all of the outstanding common stock of Trilogy International, Inc. (a development stage company). As consideration, the Company issued 1,817,273 shares of common stock to the shareholders of Trilogy, and will issue 181,727 shares to Yankee as consideration for its assistance in completing the acquisition. In addition, the Company has agreed to provide up to $900,000 in financing to Trilogy within 180 days after completion of the acquisition and the filing of the required reports with the United States Securities and Exchange Commission. The acquisition was accounted for using the purchase method of accounting. The results of operations are included in the consolidated statement of operations since the date of the acquisition. Goodwill of $4,028,376 was recorded in this transaction and is being amortized over three (3) years, using the straight-line method. Page 8 AMERINET GROUP.COM, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - - -------------------------------------------------------------------------------- NOTE 2 - ACQUISITIONS, continued The following summarizes the fair value of the Trilogy's assets acquired and the liabilities on the date of the acquisition: Accounts receivable $ 2,132 Inventory 154,941 Property and equipment 134,185 Loan closing costs 4,792 Deposits 11,100 Accounts payable (171,451) Checks outstanding in excess of bank balance (9,262) Accrued expenses (484,947) Outstanding stock options (17,270) ------------- Net liabilities $ (375,780) ============= WRIwebs.com, Inc. On November 30, 1999, the Company merged American Internet Technical Center, Inc. with WRIwebs.com, Inc ("WRI"). As consideration, the Company issued 531,000 shares of its common stock to the shareholders of WRI and will issue 53,100 shares of common stock to Yankee. In addition, the Company has agreed to provide up to $300,000 in financing within 120 days after the completion of the merger and the filing of the required reports with the United States Securities and Exchange Commission. The Company accounts for the investment in WRIwebs.com, Inc. under the equity method. The company recognizes 20 percent of WRI's net losses. WRI Subject to Partial Re-Acquisition Rights In connection with the acquisition, the agreement provides that the current majority stockholder of WRI retains the right, for a period of two years starting on the 182nd day following completion of the Merger, to exchange all of his Amerinet securities issued pursuant to the agreement, including dividends or distributions based on the ownership thereof, for between seventy and eighty percent of the Surviving Corporation's Common Stock. The Surviving Corporation would repay all funds advanced to it or it's affiliates or designees directly or indirectly by or through Amerinet together with: (a.) Interest at the rate of six percent per annum from the day of funding, concurrently with the exercise of the Caputa option or (b.) Over a period of twenty four months, in equal installments, starting on the date of the exercise of the option, together with interest at the rate of eight percent per annum, payable first, and after all the interest has been paid of principle. Such repayment obligation is secured through a pledge of assets of the Surviving Corporation either having a value equal to 150% of the aggregate indebtedness or comprised of all of the Surviving Corporation's Capital Stock, in either case using forms of notes and security agreements mutually agreed to by Amerinet and the Surviving Corporation; and, the payment is guaranteed by Mr. Caputa. Page 9 AMERINET GROUP.COM, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - - -------------------------------------------------------------------------------- NOTE 3 - GOODWILL Goodwill represents the amount by which the purchase price of businesses acquired exceeds the fair market value of the net assets acquired under the purchase method of accounting. Effective November 30, 1999, the Company merged its wholly owned subsidiary American Internet Technical Center, Inc. with WRIwebs.com, Inc.; the surviving Corporation is accounted for under the equity method. As a result, the Company can no longer consolidate American Internet Technical Center, Inc., and the unamortized portion of the goodwill relating to this acquisition was reduced from $614,484 to zero. At December 31, 1999, the excess of the fair value of the net assets of Trilogy International, Inc. is $4,028,376 and is recorded as goodwill, and is being amortized on a straight-line basis over three (3) years. The accumulated amortization at December 31, 1999 was $110,940. NOTE 4 - STOCKHOLDERS' EQUITY During the three months ended December 31, 1999, the Company issued common stock for cash and consideration for acquisition and services. (a) The Company issued 667,000 shares of common stock for cash during the three months ended December 31, 1999. The total amount obtained from the issuance was $300,250. (b) The Company issued a total of 2,348,273 shares for the acquisition of Trilogy and WRI. (c) The Company issued 15,000 shares to Xcel Associates as consideration for the loan. The Company recorded $22,500 as interest expense. (d) In connection with the renegotiation with AITC, Yankee returned 94,602 shares of common stock it received as compensation for services related to the acquisition for $4,800. During the three months ended September 30, 1999, the company issued its common stock for cash and in exchange for equipment as follows: (a) On July 22, 1999, 7,500 shares of common stock were issued for equipment purchased. This transaction resulted in $6,075 of fixed assets expense, which was capitalized. (b) The Company issued 90,000 shares of common stock for cash during the three months ended September 30, 1999. The total amount obtained from the issuance was $27,500. (c) On September 8, 1999, Xcel Associates purchased a warrant for $10,000 to purchase up to 1,000,000 shares of the Company's common stock at $0.75 per share. As required under Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Corporations" (FASB No. 123), this option is to be valued under the Fair Value Based Method, and results in stock issuance costs of $174,570. (d) Additional paid-in capital of the Company increased by $192,115. This increase was due to a capital contribution of professional services provided to the company during the three-month period July 1, 1999 through September 30, 1999. Page 10 AMERINET GROUP.COM, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - - -------------------------------------------------------------------------------- NOTE 5 - BORROWINGS During the second quarter the Company borrowed $200,000 from various shareholders and other related parties. The notes carry various interest rates and are due on demand. On September 27, 1999, Xcel Associates ("Xcel) loaned AITC $75,000; the note is due on December 31, 1999. In lieu of interest, Xcel subsequently received 15,000 shares of the Company's common stock, in November 1999. Yankee has pledged 35,000 shares of its common stock as collateral, and the Company has agreed to indemnify Yankee in the event that Xcel retains the collateral for non-payment of the note by AITC. Additionally, the Company will issue 3,500 shares of its common stock to Yankee Companies as compensation. NOTE 6 - INVESTMENTS IN WRIWEBS.COM, INC., AT EQUITY The condensed financial data of WRIwebs.com, Inc. is presented for the period December 1, 1999 (the effective date of the merger) to December 31, 1999. Summary of Operations Revenue $ 91,282 Costs and expenses (125,040) ---------------- Net loss $ (33,758) ---------------- Amerinet's equity in net losses $ (6,751) ---------------- Balance Sheet Data Assets Current assets $ 91,480 Non-current assets 68,688 ---------------- Total assets $ 160,168 ---------------- Liabilities and Shareholders' Equity Current liabilities $ 355,187 Non-current liabilities 34,000 Shareholders' equity (229,019) ---------------- Total liabilities and shareholders' equity $ 160,168 -------------- Page 11 Item 2. Management's Discussion and Analysis or Plan of Operation Plan of Operation General The Registrant is currently a holding company with two operating subsidiaries, Wriwebs.com, Inc. (formerly known as American Internet Technical Center, Inc.), and Trilogy, International, Inc. Through its current officers and directors, the Registrant is also involved in providing consulting services to client companies that desire to attain public trading status, in exchange for the issuance of a percentage of the client's securities directly to the Registrant's stockholders after such securities have been registered with the Commission as required by the Securities Act and the Exchange Act. In addition to obtaining a benefit for the Registrant's stockholders directly through their receipt of securities of the client companies, the Registrant hopes to develop relationships with its consulting clients that, in appropriate instances, will lead to their acquisition by the Registrant or to the establishment of ongoing business relationships with subsidiaries of the Registrant. In no instance, however, does the Registrant intend to become involved with any control over the business operations of such clients unless they are acquired by the Registrant. The Registrant seeks to acquire operating companies that can benefit from the Registrant's public reporting and trading status, from the experience of the Registrant's directors, from synergy resulting from consolidation of non-operating aspects of the subsidiaries' business at the holding company level, from the related operations of the Registrant's subsidiaries and from the resulting ability to concentrate on the continued development of their core businesses without the distractions required to operate independently in an extensive regulatory environment. As a holding company, the Registrant provides its subsidiaries with centralized functions such as: Over the next fiscal year, the Registrant plans to acquire additional companies and recruit operating and research and development personnel that are complementary to WRI, and Trilogy, and its current operating subsidiaries. The Registrant is currently a party to letter of intent with Custom Software Systems,Inc. ("CSSI") which it hopes will provide the research and development capabilities called for under the Registrant's strategic plan (see Part II, Item 5 for more detailed information). Page 12 Recent Developments Pertaining to Implementation of Plan of Operation The Registrant's ability to continue as a going concern is dependent upon its ability to attain a satisfactory level of profitability and to continue to have access to suitable financing. As stated in the 10- QSB for the period ended September 30, 1999 and 10-KSB for the period ending June 30, 1999, in order for the Registrant to re-attain profitable operations, management will have to re-establish internal service and capabilities, diversify the services offered, focus on new challenges and take advantage of new opportunities. Management believes that such capabilities are in place through the assistance of Yankees and Xcel. In conjunction with implementation of the required operating reforms, the Registrant totally restructured its transaction with American Internet, recovering most of the securities issued in exchange for American Internet's capital stock and terminating all rights to additional consideration, and acquired Wriwebs.com, Inc., a Florida corporation ("WRI") through a merger with American Internet which became effective on November 12, 1999 (see Part II, Item 5). The acquisition of WRI provided the internal operational requirements that American Internet required in order to arrest its declining operations and increasing losses. The acquisition was effected in exchange for 531,000 shares of the Registrant's common stock, with up to an additional 150,000 shares of common stock issuable based on WRI's operational results over the next three years. While WRI was merged into American Internet, WRI's officers and directors assumed control over all of the merged companies' assets and operations and American Internet's name was changed to Wriwebs.com, Inc. (for purposes of this report, the merged entities will be referred to as "New WRI"). The Registrant provided New WRI with $100,000 in expansion capital at closing on the merger and has provided it with an additional $97,500 as of the date of this report. It expects to invest up to an additional $102,500 during the fiscal year ending on June 30, 2000, based on New WRI's performance. Like American Internet, WRI is engaged in the design, sale and hosting of Internet web sites. Unlike American Internet, it performed almost all functions in house and is implementing a plan to upgrade the quality and complexity of its web sites in order to attract more profitable business. On December 1, 1999 the Registrant acquired a second subsidiary, Trilogy International, Inc., a Florida corporation ("Trilogy"). The acquisition involved an exchange of 1,817,273 shares of the Registrant's common stock with Trilogy's then current stockholders and assumption of options to purchase Trilogy common stock which will allow the holders to purchase an aggregate of 338,940 additional shares of the Registrant common stock at $0.75 per share. The Registrant has provided Trilogy with $413,000 in funding since its acquisition and expects to provide up to an additional $487,000 during the fiscal year ending on June 30, 2000, based on Trilogy's performance. Trilogy markets a proprietary line of wholesome, clinically tested non-toxic pet care products under the label "Trilogy's Best Friends, formulated by Trilogy's chief product development officer, Jane Bicks, DVM. Dr. Bicks is a pioneer of natural medicine and a nationally recognized veterinarian. She has authored three books and appeared as a veterinary expert on CBS' 48 Hours, ABC's Good Morning Show, Animal Planet's Petsburgh, QVC's Pet Shops and the Home Shopping Network's Pet Solutions. Trilogy also markets consumer dietary supplements through its "Essence of Life Colostrum Formula" with Astragalus, a nutritional supplement that supports a healthy immune system. Detailed information concerning Trilogy can be found at its Internet web site at Results of Operations Because WRI's former principal stockholder has an option to acquire between 70% and 80% WRI's common stock until November 11, 2001, by repaying all advances from the Registrant (with interest) and returning all securities or other distributions received from the Registrant, generally accepted accounting principals do not permit consolidation of WRI's financial statements with those of the Registrant. Rather, the WRI acquisition is accounted for as though the Registrant acquired between 20% and 30% of WRI's common stock as an investment. The stock purchase option was designed to provide the former controlling stockholder of WRI with an opportunity to reconsider his decision to become associated with the Registrant should he find that the relationship was not working to his satisfaction. While no assurances can be provided that the option will not be exercised, management of the Registrant believes that all parties are satisfied with their current relationship and would be surprised if such option were exercised. Page 13 During the three months ended December 31, 1999 the Registrant reported revenue of approximately $36,709 as compared to revenue from all sources (other than WRI) of $0.00 during the comparable three month period in 1998. WRI's revenue for the three months ended December 31, 1999 was $262,860. During the three months ended December 31, 1999 the Registrant's cost of revenues (excluding WRI) was approximately $88,969 as compared to no cost of revenue during the comparable three month period in 1998. The increase was attributed to discontinued operations in the prior year and a change of business in the current year. During the three months ended December 31, 1999, WRI's cost of revenues was approximately $137,986. During the three months ended December 31, 1999 the Registrant (excluding WRI) reported a net loss of approximately $(1,139,640) or $(0.14) loss per share, compared to $(545,147) net loss or $(0.13) in the comparable three month period in 1998. During the three months ended December 31, 1999, WRI reported a net loss of approximately $(38,270). If the WRI financial statements had been consolidated with the Registrant's then the loss per share for the period ended December 31, 1999 would have been $(0.14). A majority of the current periods loss ($782,812 of the $1,139,640 loss) was attributable to the accounting treatment required under generally accepted accounting principles for the accounting of "goodwill" and "re-valuation of stock options received for services rendered." Yankees provided services worth $260,610 for the quarter ended December 31, 1999, which were treated as an expense and then as a donation of an equivalent sum by Yankees to the Registrant's capital. The goodwill adjustment to the profit and loss statement accounted for $522,202 and the treatment of Yankees' services accounted for $260,610 of the $1,139,640 loss for the period. Liquidity and Capital Resources The Registrant (excluding WRI) had cash on hand in the amount of $51,103 at December 31, 1999 compared to $13,182 at December 31, 1998. The working capital deficit increased from $(138,479) at September 30, 1998 to $(485,218) at the end of the current period. The working capital increase was related principally to the structural difference between the prior business of the Registrant and the current business activities. The Registrant and Trilogy have accumulated a net deficit of $(4,901,922) since their inception in 1964 and 1998 respectively. The financial results of WRI's operations would have had a material impact on Registrant's liquidity and capital resources if its financial statements had been consolidated with the Registrant's. The Registrant's cash on hand would have been increased to $56,720 at December 31, 1999 compared to $17,184 at December 31, 1998 and its working capital deficit is $(682,926) at the end of the current period. Page 14 The Registrant continues to provide its subsidiaries, including WRI with required capital principally from funds obtained through private placement of its common stock to current stockholders and from loans from stockholders, including Yankees and Xcel. It expects to obtain the bulk of its current capital requirements through Xcel's exercise of a warrant to purchase 1,000,000 shares of the Registrant's common stock at $0.75 per share at such time as the shares of common stock underlying the option are registered with the Commission. The Registrant intends to file a registration statement on Commission Form S-3 registering such underlying shares during February of 2000. Part II - Other Information Item 1. Legal Proceedings Neither the Registrant nor its subsidiaries have been involved in any material legal proceedings, except as disclosed in the Registrant's report on Form 10-KSB for the fiscal year ended June 30, 1999, or disclosed on the Form 10-QSB for the quarter ending September 30, 1999 and the Form 8-KSB filed on December 16, 1999. Item 2. Changes in Securities c. Recent sales of unregistered securities Since October 1, 1999, the Registrant sold the securities listed in the tables below without registration under the Securities Act in reliance on the exemption from registration requirements cited. All footnotes follow the last table. Common Equity Number of Total Registration Shares Offering Total (3) Exemption Date Sold Subscriber Consideration Discounts Relied on - - ---- ----- ---------- ------------- --------- --------- October 7 15,000 Xcel (4) (5) None (2) October 26 190,000 Bolena (6) $95,000 (7) None (2) October 26 110,000 K. Walker (6) $55,000 (7) None (2) November 12 100,000 Vanessa Radcliffe (6) $50,000 None (2) November 12 531,000 (8) (8) None (1) November 12, 53,100 Yankees (9) None (1) December 1 1,817,273 (10) (10) None (1) December 1 181,727 Yankees (9) None (1) November 19 200,000 Yankees (12) None (1) December 16 67,000 Joseph Radcliffe (11) None (1)
Consequently, as of December 31, 1999, 10,430,126 shares of the Registrant's common stock was outstanding. Page 15 Common equity subject to outstanding options or warrants to purchase, or securities convertible into, common equity of the Registrant. During the period starting on October 1, 1999 and ending on December 31, 1999, the Registrant reserved 522,834 additional shares of its common stock for issuance in conjunction with obligations incurred during such period. The following table provides summary data concerning such obligations, options and warrants: Designation Nature of Exercise or Number of or Holder The Security Conversion Shares Currently Security Price Reserved Date Former WRI Stockholders (12) (13) 150,000 November 11, 1999 Former Trilogy Stockholders (13) (14) 338,940 December 1, 1999 Yankees (13) (14) 33,894 December 1, 1999 - - -------
(1) Section 4(2) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by the Registrant, after approval by its legal counsel. In addition, each subscriber was directed to review the Registrant's filings with the Commission under the Exchange Act and was provided with access to the Registrant's officers, directors, books and records, in order to obtain required information. (2) Section 4(6) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by the Registrant, after approval by its legal counsel. Each subscriber was directed to review the Registrant's filings with the Commission under the Exchange Act and was provided with access to the Registrant's officers, directors, books and records, in order to obtain required information; and, a Form D reporting the transaction was filed with the Commission. (3) No commissions or discounts were paid to anyone in conjunction with the sale of the foregoing securities, except that Yankees exercised preferential subscription rights granted by the Registrant in its consulting agreement, or Yankees may be entitled to compensation based on the terms of its Consulting Agreement with the Registrant. (4) Xcel Associates, Inc., a New Jersey corporation. (5) Non-qualified stock options and incentive stock options, the terms of which, including price, will be determined prior to issuance. It is anticipated that the exercise price will be 85% or greater of the last transaction price reported on the OTC Bulletin Board or other designated quotation medium on the date of grant. (6) Part of a private placement of up to 900,000 shares of the Registrant's common stock for up to $700,000, the initial 400,000 shares being placed at $0.50 per share and the remaining 500,000 shares to be placed for $1.00 per share. As of November 12, 1999, only the initial 200,000 shares have been subscribed for. (7) Stock purchase warrant. Page 16 (8) The 531,000 shares of the Registrant's common stock were issued to the capital stockholders of WRI in consideration for the merger of WRI into American Internet and the cancellation of all of WRI's capital stock. (9) Shares issued to Yankees and certain of its personnel at the direction of Yankees, in consideration for its services in locating WRI and Trilogy, structuring and negotiating each acquisition, and integration of its operations in a revised strategic plan for the Registrant, pursuant to the Yankee Companies Consulting Agreement. (10) The 1,453,818 shares of the Registrant's common stock were issued to the capital stockholders of Trilogy pursuant to the terms of a Merger Agreement, and an additional 363,455 shares are reserved and distributed pursuant to the escrow instructions pursuant to the terms of the Merger Agreement, in consideration for the merger of Trilogy into a subsidiary of the Registrant and the cancellation of all of Trilogy's capital stock. (11) Part of a private placement of up to 500,000 shares of the Registrant's common stock for up to $200,250, the initial 67,000 shares being placed at $0.75 per share and the remaining shares to be placed for $0.75 per share to Joseph Radcliffe, his designees or assigns, or members of the board of directors desiring to participate in the offering, their designees or assigns or persons or entities approved by the Board of Directors. Any of the shares not purchased by any of the above would be offered to Yankees at the preferred rate pursuant to the Yankee's consulting agreement. (12) A private placement in which Yankees paid $50,000 for 200,000 shares of the Registrant's common stock. Yankees has preferential rights to subscribe for securities offered by AmeriNet pursuant to the Yankees Consulting Agreement dated November 11, 1998, amended November 23, 1999. Pursuant to this amended agreement, authorizes Yankees to receive shares in conformity with a price equal to 50% of the price paid by other subscribers. (13) Rights to receive additional shares of the Registrant's common stock based on the post merger performance of WRI and American Internet as a single corporate entity. The shares will constitute a potential additional component of the consideration for all of the capital stock of WRI (see Part II, Item 5). (14) 338,940 shares of the Registrant's common stock is reserved pursuant to an Exchange Ratio established by Section 1.6(B)(3) of the Trilogy Merger Agreement, Schedule 1.6(B)(3) wherein Trilogy International Warrants of former Trilogy stockholders may be redeemed and exchanged for Registrant's common stock. An additional 33,894 shares are to be reserved for Yankees pursuant to the Yankees Consulting Agreement. Consequently, as of December 31, 1999, 4,726,814 shares of the Registrant's common stock were reserved for future issuance. Page 17 Item 5. Other Information Material Subsequent Events CSSI: As a material subsequent event, on January 28, 2000, the Registrant signed a letter of intent to acquire Custom Software Systems, Inc., a Virginia corporation now headquartered in Houston, Texas ("CSSI"). CSSI was formed in 1990 and is a high technology software business with extensive experience in designing and developing database driven web applications and Intranet solutions. CSSI staff helped pioneer Intranet and Extranet applications for NASA beginning in 1994, including document and multi-media repositories, JAVA client-server systems, and dynamic database-HTML generators. CSSI has extensive experience in system analysis, product integration, database integration, multi-media repository management and full life-cycle support including task management, documentation, customer interface, and staff training. CSSI's staff members have extensive backgrounds in Internet, database, client-server, re-engineering, decision support and real time systems and have helped lead several critical successful projects for government and commercial clients including four NASA International Space Station information systems prime contractors (e.g., the Boeing Company, and Indyne Inc. in support of the Johnson Space Center Imagery Processing and Support System). CSSI was the e-commerce theater sponsor at the 1999 Information Technology Exposition and Conference in Austin Texas. CSSI's current corporate capacities encompass all the prevalent Internet software and tools, databases, hardware platforms, application development and scripting languages including JAVA, Javascript, HTML. Cold Fusion, ASP, C, C++, Visual basic, Oracle, SqlServer, Access, Msql, MySQL, Unix, NT and MVS. As currently envisioned, the Registrant, either directly or through WRI (if its principal stockholder waives current rights described in Part I, Item 2) would acquire all of CSSI's capital stock in exchange for $600,000 in shares of the Registrant's common stock based on its last transaction price. The Registrant would invest up to $400,000 in CSSI over a 180 day period following the completion of the CSSI audit required under the Exchange Act. CSSI's shareholders would also be granted partial disassociation rights similar to those described in Part I, Item 2, as to WRI. CSSI's management would have the right to waive the partial disassociation rights without the consent of the former CSSI shareholders, and, in such event, the former shareholders of CSSI would be eligible to receive additional shares of the Registrant's common stock based on CSSI having attained certain net, pre-tax profits, targets during a specified period. Day to day control of CSSI operations would remain with the current shareholders of CSSI who would have the contractual right to elect three fourths of its directors, provided that the participation of the Registrant's designees to CSSI's board of directors would be required to constitute a quorum. In addition, CSSI would be prohibited from making material changes in its operations and the CSSI designees to its board of directors would be required to fully comply with all applicable laws and their fiduciary duties to the Registrant. As of December 31, 1999, CSSI had a net tangible book value of approximately $75,000, and had gross sales of $900.000 and a net loss before taxes of $25,000 for the most recent fiscal year (unaudited). Since July of 1999, CSSI has expended a material quantity of its income, time and resources to implement its diversification strategy which reduced its profitability for the period. However, such investments, especially in conjunction with the synergy expected to result from an association with the Registrant and its other subsidiaries, are expected to greatly improve CSSI's profitability over a relatively brief period of time. Page 18 A copy of the letter of intent with CSSI is filed as an exhibit to this report, see Part II, Item 6(a). 15c2-11 Domain name Rights As a material subsequent event, on February 9, 2,000, the Registrant acquired an exclusive license to develop commercial and civic applications for the domain names 15c2-11.com, 15c2-11.net, 15c2-11.org and 15c2-11.cc. The names are derived from Rule 15c2-11 under the Exchange Act which deals with the information that must be publicly available before brokerage firms may participate in making markets for publicly traded securities and the anticipated applications revolve around the concept of a publicly accessible information depository system. The license agreement anticipates that the Registrant will delegate the design, development and operation of the anticipated Internet site or sites to Wriwebs.com, Inc., its wholly owned subsidiary ("WRI"). The Registrant acquired the rights from its strategic planning consultant, Yankees, in consideration for a 5% royalty. Payment of the royalty will be deferred and accrued until the Registrant can make the required payments from consolidated profits. The term of the license is concurrent with Yankees' consulting agreement and any renewals or extensions thereof, after which the rights and all derivations therefrom would revert to Yankees. As currently contemplated, non-reporting public companies would be permitted to list information statements meeting the requirements of Rule 15c2-11 for periods of three to six months at the Internet sites developed for such purpose, after which they would have to be renewed with current information. The information would be protected from modification by non-authorized persons, to the extent technologically feasible. In addition, auditors, attorneys, transfer agents and other providers of services to public companies would be permitted to direct advertisements to the public companies listed. Brokerage firms and other providers of services to investors would be permitted to direct advertisements to public visitors to the sites. The Registrant anticipates that listing companies will be charged reasonable fees designed to cover operating costs but that site visits will be free. Advertisements are expected to be the principal source of potential profits. Accuracy of the information on the site will be the responsibility of the companies that list it; however, the Registrant is contemplating the feasibility of establishing a preliminary review process designed to promote the development of qualitative standards geared to the requirements of Commission Regulation SB and generally accepted accounting practices, other than audit requirements, as long as such process does not subject the Registrant to additional liability. The projects will endeavor to meet standards imposed for registered information depository systems by the Commission or the NASD; however, because such standards have not been developed, no assurances can be provided that they will be met, or that the Commission's current proposals dealing with registered information depository systems will ever be adopted or implemented. A copy of the license agreement with Yankees is filed as an exhibit to this report, see Part II, Item 6(a). Page 19 Fourth Amendment to Lockup and Voting Agreement The Amended Lock Up and Voting Agreement previously reported was further amended on December 22, 1999. The Fourth Amendment to the Lock Up Agreement empowers and directs the Registrant's president to authorize persons subject to the Lock-Up Agreement to sell common stock that would be otherwise subject to the Lock Up Agreement, provided the proceeds from the sale of stock are loaned to, or reinvested in, Registrant for the purposes of paying obligations of the Registrant, including but not limited to, payments due under the Wriwebs, Inc., or Trilogy International, Inc., acquisition documents. A copy of the fourth amendment to the lockup and voting agreement is filed as an exhibit to this report, see Part II, Item 6(a). Designation Page of Exhibit Number as Set Forth or Source of in Item 601 of Incorporation Regulation S-B By Reference Description Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Required by Item 601 of Regulation S-B The exhibits listed below and designated as filed herewith (rather than incorporated by reference) follow the signature page in sequential order. Designation Page of Exhibit Number as Set Forth or Source of in Item 601 of Incorporation Regulation S-B By Reference Description (9) Voting trust agreement .5 23 Fourth Amendment to Lock Up and Voting Agreement. (10) Material Contracts: .40 28 License Agreement with Yankees .41 35 Custom Software Systems, Inc. Letter of Intent (21) 22 Subsidiaries of the Registrant (27) 39 Financial data schedule - - ------- * Not applicable Page 20 (b) Reports on Form 8-K Filed During Quarter Ended December 31, 1999 During the calendar quarter ended December 31, 1999, the Registrant filed the following reports on Form 8-K with the Commission: Financial Items Reported Date Filed Statements Included 2,5 and 7 December 16, 1999 No 5 and 7 (amended) January 26, 2000 8-K;(see 10-QSB for the quarter ending September 30, 1999 for further information on WRI) Audited Financial Statements of WRI for the years ended December 31, 1998, and Unaudited Financial Statements for the nine months ended September 30, 1999 in conjunction with the acquisition of Wriwebs, Inc on November 11, 1999. Also Registrant's 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. 5 and 7 (amended) February 8, 2000 8-K (A); Audited Financial Statements of Trilogy for the years ended December 31, 1998, and Unaudited Financial Statements for the nine months ended September 30, 1999 in conjunction with the acquisition of Trilogy, on December 1, 1999. Also Registrant's Pro Forma Combined Balance Sheets at December 31, 1998; Pro Forma Combined Statements ofOperations for the twelve months ended December 31, 1998 and six months ending June 30, 1999, and three months ending September 30,1999. Signatures In accordance with the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AmeriNet Group.com, Inc. February 14, 2000 By: /s/ Michael Harris Jordan /s/ --------------------- Michael Harris Jordan President & Director Page 21 Additional Information Registrant AmeriNet Group.com, Inc. Corporate Headquarters: ----------------------- 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431 Telephone Number: (561) 998-3435; Facsimile Transmission (561) 998-3425 E-mail webmaster@amerinetgroup.com Officers President, Michael Harris Jordan; Secretary, Vanessa H. Lindsey Acting General Counsel, G. Richard Chamberlin, Esquire Board of Directors ------------------ Michael Harris Jordan * + G. Richard Chamberlin, Esquire * Edward Carl Dmytryk ** Saul B. Lipson ** + Anthony Q. Joffe * ** Penny Adams Field J. Bruce Gleason Michael A. Caputa Dennis A. Birardfi Carol A. Birardi Subsidiary: Wriwebs.com, Inc. a Florida corporation 245 North Ocean Boulevard, Suite 201; Deerfield Beach, Florida 33441 Telephone (954) 360-0636, Fax (954) 360-0377; and, web site www.wriwebs.com; Subsidiary Trilogy International, Inc. A Florida corporation 526 SE Dixie Highway; Stuart, Florida 34994 Telephone (561) 781-7278, Fax (561) 781-7282 and web site: www.trilogy@trilogyonline.com Independent Public Accountants: Daszkal, Bolton & Manela, P.A. 240 West Palmetto Park Road, Suite 300; Boca Raton, Florida 33432 Telephone (561) 367-1040: Facsimile Transmission (561) 750-3236; e-mail patrick@dbmsys.usa.com ---------------------- Transfer Agent: Liberty Transfer Company 191 New York Avenue, Huntington, New York 11743 Telephone (516)-385-1616: Facsimile Transmission (516) 385-1619 Exhibits to the Form 10-QSB are available on the Securities and Exchange Commission's web site located at www.sec.gov in the EDGAR archives, on the Registrant's website located at www.amerinetgroup.com and will be provided subject to payment of copying and transport charges to stockholders of the Registrant upon written request addressed to Michael Harris Jordan, President; AmeriNet Group.com, Inc.; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431. The Securities and Exchange Commission has not approved or disapproved of this Form 10-QSB and Quarterly Report to Stockholders nor has it passed upon its accuracy or adequacy. - - -------- + Committee chairperson * Executive Committee Member ** Audit Committee Member Page 22 EX-9.5 2 FOURTH AMENDMENT TO LOCKUP AND VOTING AGREEMENT Fourth Amendment to Lock-Up & Voting Agreement This Fourth Amendment to Lock-Up & Voting Agreement, (the "Agreement," respectively) is made and entered into by and among AmeriNet Group.com, Inc., a Delaware corporation formerly operating as Equity Growth Systems, inc., with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively) and the officers directors and principal stockholders of AmeriNet made signatories to this Amendment (the "Holding Company's Principals"), AmeriNet and AmeriNet's Principals being sometimes hereinafter collectively referred to as the "Parties" and each being sometimes hereinafter generically referred to as a "Party"). Preamble: WHEREAS, AmeriNet and AmeriNet Principals are desirous of further amending the Lock-Up & Voting Agreement, to permit the President of AmeriNet to authorize the sale of additional shares of AmeriNet common stock (the "Excepted Shares"), should any of the signatories below be willing to sell the Excepted Shares; and NOW, THEREFORE, in consideration of the premises, as well as the mutual covenants hereinafter set forth, the Parties, intending to be legally bound, hereby amend the Agreement as follows: The provisions of this Agreement are hereby agreed to amend and modify the Lock-Up & Voting Agreements as amended however except as specifically modified the prior Lock-Up & Voting Agreement as amended is to remain in full force and effect. A. Notwithstanding anything in the Lock-Up & Voting Agreement, as amended, to the contrary, the president of AmeriNet is hereby authorized, empowered and directed to authorize persons subject to this Lock-Up Agreement to sell common stock that would be otherwise subject to the Lock Up Agreement, provided the proceeds from the sale of stock are loaned to, or reinvested in, AmeriNet for the purposes of paying obligations of AmeriNet, including but not limited to, payments due under the WriWebs, Inc., or Trilogy International, Inc., acquisition documents.. B. Notwithstanding anything in the Lock-Up & Voting Agreement, as amended, to the contrary, nothing in this Agreement shall be interpreted as an agreement by the Holding Company's Principals to engage in any concerted or group activities involving the Holding Company's common stock, as determined for purposes of Commission Rule 144, or Sections 13, 14 or 16 of the Exchange Act. Page 23 In Witness Whereof, the Parties have caused this Supplement to be executed effective as of the date last set forth below. Signed, sealed and delivered In Our Presence: AmeriNet Group.com, Inc. - - --------------------------------- _________________________________ By: /s/ Michael H. Jordan ________________________________ Michael Harris Jordan, President (Corporate Seal) Attest: /s/ Vanessa Lindsey ________________________________ Vanessa Lindsey, Secretary Dated: December 28, 1999 AmeriNet's Principals: - - --------------------------------- /s/ Charles Scimeca - - -------------------------------- -------------------------- Charles Scimeca Dated: December 28, 1999 - - --------------------------------- /s/ Anthony Q. Joffe - - --------------------------------- ------------------------- Anthony Q. Joffe Director and Stockholder Dated: December 28, 1999 - - --------------------------------- /s/ Penny Adams Field - - --------------------------------- -------------------------- Penny Adams Field Director and Stockholder Dated December 28, 1999 - - --------------------------------- /s/ J. Bruce Gleason - - --------------------------------- ------------------------- J. Bruce Gleason Director and Stockholder Dated: December 28, 1999 Page 24 - - --------------------------------- /s/ Michael Umile - - --------------------------------- -------------------------- Michael Umile, Stockholder Dated: December 28, 1999 - - --------------------------------- /s/ G. Richard Chamberlin - - --------------------------------- -------------------------- G. Richard Chamberlin Esquire Director and Stockholder Dated: December 28, 1999 - - --------------------------------- /s/ Edward Granville-Smith - - --------------------------------- -------------------------- Edward Granville-Smith, Stockholder on his own behalf and on behalf of his affiliates Dated: December 28, 1999 - - --------------------------------- /s/ Jerry C. Spellman - - --------------------------------- -------------------------- Jerry C. Spellman, Stockholder on his own behalf and on behalf of his affiliates Dated: December 28, 1999 - - --------------------------------- /s/ Cybdi N. Calvo - - --------------------------------- -------------------------- Cyndi N. Calvo, on her own behalf and as a trustee for the Calvo Family Spendthrift Trust, Stockholders Dated: December 28, 1999 - - --------------------------------- /s/ William A. Calvo, III - - --------------------------------- -------------------------- William A. Calvo, III, on his own behalf and as a trustee for his children, William, Alexander & Edward, Stockholders Dated: December 28, 1999 Page 25 - - --------------------------------- /s/ Leoanrd M. Tucker - - --------------------------------- -------------------------- Leonard Miles Tucker, on his own behalf and on behalf of Carrington Capital Corp., Stockholders Dated: December 28, 1999 - - --------------------------------- /s/ Michelle Tucker - - --------------------------------- -------------------------- Michelle Tucker, on her own behalf, on behalf of Blue Lake Capital Corp., and as a trustee for her children Shayna and Montana, Stockholders Dated: December 28, 1999 - - --------------------------------- /s/ Joseph D. Radcliffe - - --------------------------------- -------------------------- Joseph D. Radcliffe, on his own behalf and on behalf of his affiliates, Stockholder Dated: December 28, 1999 - - --------------------------------- /s/ Dennis V. Radcliffe - - --------------------------------- -------------------------- Dennis V. Radcliffe, on his own behalf and on behalf of his affiliates, Stockholder Dated: December 28,1999 - - -------------------------------- /s/ Michael J. Radcliffe - - --------------------------------- -------------------------- Michael J. Radcliffe, on his own behalf and on behalf of his affiliates, Stockholder Dated: December 28, 1999 Page 26 - - --------------------------------- /s/ Vanessa Radcliffe - - --------------------------------- ------------------------- Vanessa Radcliffe, on her own behalf and on behalf of her affiliates, Stockholder Dated: December 28, 1999 The Yankee Companies, Inc. - - --------------------------------- _________________________________ By: /s/ Leonard M. Tucker _______________________________ Leonard Miles Tucker, President (Corporate Seal) Attest: /s/ William A. Calvo, III ______________________________ William A. Calvo, III, Secretary Dated: December 28, 1999 Page 27 EX-10.40 3 LICENSE AGREEMENT WITH YANKEES License Agreement This License Agreement (the "Agreement") is made and entered into by and between The Yankee Companies, Inc., a Florida Corporation (the "Licensor") and AmeriNet Group.com, Inc., a Delaware corporation (the "Licensee;" the Licensor and the Licensee being sometimes hereinafter collectively referred to as the "Parties"). Preamble: WHEREAS, the Licensee desires to obtain the exclusive right to develop and use the domain names 15c2-11.com, 15c2-11.net, 15c2-11.org and 15c2-11.cc (the "Licensed Domain Names") that are currently held by the Licensor; and WHEREAS, the Licensor is agreeable to granting the Licensee such rights during the term of this Agreement, provided that the Licensee agrees to abide by the following terms and conditions; NOW THEREFORE, in consideration of the premises, as well as for the sum of $10.00 and other good and valuable consideration, the value of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article One Assignment 1.1 Consideration Subject to the conditions hereinafter set forth, the Licensor hereby assigns the Licensed Domain names to the Licensee and the Licensee hereby accepts the assignment from the Licensor, pursuant to the following terms: (a) Term This License shall be for a term concurrent with the balance of the term of the current consulting agreement between the Licensor and the Licensee, and any renewals or extensions thereof, at the termination whereof, all rights to the Licensed Domain Names, together with all business applications, agreements, intellectual property rights or other tangible or intangible property or property rights developed by the Licensee or for the Licensee or with the consent of the Licensee in conjunction with the Licensed Domain Names, or any successors or derivatives thereof (collectively and generically hereinafter referred to as the "Domain Name Assets"), shall revert to the Licensor, in consideration for a payment equal to the deficit, if any, between the out of pocket costs actually incurred to develop the Domain Name Assets by the Licensee, as reported to the Licensor within the period staring 60 days and ending 30 days prior to the end of the term of this Agreement. (b) Consideration As consideration for the assignment of the Licensed Domain names, the Licensee hereby agrees to fully develop all commercial and civic applications for the Domain names on a timely basis and to pay to the Licensor a monthly royalty fee in a sum equal to 5% of the gross proceeds obtained from any commercial uses of the Domain Names (the "Royalty"), provided that payments of the Royalty shall be deferred and accrued until such times as the Licensor's consolidated operations generate profits adequate to make payments of the Royalty on a current basis, and amortized payments of accrued but unpaid Royalty in a sum acceptable to the Licensor, after meeting all other debt service commitments. Page 28 Article Two Development by Wriwebs.com, Inc. The Parties hereby agree that the Licensee will assign the operational aspects of the project contemplated hereby to its wholly owned subsidiary, Wriwebs.com, Inc., a Florida corporation ("WRI"), which will immediately undertake the project and commence development of the required Internet sites, programs, procedures and applications required to commercially develop the Licensed Domain Names as information depositories for public company information that will, on an ongoing basis, meet the informational requirements of Rule 15c2-11 promulgated by the United States Securities and Exchange Commission ("Rule 15c2-11" and the "Commission," respectively) under authority of Section 15 of the Securities Exchange of 1934, as amended (the "Exchange Act"), and that the Licensee and WRI will take all reasonable steps required to assure that the sites meet the requirements of Rule 15c2-11, or any successor or related rules, including rules or bylaw provisions of the National Association of Securities Dealers, Inc., a Delaware corporation, or its subsidiaries and affiliates or their successors in interest. Article Three Confidentiality & Competition 3.1 General Provisions. (a) The Licensee acknowledges that, in and as a result of its entry into this Agreement, it will make use of confidential information of special and unique nature and value relating to the Licensed Domain names and strategic plans associated therewith and such other matters as the Licensor's trade secrets, systems, procedures, manuals, confidential reports, service providers, sources and funders and, will be developing business aspects thereof in which the Licensor shall have exclusive proprietary rights upon termination of this Agreement; consequently, as material inducement to the entry into this Agreement by the Licensor, the Licensee hereby covenants and agrees that it shall not, at anytime during the term of this Agreement, any renewals thereof and for two years following the final term of this Agreement, directly or indirectly, use, divulge or disclose, for any purpose whatsoever, any of such confidential information except on a need to know basis, pursuant to provisions designed to protect the licensor's current and residuary rights under this Agreement. (b) In the event of a breach or threatened breach by the Licensee of any of the provisions of this Article Three, the Licensor, in addition to and not in limitation of any other rights, remedies or damages available to the Licensor, whether at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by the Licensee, or by the Licensee's partners, directors, officers, stockholders, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with it. 3.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to the Licensor and its clients as a result of a breach by the Licensee of the covenants or agreements contained in this Article Three, and in view of the lack of an adequate remedy at law to protect the Licensor's interests, the Licensee hereby covenants and agrees that the Licensor shall have the following additional rights and remedies in the event of a breach hereof: (a) The Licensee hereby consents to the issuance of a permanent injunction enjoining it from any violations of the covenants set forth in this Article Three; and Page 29 (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which the Licensor or its clients may sustain prior to the effective enforcement of such injunction, the Licensee hereby covenants and agrees to pay over to the Licensor, in the event it violates the covenants and agreements contained in this Article Three, the greater of: (i) Any payment or compensation of any kind received by it because of such violation before the issuance of such injunction, or (ii) The sum of One Thousand Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by the Licensor or its clients as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to the Licensor for any breach of the covenants and agreements contained in this Article Three, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect the Licensor and its clients from the injury caused by such breaches would be injunctive relief. 3.3 Cumulative Remedies. The Licensee hereby irrevocably agrees that the remedies described in this Article Three shall be in addition to, and not in limitation of, any of the rights or remedies to which the Licensor and its clients are or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 3.4 Acknowledgment of Reasonableness. (a) The Licensee hereby represents, warrants and acknowledges that it has carefully read and considered the provisions of this Article Three and, having done so, agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of the Licensor, its members, officers, directors, agents and employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, the Licensee hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, the Licensee hereby covenants and agrees that if so modified, the covenants contained in this Article Three shall be as fully enforceable as if they had been set forth herein directly by the Parties. (b) In determining the nature of this limitation, the Licensee hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that these covenants not to compete or circumvent be imposed and maintained to the greatest extent possible. 3.5 Exclusivity. (a) Neither the Licensee nor WRI shall not be required to devote all of their business time to development, implementation and operation of commercial and civic applications for the Licensed Domain Names, rather they shall devote such time as is reasonably necessary. (b) Notwithstanding the foregoing, the Licensee and WRI shall be deemed fiduciaries of the Licensor and in conjunction with such status, shall be bound by the partnership opportunities doctrine as though the Licensee and WRI were partners with the Licensor (despite the absence of such legal relationship) and shall in all cases respect the confidentiality of information to which the Licensee or WRI becomes privy as a result of the rights granted under this Agreement and its implementation. Page 30 Article Four Miscellaneous 4.1 Notices. (a) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid To the Licensor : The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431 Attention: Leonard Miles Tucker, President Telephone (561) 998-3435, Fax (561) 998-4635; and, e-mail carrington@flinet.com; and The Yankee Companies, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Attention: Vanessa H. Lindsay; Chief Administrative Officer Telephone (352) 694-9179; Fax (352) 694-9178; and, e-mail wacalvo3@atlantic.net To AmeriNet AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-4635; and, e-mail webmaster@amerinetgroup.com; and to Wriwebs.com, Inc. 245 North Ocean Boulevard, Suite 201; Deerfield Beach, Florida 33441 Attention: Michael A. Caputa, President Telephone (954) 360-0636; Fax (954) 360-0377; e-mail Michael@wriwebs.com (b) Copies of notices will also be provided to such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (c) (1) The Parties acknowledge that the Licensor has acted as scrivener for the Parties in this transaction but that it is neither a law firm nor an agency subject to any professional regulation or oversight. (2) The Licensor has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement on their behalf. 4.2 Amendment. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. 4.3 Merger. (a) This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (b) All prior agreements whether written or oral, are merged herein and shall be of no force or effect. Page 31 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 4.6 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Florida but any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Broward County, Florida. 4.7 Litigation. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1)(A) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida, to be selected by lot from six alternatives to be provided, three by the Licensor and three by the Licensee. (B) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, three by the Licensor and three by the Licensee. (3)(A) Expenses of mediation shall be borne by the Licensee, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. Page 32 (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 4.8 Benefit of Agreement. (a) This Agreement may not be assigned by without the prior written consent of the Licensor. (b) Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 4.9 Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. 4.10 Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. 4.11 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 4.12 Status. Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, agency, or lessor-lessee relationship; but, rather, the relationship established hereby is that of licensor and licensee. 4.13 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b) Execution by exchange of facsimile transmission shall be deemed legally suffi cient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 4.14 License. (a) This Agreement is the property of the Licensor and the use hereof by the Parties is authorized hereby solely for purposes of this transaction. (b) The use of this form of agreement or of any derivation thereof without the Licensor' prior written permission is prohibited. (c) The interpretation of this Agreement shall not be directly or indirectly affected in any manner as a result of its authorship. Page 33 In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Yankee Companies, Inc. a Florida corporation - - -------------------------- __________________________ By: /s/ Leonard M. Tucker ___________________________ Leonard Miles Tucker, President (CORPORATE SEAL) Attest: /s/ William A. Calvo, III __________________________ William A. Calvo, III, Secretary Dated:February 9, 2000 AmeriNet Group.com, Inc. a Delaware corporation. - - -------------------------- __________________________ By: /s/ Michael H. Jordan ___________________________ Michael H. Jordan, President (CORPORATE SEAL) Attest: /s/ Vanessa H. Lindsey __________________________ Vanessa H. Lindsey, Secretary Dated:February 9, 2000 Wriwebs.com, Inc. a Florida corporation. - - -------------------------- __________________________ By: /s/ Michael A. Caputa ___________________________ Michael A. Caputa, President (CORPORATE SEAL) Attest: /s/ Jeffery B. Levy __________________________ Jeffrey B. Levy Secretary & General Counsel Dated:February 9, 2000 page 34 EX-10.41 4 CSSI LETTER OF INTENT Administrative Offices The Yankee Companies, Inc. A Florida corporation - - -------------- Leonard Miles Tucker Boca Raton Office President & Chief Executive Officer Crystal Corporate Center 2500 North Military Trail, Suite 225 William A. Calvo, III, L.L.M. Boca Raton, Florida 33431 Vice President & Treasurer Telephone (561) 998-2025 Fax Number (561) 998-3425 E-Mail carrington@flinet.com Please respond to Boca Raton address Vanessa H. Lindsey Ocala Office Secretary & Chief Administrative Officer 1941 Southeast 51st Terrace Ocala, Florida 34471 G. Richard Chamberlin Telephone (352) 694-9182 General Counsel Service (352) 368-6525 Mobile Number (352) 895-0452 Fax Number (352) 694-9178 E-Mail wacalvo3@atlantic.net January 21, 2000 Mr. Warren C. Badgley, Jr. President Custom Software Systems, Inc. 1700 El Camino Real, Suite 300 Houston, Texas 77058 Re: Acquisition by AmeriNet Group.com, Inc. ("AmeriNet") Dear Mr. Badgley: Pursuant to our latest conversation on Thursday an association of Custom Software Systems, Inc. ("CSSI") with AmeriNet and its wholly owned subsidiary, Wriwebs.com, Inc. ("WRI"), would be very positive. After considering each prospective parties' concerns, I believe that a transaction structured along the lines of an acquisition of CSSI by AmeriNet (possibly through WRI but in exchange for AmeriNet securities) as proposed below would meet CSSI objectives and be acceptable to AmeriNet's board of directors. CSSI needs an investment of $400,000 and assurances that if it is not satisfied in its association with AmeriNet and WRI, a comfortable prearranged plan of disassociation will permit the parties to part without undue complications by "spinning off" CSSI as its own public company. AmeriNet needs to protect its investment in CSSI and all parties need to provide a mechanism for accurately measuring CSSI's value. We believe the following proposal meets these concerns. If you find it acceptable, we will present it to AmeriNet and WRI on your behalf and secure its immediate consideration. If, as we expect, this letter is accepted and executed on AmeriNet's and WRI's behalf it will be deemed to be a non-binding letter of intent, the parties will proceed to conduct due diligence investigations and Yankees will arrange for the preparation of proposed definitive agreements. Page 35 Proposed Terms 1. A. CSSI will consolidate all current operations of its affiliates and related business enterprises (if any) permitting consolidation of their financial statements pursuant to generally accepted auditing procedures ("GAAP"), the consolidated entity being hereinafter referred to as "CSSI+." B. CSSI+ will have a net tangible book value of not less than $100,000, not more than $20,000 in net current payables (the excess of current payables over current receivables), not more than $50,000 in net long term payables (the excess of long term payables over long term receivables), $779,000 in gross sales and approximately $29,000 in pre-tax profits. 2. AmeriNet will acquire all CSSI+'s common stock in exchange for $600,000 in shares of AmeriNet's common stock, valued at its average last transaction price as reported on the OTC Bulletin Board during the ten days preceding closing; however, the valuation would be subject to adjustment based on CSSI+'s subsequent performance measured against its anticipated performance during a pre-determined multi year period. 3. AmeriNet would invest $400,000 in CSSI+ over a 180 day period following the completion of the CSSI+ audit, based on the following schedule. A. $100,000 at closing B. $100,000 within 60 days after the completion of the CSSI+ audit. C. $100,000 within 120 days after the completion of the CSSI+ audit. D. $100,000 within 180 days after the completion of the CSSI+ audit. 4. In the event that within the period commencing six months after the closing and ending two years following the closing CSSI+'s former stockholders, by majority vote, determine that they are not satisfied with their association with AmeriNet and WRI, then, subject to repayment of all funds advanced or invested by AmeriNet or its designees in CSSI+, the return of all the AmeriNet shares issued to the CSSI+ stockholders and the return of all additional distributions based on status as AmeriNet stockholders, they will have the contractual right to require AmeriNet to effect a disproportionate spin out of CSSI+'s common stock to the former stockholders of CSSI+ on the following terms: A. If CSSI+ former stockholders determine to spin-out during the period starting 6 months and one day through 12 months following the closing: (1) The original CSSI+ shareholders would receive 80% of the spin-out shares and AmeriNet or its designees would retain 20%; and (2) All funds invested by AmeriNet or its designees would be converted to debt paying interest at 8% from the original date of funding, amortized and paid over a consecutive 24 month period starting on the 30th day after notice of intent to spin-out and will be secured by the spin out shares distributed to the former CSSI+ stockholders. Page 36 B. If CSSI+ former stockholders determine to spin-out during the period starting 12 months and one day through 2 years following closing, then, either: (1) (a) The original CSSI+ shareholders would receive 70% of spun-out shares and AmeriNet or the designees would retain 30%; or (b) If the decision to spin out is based on an offer from a third party to acquire CSSI at a then current cash value of $2,500,000 or more, the original CSSI+ shareholders would receive 80% of spun-out shares and AmeriNet or the designees would retain 20%; and, in either case (2) All funds invested by AmeriNet or its designees would be converted to debt paying interest at 8% from the original date of funding, amortized and paid over a consecutive 24 month period starting on the 30th day after notice of intent to spin-out and will be secured by the spin out shares distributed to the former CSSI+ stockholders. 5. CSSI's management shall have the right to waive the spin-out option without the consent of the former CSSI+ stockholders, and, in such event, the former shareholders of CSSI+ shall be eligible to receive additional shares of AmeriNet's common stock based on CSSI+ having attained the following certain net, pre-tax profits, targets, during the times specified: Time Period Net Pre-tax Profits Additional Shares January 1, 2000 to June 30,2000 $50,000 50,000; July 1, 2000 to June 30,2001 $200,000 50,000; and July 1, 2001 to June 30, 2002 $300,000 50,000. 6. A. Control of the CSSI+ operation would remain with the current stockholders of CSSI+ who would have the contractual right to elect three fourths of its directors, provided that the participation of the AmeriNet and WRI designees to CSSI+'s board of directors would be required to constitute a quorum, CSSI+ would not have the right to make material changes in its operations (on which its valuation was based), and the CSSI+ designees to its board of directors could not engage in any violations of law or of fiduciary duties to AmeriNet or WRI. B. All former stockholders of CSSI+ who would also serve as executive offic ers thereof would be parties to long term employment agreements, on terms negotiated by the parties and acceptable to AmeriNet and WRI concurrently with negotiation of the definitive acquisition agreement. Page 37 Of course the forgoing proposal is a bare outline but we believe that it will be sufficient to form the basis of a letter of intent for an appropriate "engagement period". If you find this proposal acceptable as the basis to begin formal negotiations with AmeriNet and WRI, please sign a copy of this letter in the spaces provided and return it to us for submital to AmeriNet and WRI's boards of directors. Looking forward to a mutually profitable relationship, we are Very truly yours, The Yankee Companies, Inc. /s/ Leonard M. Tucker Leonard Tucker President The forgoing is acceptable in principal and we authorize you to arrange for the immediate preparation of proposed definitive agreements. Custom Software Systems, Inc. /s/ Warren C. Badgley ------------------- Warren C. Badgley, Jr. President Dated: January 2, 2000 AmeriNet Group.com, Inc. /s/ Michael H. Jordan ------------------- Michael H. Jordan President Dated: January 2, 2000 Wriwebs.com, Inc. /s/ Michael A. Caputa ------------------- Michael A. Caputa President Dated: January 2, 2000 Page 38 EX-27 5 FINANCIAL DATA SCHEDULE
5 3-MOS Jun-30-2000 Sep-30-1999 Dec-31-1999 51,103 0 1,908 0 149,683 302,694 143,300 3,421 5,117,150 787,912 0 0 0 101,952 3,479,182 5,117,150 36,709 36,709 88,969 1,058,129 6751 0 82,500 (1,139,640) 0 0 0 0 0 (1,139,640) (0.14) (0.14)
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