SECOND AMENDMENT TO REORGANIZATION AGREEMENT
This Second Amendment to Reorganization Agreement ("Second Amendment") is
entered into as of the 13th day of June, 2001, by and between AMERINET
XXXXX.XXX, INC., a Delaware corporation ("AmeriNet"); and XXXXXXX X. XXXXXX, a
Utah resident, and RIVERVIEW FINANCIAL CORP., a California corporation
(collectively, the "Park City Group's Participants ").
RECITALS
WHEREAS, AmeriNet and the Park City Group's Participants previously entered
into that certain Reorganization Agreement, dated May 31, 2001, as amended on
June 11, 2001 (the "Reorganization Agreement"); and
WHEREAS, AmeriNet and the Park City Group's Participants desire to further
amend the Reorganization Agreement as provided herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, AmeriNet and the Park City Group's Participants agree
that the Reorganization Agreement shall be amended as follows:
1. Definitions.
Terms used in this Second Amendment and not otherwise defined herein
shall have the same meanings as are set forth for such terms in the
Reorganization Agreement.
2. Warrants and Debt Surviving Closing.
The Reorganization Agreement contemplates the survival beyond Closing
of a Yankees warrant to purchase up to 1,000,000 shares of AmeriNet
common stock at an exercise price of $.22 per share. The Parties agree
that (a) prior to or concurrently with the Closing, Yankees will
deliver said warrant to purchase up to 1,000,000 shares of AmeriNet
common stock to AmeriNet and the warrant and the related agency
agreement will be cancelled; (b) in consideration of the surrender and
cancellation of the warrant, the repayment of amounts paid by Yankees
or its affiliates, on behalf of AmeriNet, representing legal,
accounting and other closing costs, up to an aggregate maximum amount
of $60,000, will be an obligation of AmeriNet and will survive the
Closing; and (c) subsequent to the Closing, AmeriNet will issue to
Yankees or its affiliates, and Yankees or its affiliates agrees to
accept in full payment of the amounts carried over and described in
Subsection 2(b) hereof, a number of shares of unregistered AmeriNet
common stock (rounded to the next share to avoid fractional shares)
equal to such amount divided by $.17 per share, for a maximum of
352,942 shares. Any provisions of the Reorganization Agreement which
are contrary to or inconsistent with the foregoing are hereby amended,
and shall be construed, so as to be consistent herewith.
3. AmeriNet Exhibits. The AmeriNet's Exhibits are hereby amended in their
entirety as attached hereto as Exhibit A.
4. No Other Amendment. Except as expressly amended pursuant to this
Second Amendment, the terms of the Reorganization Agreement shall
remain in full force and effect.
5. Counterparts. This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document.
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of
the date first set forth above.
AMERINET XXXXX.XXX, INC., a Delaware corporation
By: /s/ Xxxxxx Xxxxxxx
Its: President
XXXXXXX X. XXXXXX, a Utah resident
/s/ Xxxxxxx X. Xxxxxx
RIVERVIEW FINANCIAL CORP., a California corporation
By: /s/ Xxxxxxx X. Xxxxxx
Its: President
Section 2 of this Agreement Acknowledged and Consented to by Yankees, for
itself and its affiliates
YANKEES COMPANIES, INC., a Florida corporation
By: /s/ Xxxxxxx Xxxxxx
Its: President
EXHIBIT A
AMENDED AMERINET EXHIBITS
AMERINET'S EXHIBITS AMENDMENT #2
The following Exhibits are being delivered by AmeriNet pursuant to the
Reorganization Agreement, dated May 31, 2001, between Xxxxxxx X. Xxxxxx, a Utah
resident, Riverview Financial Corp., a California corporation, and AmeriNet
Xxxxx.xxx, a Delaware corporation (the "Reorganization Agreement").
Any information disclosed in one Exhibit shall be deemed to be disclosed in
all Exhibits to which such information is applicable. References to Articles,
Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs
and Exhibits of the Reorganization Agreement and/or these Exhibits. These
Exhibits are incorporated by reference into and shall be deemed a part of the
Reorganization Agreement.
No reference in these Exhibits to any agreement or documents shall be
construed as an admission or indication to any other party other than Park City
Group, Inc. that such agreement or document is enforceable or currently in
effect under such agreement or document. No disclosure in these Exhibits
relating to any possible breach or violation of any agreement, law, or
regulation shall be construed as an admission or indication to any party other
than Park City Group, Inc. that any such breach or violation exists or has
actually occurred.
Exhibit 1.1O
Consulting Agreement with Yankees
A copy of the consulting agreements between Yankees and AmeriNet has
been provided to Park City.
Exhibit 3.2B
Options & Warrants
AmeriNet has established four stock option plans: (1) Non-qualified and
incentive stock option plan , effective January 1, 2000; (2) Non-qualified and
incentive stock option plan , effective March 8, 2000; (3) 2001 Officers' &
Directors' Stock Option Plan, effective as of January 1, 2001; and (4) AmeriNet
Communications, Inc. Incentive Stock Option Plan Indenture, effective as of
October 1, 2000. Other options and warrants were granted pursuant to
acquisitions or to current stockholders. Park City Group has been provided
copies of all four plans and all warrants and award certificates. The table
provides information related to the options to purchase AmeriNet's common stock
as of May 31, 2001.
Name Title/ Description Amount Price Granted Exercisable
Officers Warrants
for Employment
Xxxxxxx Xxxxxx President 100,000w* $0.69w 8/19/99 9/1/00 to 8/31/03
Xxxxx Xxx Xxxxx President 100,000w* $0.56w 5/22/00 7/1/01 to 6/30/04
Xxxxx Xxx Xxxxx President 50,000w $0.60w 5/22/00 5/22/00 to 8/19/00
Xxxxx Xxxxxxx CFO 50,000w * $1.4325w 2/17/00 7/1/01 to 6/30/04
50,000w * $0.5625w 5/26/00 7/1/01 to 6/30/04
Xxxxxxx Xxxxxxx Secretary 15,000w * $1.28w 11/11/99 1/1/01 to 12/31/02
Director's Options 2000 Plan dated
January 1, 2000
1,000,000 shares
Xxxx X. Xxxxxx Director Audit C 50,000w $1.0625w 10/26/99 1/1/01 to 2/31/02
Xxxxxxx X. Xxxxxx Director Exec. C 30,000 $1.44 11/4/99 * 12/31/02
Xxxxxxx Xxxxxxxxxx Director, Exec. M 25,000 $1.44 11/4/99 * 12/31/02
Xxxxxxx Xxxxx Director , Exec M 35,000 $1.44 11/4/99 * 12/31/02
Xx Xxxxxxx Director, Audit M 25,000 $1.44 11/4/99 * 12/31/02
Xxxxx Xxxxxxx Director 6,000 $1.44 2/17/00 * 12/31/02
Xxxxxxx Xxxxxxx Director, Exec. M 16,200 $1.44 4/6/00 * 12/31/02
Xxxxx Xxx Xxxxx Director, Exec. M 12,600 $1.44 5/22/01 * 12/31/02
Xxxxx Xxxxxxx Director 15,000 $1.44 11/4/99 * 12/31/02
TOTALS 470,200 shares left 529,800 * There are 2,000,000 left under the
under the plan shares March 31, 2000 plan
granted
Directors Options January 1, 2001
Option Plan for
1,000,000 shares
Xxxx Xxxxxx Director, Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03
Xxxxx Xxx Xxxxx Director, Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03
Xxxxxxx Xxxxxxx Director Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03
Xx Xxxxxxx Director Exec C. 11,000 $0.27 4/16/01 4/16/01-12/31/03
Xxxx Xxxxx Director, Audit M 15,000 $0.27 4/16/01 4/16/01-12/31/03
J. Xxxxx Xxxxxxx Director 5,000 $0.27 4/16/01 4/16/01-12/31/03
Xxxxxxx Xxxxxxxxxx Director, 5,000 $0.27 4/16/01 4/16/01-12/31/03
Xxxxx Xxxxxxx Director 5,000 $0.27 4/16/01 4/16/01-12/31/03
Xxxxxxx Xxxxxxxx Director, Audit C 15,000 $0.27 4/16/01 4/16/01-12/31/03
TOTALS 917,000 shares left 83,000
under theplan shares
granted
Warrants &
Options(held by
persons involved
in acquisition of
subsidiaries)
Xxxxxx & Joann Trilogy 6,667w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxxxx
Xxxxxx Xxxxxx Trilogy 3,333w $0.75 11/30/99 11/30/99 to 11/30/04
Antares Capital Trilogy 47,273w $0.75 11/30/99 11/30/99 to 11/30/04
Management
Xxxxxx Xxxxxx Trilogy 10,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxx and Xxxx Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04
XxXxxx
Xxxxxx Downs Trilogy 12,667 $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxx Glint Trilogy 13,333w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxx Xxxxxxx Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxxxx Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxxxxxx
Xxxx & Xxxxx Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxxx
Xxxxxxx Xxxxxx Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxxx Xxxxxxxx Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04
SOG Investments Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxxx & Xxxxx Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxx
Xxxx & Xxxxxxx Trilogy 3,333w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxx
Xxxxxx Xxxxxx Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxx & Xxxxxxx Trilogy 10,000w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxx
Xxxxx Xxxxxxxx Trilogy 6,667w $0.75 11/30/99 11/30/99 to 11/30/04
Xxxxxxxx Xxxxxxx Investor 50,000w $0.75 3/1/00 to 6/30/02
Xxxxx Xxxxxxx Investor 100,000w $0.75 3/1/00 to 6/30/02
* Shares which were granted under the Non-qualified and incentive stock
option plan, effective January 1, 2000.
w means warrant, all others are options
3.2B4
Registration Rights
1. List of persons with registration rights:
Xxxxx Xxxxxxx 100,000 shares and 100,000 shares
for warrants
Xxxxxxxx Xxxxxxx 100,000 shares and 50,000 shares
for warrants
Xxxxx Xxxxxxx 100,000 shares
X. Xxxxxx, LTD. 250,001 shares
Xxxxxx X. Xxxxxxxxx 67,000 shares
Xxxxxxxx, Xxxxxx & Xxxxxx, P.A. 50,000 shares
However, all such shares have met Rule 144 holding periods, except for the
150,000 shares reserved for warrants and the 50,000 shares for Xxxxxxxx, Xxxxxx
& Xxxxxx, P.A.
2. The securities that will be registered on the initial SB-2 filed post
closing will include:
A. Coast to Coast Realty 173,908
X. Xxxxxx Trading Corp. SA 700,000
C. SKRD Trading Corp. 10,000
D. Xxxxxxx X. Xxxxxxx 90,680
E. Xxxxxx Xxxxxxx 16,660
F. Xxxxxx Xxxxxx 666,680
X. X. Xxxxxx 761,346
H. Xxxxx Xxxxxxx 836,680
I. Xxxxxxxx Xxxxxxx 816,680
J. Xxxxx Xxxxxx 266,680
K. Palm Air 916,914
L. Xxxxx Xxxxxx ( .333 of his 500,000 PC
shares converted to ABUY
shares )
M. Xxxxx Xxxxxxx 100,000 shares for warrant
N. Xxxxxxxx Xxxxxxx 50,000 shares for warrant
Exhibit 3.2C3
Financial Representations and Disclosure
3.2C3c(1): Except for the divestiture of AmeriNet's subsidiaries, as
required by Park City Group, as a condition to this transaction
3.2C3c(4): Goodwill(an intangible asset) has been and will be materially
reduced as a result of the divestitures of AmeriNet's subsidiaries, as required
by Park City Group, as a condition to this transaction
3.2C3c(7): Except for distributions of securities as required by Park City
Group, as a condition to this transaction
3.2C3c(8): Except for the sale or issuance of AmeriNet's Capital Stock
which is sold or granted in the ordinary course of business. However at closing,
not more than 27,300,000 shares of common stock will be outstanding. Attached
are copies of the common and preferred stock ledgers used by management.
3.2C3c(9): Except for a revolving loan agreement between AmeriNet and the
Yankee Companies, Inc.("Yankees"), dated May 5, 2000, and a convertible loan
agreement between AmeriNet and Yankees, dated May 7, 2001. However, the
revolving loan agreement has been terminated. Copies have been supplied to Park
City Group, along with a copy of the termination agreement between AmeriNet and
Yankees, dated May 23, 2001. The convertible loan agreement has not yet been
terminated, but will be terminated at closing when the outstanding principal
will be converted to AmeriNet common stock at $0.17 per share.
List of Common Shares Issued from December 1998 to May 31,2001
Date Amount of Subscriber Total Offering Total Registration Effective
issued Securities Consideration Discounts or Exemption Date
sold Commission relied on
4,166,148
12/9/98 630,000 Blue Lake Capital Corp $0.02 None (2) 11/06/98
12/9/98 108,750 X. Xxxxxx C/F Xxxxxx Xxxxxx $0.02 None (2) 11/06/98
12/9/98 108,750 X. Xxxxxx C/F Xxxxxxx Xxxxxx $0.02 None (2) 11/06/98
12/9/98 435,000 The Yankee Companies, Inc.("Yankees")$0.02 None (2) 11/06/98
12/9/98 217,500 Xxxxx Family $0.02 None (2) 11/06/98
12/9/98 50,000 Yankees None (6) (2)
12/9/98 125,000 X. Xxxxxxxxxx $0.02 None (2) 11/23/98
12/9/98 62,500 Xxxxxxx Xxxxx $0.02 None (2) 11/23/98
12/9/98 62,500 Xxxxx Field $0.02 None (2) 11/23/98
12/9/98 25,000 Xxxxxxxxxx None (7) (2)
5/25/99 50,000 Xxxxxxx Xxxxxxxxxx for legal services(8) None (2) 05/25/99
5/25/99 47,000 E. Xxxxxxxxx Xxxxx settlement Bolina 30,000 None (2)
shares and X. Xxxxxx 17,000 03/19/99
5/25/99 150,000 Yankees Xxxxx settlement (9) None (2) 02/18/99
7/26/99 1,769 Xxxx Poppitti AITC reorganization (10) (4) (1) 06/25/99
7/26/99 1,105,325 Xxxx Xxxxx AITC reorganization (10) (4) (1) 06/25/99
7/26/99 1,127,431 Xxxxx Xxxxxxx AITC reorganization (10) (4) (1) 06/25/99
9/29/99 122,500 Yankees AITC reorganization (10) (4) (1) 06/25/99
9/29/99 20,000 Xxxxxxx Xxxxxxx Part of Yankees AITC shares (10) (4) (1) 06/25/99
9/29/99 2,500 Xxxxx Xxxxxxxxxx Part of Yankees AITC shares (10) (4) (1) 06/25/99
9/29/99 5,000 Xxxxxx Xxxx Part of Yankees AITC shares (10) (4) (1) 06/25/99
10/7/99 15,000 Xcel In lieu of interest on $75,000 loan(11) None (2) 09/30/99
10/7/99 (126,238) Xxxxx Xxxxxxx sold his shares to Yankees for $0.25 None (3) 08/25/99
10/7/99 (123,762) Xxxx Xxxxx sold his shares to Yankees for $0.25 None (3) 08/25/99
10/7/99 242,211 Yankees bought from Xxxxxxx and Xxxxx None (3) 08/25/99
10/7/99 7,789 Xxxxxxxx & Xxxxx Xxxx part of Yankees bought from None (3) 08/25/99
Xxxxxxx and Xxxxx
10/14/99 7,500 Internet Stock School $6,075 of fixed assets (12) None (2) 07/22/99
10/29/99 (841,378) Xxxxx Xxxxxxx AITC Recission None (2) 10/15/99
10/29/99 (841,378) Xxxx Xxxxx AITC Recission None (2) 10/15/99
11/1/99 190,000 Bolena $0.50 $ 95,000 None (2) 10/28/99
11/12/99 110,000 X. Xxxxxx $0.50 $ 55,000 None (2) 10/26/99
11/29/99 (94,602) Yankees AITC Recission None (2) 10/15/99
12/7/99 2,211 Xxxxxxxx & Xxxxx Xxxx AITC Stockholder and Exchanging None (2) 9/27/99
stockholders agreement (10)
12/14/99 40,000 Xxxxxxxx Xxxxxxx $0.50 $ 20,000 None (2) 06/23/99
12/14/99 100,000 Xxxxx Xxxxxxx $0.50 $ 50,000 None (2) 06/23/99
12/14/99 40,000 Xxxxxx Coleitti $0.50 $ 20,000 None (2) 06/23/99
12/14/99 20,000 Xxxxx Xxxxxxx $0.50 $ 10,000 None (2) 09/08/99
12/14/99 80,000 Yankees $0.25 $ 20,000 (4) (2) 06/24/99
12/14/99 30,000 Yankees $0.25 $ 7,500 (4) (2) 09/03/99
12/17/99 500,380 Xxxxxxx Xxxxxx WRI merger None (2) 11/12/99
12/17/99 10,000 X. Xxxxx WRI merger None (2) 11/12/99
12/17/99 10,000 X. Xxxx WRI merger None (2) 11/12/99
12/17/99 10,620 Source Marketing WRI merger None (2) 11/12/99
12/17/99 13,319 Yankees WRI merger (4) (2) 11/12/99
12/17/99 2,500 Xxxxxx Xxxx Part of Yankees WRI shares(14) (4) (2) 11/12/99
12/17/99 1,000 Xxxxx Xxxxxxxxxx Part of Yankees WRI shares(14) (4) (2) 11/12/99
12/17/99 3,500 Xxxxxxx Xxxxxxx Part of Yankees WRI shares(14) (4) (2) 11/12/99
12/17/99 13,275 Xxxxx Xxxxxxx Part of Yankees WRI shares(14) (4) (2) 11/12/99
12/17/99 13,275 Xxxx Xxxxx Part of Yankees WRI shares(14) (4) (2) 11/12/99
12/17/99 6,231 Xxxx Poppitti Part of Yankees WRI shares(14) (4) (2) 11/12/99
12/17/99 100,000 Xxxxxxx Xxxxxxxxx $0.50 $ 50,000 None (2) 11/10/99
TOTAL 8,164,126
01/04/00 16,000 Xxxxxx X. & Xxxxx Xxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
JTWROS
01/04/00 8,000 Xxxxxx X. Xxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 113,454 Antares Capital
Management, Inc. Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 24,000 Xxxxxx Xxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 12,000 Xxxx & Xxxx DeRosaJTWROS Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 31,333 Xxxxxx X. Xxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 32,000 Xxxxx Glint Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 48,000 Xxxx X. Xxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 12,000 Xxxxxxx X. Xxxxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 48,000 Xxxx & Xxxxx X. MaxwellJTWROS Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 48,000 Xxxxxxx X. Xxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 12,000 Xxx Xxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 48,000 SOG Investments, Inc. Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 48,000 Xxxxxx X. Xxxxx & Xxxxx Trilogy Reorganization (15) None (1) 12/01/99
X. Xxxxx JTWEROS
01/04/00 8,000 Xxxx X. Xxxxx Xx.& Trilogy Reorganization (15) None (1) 12/01/99
Xxxxxxx MeeksJTWROS
01/04/00 48,000 Xxx Xxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 24,000 Xxxx & Xxxxxxx Xxxx JTWROS Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 16,000 Xxxxx X. Xxxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 841,381 Xxxxxx & Xxxxx Xxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 800 Xxxxxxx Xxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 800 Xxxx Xxxxxx Xxxxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 576 Xxxxxxx Xxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 576 Xxxxxx Xxxxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 534 Xxxx Xxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 6,934 Xxxxx Xxxxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 309 Xxx XxXxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 309 Xxxxx Xxxxx Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 412 Xxxx Hinnick Trilogy Reorganization (15) None (1) 12/01/99
01/04/00 72,864 Yankees Trilogy Reorganization (16) (4) (1) 12/01/99
01/04/00 90,863 Xxxxxx Xxxxxx Part of Yankees shares (4) (1) 12/1/99
for Trilogy Reorg. (16)
01/04/00 18,000 Xxxxx Family Part of Yankees shares (4) (1) 12/1/99
for Trilogy Reorg (16)
1/12/00 200,000 Yankees $0.25 $ 50,000 (4) (2) 11/19/99
1/21/00 67,000 Xxx Xxxxxxxxx $0.75 $ 50,250 None (2) 12/16/99
5/2/00 133,334 X. Xxxxxx, Ltd. $0.75 $ 100,000 None (2) 01/31/00
5/2/00 100,000 X. Xxxxxx, Ltd. $0.75 $ 75,000 None (2) 03/09/00
5/2/00 100,000 X. Xxxxxx, Ltd. $0.60 $ 60,000 None (2) 03/23/00
5/2/00 100,000 Xxxxxxxx Xxxxxxx $0.75 $ 75,000 None (2) 01/31/00
5/2/00 100,000 Xxxxx Xxxxxxx $0.75 $ 75,000 None (2) 02/28/00
5/2/00 100,000 Xxxxx Xxxxxxx $0.75 $ 75,000 None (2) 01/31/00
5/2/00 200,000 Bolena Trading Corp. S.A.$0.60 $ 120,000 None (2) 03/15/00
6/15/00 200,000 Xcel Associates, Inc. settlement (17) None (2) 05/31/00
6/16/00 4,400 Xxxxxx Xxxxxx Shares he didn't (4) (1) 12/01/99
originally receive (15)
6/30/00 11,100,005 Total
7/3/00 377,099 Xxxxxx & Xxxxx Xxxxxxxxxx Xxxxxxx (18) (4) (1) 05/11/00
Reorganization
7/3/00 114,504 Yankees as escrow agent Xxxxxxx reorganization
as escrow agent (4) (1) 05/11/00
(18)
7/3/00 80,916 Xxxxx Xxxxxxxx,
Esquire as escrow agent Xxxxxxx Reorganization
as escrow agent (4) (1) 05/11/00
(18)
7/3/00 9,427 Xxxx Xxxxx Part of Yankees shares (4) (1) 05/11/00
for Xxxxxxx Reorganization
(18)
7/3/00 9,427 Xxxxx Xxxxxxx Part of Yankees shares
for Xxxxxxx Reorganization (4) (1) 05/11/00
(18)
7/3/00 8,869 Xxxxxx Xxxxxxxx Part of Yankees shares (4) (1) 05/11/00
for Xxxxxxx Reorganization
(18)
7/3/00 4,987 X. Xxxxxx, Ltd. Part of Yankees shares (4) (1) 05/11/00
for Xxxxxxx Reorganization
(18)
7/3/00 5,000 Xxxxx Xxx Xxxxx Part of Yankees shares (4) (1) 5/11/00
for Xxxxxxx Reorganization
(18)
7/3/00 7,000 Yankees in consideration for use (4) (2)
of collateral by Xcel
(11)
7/13/00 200,000 Palmair, Inc. $4,000 exercise of warrant
(19) None (2) 04/08/00
7/13/00 56,000 Yankees $0.125 $ 7,000 (4) (2) 06/16/00
7/13/00 50,000 Xxxxxx Xxxxxxxx $0.25 $ 12,500 None (2) 06/05/00
7/13/00 50,000 Xxxx Xxxxxxxx $0.25 $ 12,500 None (2) 06/05/00
7/13/00 12,000 Xxxxx Xxx Xxxxx $0.25 $ 7,000 None (2) 06/08/00
7/13/00 12,000 Xxxxx Xxx Xxxxx $0.25 $ 7,000 None (2) 06/08/00
7/13/00 16,000 American Express for
Xxxxx Xxx Xxxxx $0.25 $ 7,000 None (2) 06/08/00
7/13/00 16,000 American Express for
Xxxxx Xxx Xxxxx $0.25 $ 7,000 None (2) 06/08/00
7/13/00 12,129,234 Total
9/12/00 12,129,234 Total
11/8/00 (841,381) Return of
Xxxxxxx'x Stock superseder and exchange agreement None (1) 06/30/00
(15)
12/13/00 700,000 Yankees $0.125 Yankees converted $98, 500
of debt to equity (4) (2) 06/30/00
(20)
12/13/00 20,000 Coast to Coast Realty, Inc. Part of Yankees conversion
(20) (4) (2) 06/30/00
12/13/00 5,000 Xxxxxxx X. Xxxxxxx Part of Yankees conversion
(20) (4) (2) 06/30/00
12/13/00 9,000 Xxxxxx Xxxxxxxx Part of Yankees conversion
(20) (4) (2) 06/30/00
12/13/00 50,000 Xxxxx Xxx Xxxxx Part of Yankees conversion
(20) (4) (2) 06/30/00
12/13/00 2,000 Xxxxx Xxxxxxxx Part of Yankees conversion
(20) (4) (2) 06/30/00
12/13/00 2,000 Xxxxx Xxxxxxxx Part of Yankees conversion
(20) (4) (2) 06/30/00
12/13/00 200,000 X. Xxxxxx, Ltd. $0.25 $ 50,000 None (2) 05/16/00
12/13/00 16,667 X. Xxxxxx, Ltd. $0.60 $ 10,000.20 None (2) 05/16/00
12/31/00 12,292,520 TOTAL
3/7/01 4,000 Xxxxxx X. & Xxxxx Xxxxxxx Trilogy Escrow
(15) None (1) 12/01/99
3/7/01 2,000 Xxxxxx Xxxxxx Trilogy Escrow
(15) None (1) 12/01/99
3/7/01 28,364 Antares Capital
Management, Inc. Trilogy Escrow (15) None (1) 12/01/99
3/7/01 6,000 Xxxxxx Xxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 3,000 Xxxx & Xxxx Xx Xxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 8,933 Xxxxxx Xxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 8,000 Xxxxx Glint Trilogy Escrow (15) None (1) 12/01/99
3/7/01 12,000 Xxxx Xxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 3,000 Xxxxxxx X. Xxxxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 12,000 Xxxx X. Xxxxxx &
Xxxxx X. Xxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 12,000 Xxxxxxx X. Xxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 3,000 Xxxxxx Xxxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 12,000 SOG Investments Trilogy Escrow (15) None (1) 12/01/99
3/7/01 12,000 Xxxxxx X. & Xxxxx X. Xxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 2,000 Xxxx X. Xxxxx &
Xxxxxxx Xxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 12,000 Xxxxxx Xxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 6,000 Xxxx & Xxxxxxx Xxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 4,000 Xxxxx X. Xxxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 200 Xxxxxxx Xxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 200 Xxxx Xxxxxx Xxxxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 144 Xxxxxxx Xxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 144 Xxxxxx Xxxxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 133 Xxxx Xxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 1,733 Xxxxx X. Xxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 77 Xxxxxxxx Mc Ever Trilogy Escrow (15) None (1) 12/01/99
3/7/01 77 Xxxxx Xxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 103 Xxxx Xxxxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/7/01 15,947 Yankees Trilogy Escrow (15) None (1) 12/01/99
3/7/01 10,000 Xxxxx Family Trilogy Escrow (15) None (1) 12/01/99
Spendthrift Trust (AmeriNet Group)
3/7/01 16,947 Xxxxxx Xxxxxx Trilogy Escrow (15) None (1) 12/01/99
3/23/01 (15,947) Yankees returned-
issued wrong number of Trilogy Escrow (15) None (1) 12/01/99
shares on 3/7/01
3/23/01 5,000 Xxxxxxxxxx Capital Yankees compensation None (1) 12/1/99
Trilogy Escrow (15)
3/23/01 1,947 Yankees Trilogy Escrow (15) None (1) 12/1/99
3/31/01 12,479,522 TOTAL
4/26/01 (500,380) Xxxxxxx Xxxxxx Return of shares pursuant
to WRI settlement agreement
(13)
5/14/01 7,720 Frontline Processing settlement on behalf None (1)
of Xxxxx and Xxxxxxx AITC
5/3/01 484,752 Yankees Yankees exercise of warrant
(21) (4) (2)
5/3/01 1,000,000 Xxxxx Family Yankees exercise of warrant (4) (2)
and distributed shares back
to its stockholders
(21)
5/3/01 1,000,000 Xxxxxx Family Yankees exercise of warrant and (2)
distributed shares back to its
stockholders (21)
5/23/01 10,000 Xxxxxx X. Xxxxxxx escrow agent for WRI and (2)
PriMed agreement
5/28/01 173,908 Coast To Coast Realty, Inc. Services as corporation information (2)
spokesperson May 2000 to May 2001
5/28/01 220,000 Bolina Trading Corp conversion of debt to equity (2)
$55,000 @$0.25
5/28/01 10,000 SKRD Trading Corp Conversion of preferred to common
5/28/01 90,680 Xxxxxxx X. Xxxxxxx Conversion of preferred to common
5/28/01 16,660 Xxxxxx X. Xxxxxxx Conversion of preferred to common
5/28/01 666,680 Xxxxxx Xxxxxx Conversion of preferred to common
5/31/01 227,860 X. Xxxxxx Conversion of preferred to common
5/31/01 480,000 Bolena Conversion of preferred to common
5/31/01 600,000 Xxxxx Family Conversion of preferred to common
5/31/01 5,193,340 Yankees Conversion of preferred to common
5/31/01 186,680 Xxxxx Xxxxxxx Conversion of preferred to common
5/31/01 166,680 Xxxxxxxx Xxxxxxx Conversion of preferred to common
5/31/01 166,680 Xxxxx Xxxxxxx Conversion of preferred to common
5/31/01 450,400 Palm Air Conversion of preferred to common
5/31/01 26,660 Xxxxxxx X. Xxxxxx Conversion of preferred to common
5/31/01 573,340 Blue Lake Conversion of preferred to common
6/8/01 178,643 Xxxxxxxx X. Xxx Xxxxx compensation and expenses S-8
6/8/01 74,101 Xxxxxx Xxxxxxxx compensation S-8
6/8/01 90,658 Xxxxxxx X. Xxxxxxx compensation S-8
6/8/01 187,741 Xxxxxx X. Xxxxxxx compensation and expenses S-8
6/8/01 92,216 Xxxxxxx X. Xxxxxx compensation S-8
6/8/01 2,000 G. Xxxxxxx Xxxxxxxxxx compensation S-8
6/8/01 10,216 Xxxxx X. Xxxxxxx compensation S-8
6/8/01 533,486 X. Xxxxxx Finders fee
6/8/01 466,514 Palm Air
6/8/01 650,000 Xxxxxxxx Xxxxxxx finders fee
6/8/01 650,000 Xxxxx Xxxxxxx finders fee
6/8/01 319,122 Xxxxx Family Spendthrift Trust Yankees exercise of warrant and
distributed shares back to its
stockholders (21)
6/8/01 319,121 Xxxxxx Family Spendthrift Trust Yankees exercise of warrant and
distributed shares back to its
stockholders (21)
6/8/01 (5,000) Xxxx Xxxxxxx AmeriNet purchased shares for $1500
27,300,000 total common stock outstanding
(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 our company, after
approval by its legal counsel. In addition, each subscriber was
directed to review our company's filings with the Commission under the
Exchange Act and was provided with access to our company'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 our company, after
approval by its legal counsel. Each subscriber was directed to review
our company's filings with the Commission under the Exchange Act and
was provided with access to our company'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) Section 4(1 1/2 ) of the Securities Act. The transaction involved a
private sale of restricted securities under the exemption commonly
referred to as the Section 4 1 1/2 exemption. The recipient receives
restricted securities but, if obtained from a person not deemed a
control person under Commission Rule 144, the recipient is permitted
to "tack the transferor's holding period" for purposes of Commission
Rule 144.
(4) 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 our company in Yankees'
consulting agreement or that it may be entitled to compensation based
on the terms of its consulting agreement with our company.
(5) Part of a private placement of 1,750,000 shares of our company's
common stock required to raise emergency capital for our company and
to induce Yankees to provide services to our company and recruit
officers and directors while its consulting agreement with our company
was being negotiated.
The shares were allocated by Yankees among its stockholders and their
families and to three individuals who agreed to serve as members of
our company's board of directors (one of whom who also agreed to serve
as our company's secretary and general counsel). Consideration was an
aggregate of $35,000.
(6) Reimbursement for 50,000 shares transferred by the Xxxxx Family
Spendthrift Trust to Xxxxxxxxxx Capital Corp., at the request of
Xxxxxx Xxxxxxxxx-Xxxxx, Xx., then our company's sole executive officer
and director, in partial consideration for its agreement to assist our
company.
(7) Consulting assistance pertaining to resumption of trading in our
company's securities, including preparation of required disclosure
information pursuant to Commission Rule 5c2-11, coordinating with
market makers in filing Form 15c2-11 with the NASD and general
business advice and assistance.
(8) Shares issued to G. Xxxxxxx Xxxxxxxxxx, Esquire, a member of our
company's board of directors as well as its secretary and general
counsel, as additional consideration for services rendered in
conjunction with preparation of our company's Form 10-KSB for the year
ended December 31, 1998.
(9) The shares were issued in a settlement with Xxxxxxx X. Xxxxx, III, for
services and related costs provided between 1995 and 1998, prior to
the creation of Yankees. The original balance due was approximately
$150,000 but the terms of the settlement were not consistent with
representations made by our company in conjunction with other
transactions at the time. As a result, our company agreed to adjust
the compensation by issuance of 150,000 shares of its common stock,
originally valued by our company and Xx. Xxxxx at $3,000, with the
remaining balance due being written off in the interests of preserving
our company's future business prospects. Xx. Xxxxx, as a principal of
Yankees, had assigned his rights to such shares to Yankees which was
responsible for the decision to write-off the remaining balance due.
During our company's latest audit, the value was adjusted to $24,000
based on the average of the bid and offering price for our company's
common stock ($0.16) on February 18, 1999, the date the agreement was
amended, and thereafter, based on comments by the Commission's staff,
the difference between the amount owed and such fair market value
($126,000) was treated as additional capital contributed to our
company by Xx. Xxxxx.
(10) Shares of common stock issued to former stockholders of American
Internet who were officers or directors thereof in exchange for their
American Internet shares and to Yankees and its designees pursuant to
the terms of its consulting agreement with our company in
consideration for its role in arranging the acquisition (after
material reductions based on American Internet's failure to meet its
performance projections and inaccuracies in certain pre-acquisition
representations by American Internet's management).
(11) Shares issued to Xcel in lieu of interest on a $75,000 loan (15,000
shares) and to Yankees for having pledged 35,000 shares of our
company's common stock as security for such loan (7,000 shares).
(12) Shares issued to Internet Stock Trading School pursuant to the terms
of the Equipment Purchase Agreement
(13) On November 12, 1999, WRI was merged into American Internet with all
of WRI's capital stock canceled and converted into 531,000 shares of
our company's's common stock. In addition, the former WRI stockholders
were granted the right to receive up to 150,000 additional shares of
our company's common stock, based on WRI's performance over a three
year period. 500,380 shares were returned by Xxxxxxx Xxxxxx pursuant
to the terms of a settlement agreement.
(14) Pursuant to the terms of its consulting agreement with our company,
Yankees was entitled to compensation in an amount equal to 10% of the
consideration received by the former WRI stockholders, for its
services in arranging for the acquisition of WRI. As contemplated in
its consulting agreement, a portion of such compensation was assigned
by Yankees to persons who provide it with assistance in performing its
services. In addition, Yankees voluntarily assigned 6,231 shares to
Xxxx Popitti, a former stockholder in American Internet.
(15) Shares issued in exchange for all of Trilogy's capital stock,
1,105,726 of the shares returned by Mr. and Xxx. Xxxxxxx pursuant to
the terms of a settlement agreement.
(16) Pursuant to the terms of its consulting agreement with our company,
Yankees was entitled to compensation in an amount equal to 10% of the
consideration received by the former Trilogy stockholders, for its
services in arranging for the acquisition of Trilogy, half of which
was assigned by Yankees to Xxxxxx Xxxxxx Pozner in consideration for
his assistance in conjunction with the acquisition.
(17) On May 31, 2000, our company entered into a settlement agreement with
Xcel Associates, Inc. A copy of the settlement agreement was filed as
an exhibit to a current report on Form 8-K filed with the Commission
on June 15, 2000
(18) Shares of common stock issued to Xxxxxx X. and Xxxxx X. Xxxxxxxxxx,
former stockholders of Xxxxxxx who were officers or directors thereof,
in exchange for their Xxxxxxx shares and to Yankees and its designees
pursuant to the terms of its consulting agreement with our company in
consideration for its role in arranging the acquisition. A portion of
the shares are being held by Yankees as escrow agent (114,504 shares)
and by Xxxxx Xxxxxxxx, Esquire as escrow agent (80,916 shares).
Pursuant to the terms of its consulting agreement with our company,
Yankees is entitled to compensation in an amount equal to 10% of the
consideration received by the former Xxxxxxx stockholders, for its
services in arranging for the acquisition of Xxxxxxx, of which was
assigned by Yankees to others.
(19) On December 11, 1998, Xx. Xxxxxxx received options to purchase 200,000
shares of our company's common stock, at an exercise price of $0.02
per share as his only compensation from our company for services in
all capacities. Xx. Xxxxxxx transferred all of his rights to our
company's securities, including those reflected in this table, to
Palmair, Inc., a Bahamian corporation, with an address at 00 Xxxxxxxxx
Xxxxxx, Xxx XX-00000; Nassau, Bahamas ("Palmair"). Xxxxxxx
Xxxxxx-XxxXxxxxx, an individual with an address at Brouwrij 8;
Breukelen (UTR) 3621, The Netherlands ("Xx. Xxxxxx-XxxXxxxxx"), is
listed as the record stockholder and director of Palmair. The option
was exercised by Palmair, Inc. on April 8, 2000.
(20) At the issuers request, Yankees converted $98,5000 of debt to equity (
a total of 788,000 shares of common stock ). A portion of the 788,000
shares received by Yankees was given to persons by Yankees.
(21) Option to purchase 12.5% of our company's outstanding and reserved
capital stock (including all securities convertible into capital
stock) outstanding or reserved, measured immediately following
exercise of the option, in consideration for an aggregate of $90,000.
The option was originally granted during November of 1998 and covered
10% of our company's outstanding or reserved common stock only, with
the exercise price being $60,000. It was granted as a portion of
consideration granted to Yankees under its consulting agreement with
our company, in exchange for Yankees agreement to forego hourly and
document licensing fees for a period of 365 days. During November of
1999, our company requested that the consulting agreement be
renegotiated to extend for another year the waiver of Yankees' hourly
and document licensing fees and in conjunction with the resulting
amendment, the current terms were adopted. The amendment was disclosed
in a report on Commission Form 8-K filed by our company on December
16, 1999. The number of shares issuable cannot be determined with
certainty, The transaction and option agreement are more fully
described in our company's report on Form 10-QSB for the quarter ended
September 30, 1998, its Form 10- KSB for the years ended December 31,
1998 and June 30, 1999, and the report on Form 8-K filed on December
16, 1999. It has been assumed that the option will cover 2,500,000
shares since only 20,000,000 shares of common stock are authorized;
however, the number may be different based on the actual number of
outstanding and reserved shares of capital stock. (actual certificate
was for 2,484,752 shares)
List of Preferred Shares Issued as of May 15, 2001
Date $ No. of Certific Stockholders Name & $ paid Date of From Whom To Whom Shares are Certific # of
received Shares & ate No. address per share Transfe transferred Transferred ate # Shares
& Date Signed &
Issued subscripti Exempti
on agree. on #
7-3-00 6,000 yes 22 (2) Bolina Trading Corp. S.A. $5.00
($30,000)
7-7-00 3,600 yes 23 (2) Bolina Trading Corp. S.A. $5.00
($18,000)
7-27-00 8,000 yes 24 (2) Bolina Trading Corp. S.A. $5.00
($40,000
8-15-00 46,000 yes 14 (2) The Yankee Companies, Inc. $2.50 *
($115,000
8-15-00 3,393 yes 15 (2) X. Xxxxxx Ltd. $5.00 *
($16,965)
8-30-00 5,920 yes 16 (2) PalmAir, Inc. $5.00
($29,600)
10-5-00 100,000 (2) The Yankee Companies, Inc. $2.50 * 10-5-00 Yankees Bolina Trading Corp. S.A. 25 6,400
yes ("Yankees")($250,000
10-5-00 Yankees Xxxxxxx X. Xxxxxxx 18 500
10-5-00 Yankees PalmAir, Inc. 20 6,600
10-5-00 Yankees Xxxxx Xxxxxxxx 21 1,000
10-5-00 Yankees Yankees 17 85,500
11-13-00 27,797 yes (2) Yankees $2.50 * 11-13-00 Yankees Palm Air 02 2,000
($64,492.50)
11-13-00 Yankees Xxxxxxx Xxxxxxx 03 797
11-13-00 Yankees Yankees 01 25,000
11-13-00 16,000 yes (2) Yankees $2.50 *
($40,000)
12-15-00 30,000 yes (2) Yankees $2.50* 12-5-00 Yankees Xxxxxxx Xxxxxxx 05 1,000
($75,000)
00-0-00 Xxxxxxx XxxxXxx, Inc. 06 2,000
12-5-00 Yankees Yankees 04 27,000
1-31-01 5,000 yes (2) Yankees $10,000 1-31-01 Yankees Xxxxx Xxxxxxx 08 5,000
January
compensation
1-31-01 10,000 yes (2) Yankees $2.00* 1-31-01 Yankees Xxxxxxxx Xxxxxxx 09 5,000
($20,000)
1-31-01 Yankees Xxxxx Xxxxxxx 10 5,000
1/29/01 1,333 (2) Xxxxxxx X. Xxxxxx $1.50
($2,000)
2/28/01 10,000 yes 36 (2) Blue Lake Capital Corp. $1.50
($15,000)
2/28/01 12,000 yes 28 (2) Yankees $1.50
($18,000)
2/28/01 6,667 yes (2) Yankees $1.50 2/28/01 Yankees X. Xxxxxx, Ltd. 29 2,500
($10,000)
February
compensation
2/28/01 Yankees PalmAir, Inc. 30 2,500
2/28/01 Yankees Xxxxxxx Xxxxxxx 31 834
2/28/01 Yankees Xxxxxx Xxxxxxx 33 833
3/1/01 10,000 yes 35 (2) Xxxxx Family Spendthrift Trust $1.50
($15,000)
3/31/01 6,667 yes (2) Yankees $1.50 3/31/01 Yankees X. Xxxxxx, Ltd. 29 4,000
($10,000)
March
compensation
3/31/01 Yankees SRKD Trading Corp. 34 500
2500 N. Military Trail,
Suite 240; Xxxx Xxxxx, XX 00000
3/31/01 Yankees Xxxxxxx Xxxxxxx 31 667
3/31/01 Yankees Yankees 28 1,500
3/31/01 89,072 yes (2) Yankees $1.50 3/31/01 Yankees PalmAir 30 3,500
($133,608)
3/31/01 Yankees X. Xxxxxx 29 1,500
3/31/01 Yankees Xxxxxxx Xxxxxxx 31 736
3/31/01 Yankees Yankees 28 83,336
(3) Yankees took shares from cert 3/16/01 Yankees Xxxxxx Xxxxxx (33,334)
# ____ and had it issued
(3) Yankees took shares from cert 3/19/01 Yankees Xxxxx Xxxxxxxx (3,334)
# ____ and had it issued
(3) Yankees took shares from cert 3/19/01 Yankees Xxxxx Xxxxxxx (3,334)
# ____ and had it issued
(3) Yankees took shares from cert 3/19/01 Yankees Xxxxxxxx Xxxxxxx (3,334)
# ____ and had it issued
3/31/01 14,667 yes 36 (2) Blue Lake Capital $1.50
($22,000)
3/31/01 1,333 yes 35 (2) Xxxxx Family $1.50
($2,000)
4/10/01 6667 (2) Xxxxx Family $1.50
($10,000)
4/10/01 4,000 36 (2) Blue Lake $1.50
($6,000)
4/24/01 4,000 (2) Xxxxx Family $1.50
($6,000)
4/27/01 4,000 (2) Xxxxx Family $1.50
($6,000)
4/30/01 6,667 (2) Yankees $10,000
compensation
for April
5/3/01 (6667) 04 Yankees cashless 5/3/01 Yankees received
exercise 20,333 shares back
of warrant from certificate # 4
which was originally
for 27,000 shares
5/701 4,000 (2) Xxxxx Family $1.50
($6,000)
5/31/01 6667 (2) Yankees $1.50
($10,000)
May
compensation
5/25/01 (500) SKRD Trading Corp. (4)
5/25/01 (4534) Xxxxxxx Xxxxxxx (4)
5/25/01 (833) Xxxxxx X. Xxxxxxx (4)
5/25/01 (33,334) Xxxxxx Xxxxxx (4)
5/31/01 (24,000) Bolina Trading Corp (4)
5/31/01 (1,333) Xxxxxxx X. Xxxxxx (4)
5/31/01 (22,520) PalmAir, Inc. (4)
5/31/01 (11,393) X. Xxxxxx (4)
5/31/01 (9,334) Xxxxx Xxxxxxx (4)
5/31/01 (28,667) Blue Lake capital (4)
5/31/01 (30,000) Xxxxx Family (4)
5/31/01 (8,334) Xxxxx Xxxxxxx (4)
5/31/01 (8,334) Xxxxxxxx Xxxxxxx (4)
5/31/01 (259,667) Yankees (4)
0 shares outstanding
* certificate numbers 11, 12, 13, 19 are all voided and cancelled.
(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 our company, after approval
by its legal counsel. In addition, each subscriber was directed to review
our company's filings with the Commission under the Exchange Act and was
provided with access to our company'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 our company, after approval
by its legal counsel. Each subscriber was directed to review our company's
filings with the Commission under the Exchange Act and was provided with
access to our company'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) Section 4(1 1/2 ) of the Securities Act. The transaction involved a private
sale of restricted securities under the exemption commonly referred to as
the Section 4 1 1/2 exemption. The recipient receives restricted securities
but, if obtained from a person not deemed a control person under Commission
Rule 144, the recipient is permitted to "tack the transferor's holding
period" for purposes of Commission Rule 144.
(4) Converted preferred shares to Common.
Exhibit 3.2C4
Comment Letters from the Securities & Exchange Commission
The company received a notice from the Securities and Exchange Commission
on March 15, 2001, suggesting that an S-3 would be inappropriate to file:
"because we (AmeriNet) failed to meet the requirements for the use of this form,
specifically General Instruction 1.B.3." Park City Group has been provided a
copy of the letter from the Commission.
Exhibit 3.2E
Pending & Threatened Litigation
AmeriNet is not aware of any threatened litigation, except that one of its
directors, J. Xxxxx Xxxxxxx has refused to sign a termination and settlement
agreement based on the following allegation, which management refutes:
J. Xxxxx Xxxxxxx, a member of AmeriNet's board through an acquisition,
indicated that he feels he is owed approximately $32,000 from AmeriNet. Xx
Xxxxxxx showed existing documents and information pertaining to this claim and
the Board determined that there was no cause for the Board to settle. However a
compromise was offered and Xx. Xxxxxxx refused the compromise. A copy of the
letter from Xxxxx Xxxxxxx'x attorney and his partner, Xx. Xxxxx, have been
provided to Park City Group.
AmeriNet, Inc., a Delaware corporation, owns the trademark for AmeriNet,
AmeriNet and Design. In August of 1999, AmeriNet, Inc. threatened action if
AmeriNet Xxxxx.xxx, Inc. continued using the abbreviated form of AmeriNet in its
communication. In April of 2001, Xx Xxxxxxx, talked to both AmeriNet, Inc's
lawyer and president and discussed the pending acquisition of Park City Group.
The president of AmeriNet, Inc. indicated that if the acquisition took place
there would be no further action on their behalf as long as AmeriNet Xxxxx.xxx,
Inc.'s name changed, as agreed to by Park City Group. A copy of the letter from
AmeriNet, Inc's lawyer has been provided to Park City Group.
AmeriNet of Michigan, a Michigan corporation, owns the trademark for
AmeriNet In December of 1999, AmeriNet of Michigan assured AmeriNet Xxxxx.xxx,
Inc. that they would continue to monitor the situation and will take appropriate
action to protect its rights if any actual confusion occurs between our company
and their company. A copy of the letter from AmeriNet of Michigan's lawyer has
been provided to Park City Group.
Exhibit 3.2F
Tax Obligations and Liens
1. The exceptions apply to AmeriNet only and not to its subsidiaries since
there will be no subsidiaries at closing, however some of AmeriNet's
subsidiaries have not filed tax returns. (ie. Xxxxxxx Communications, Inc.
& and AmeriNet Communications, Inc. )
2. AmeriNet's tax returns for 1999 and 2000 were filed in April of 2001.
3. Payroll taxes to the IRS for the 2nd quarter will need to be paid up to the
date of closing.
Exhibit 3.2H
Liabilities & Obligations
1. There is a liability to officers and consultants to issue approximately
635,575 shares of common stock.
2. All outstanding options and warrants as reflected in Exhibit 3.2B should be
considered a liability
3. All outstanding registration rights as reflected in Exhibit 3.2B4 should be
considered a liability
4. A copy of the consulting agreement between Funds America Finance
Corporation and AmeriNet has been provided to Park City. The only AmeriNet
obligation that will survive closing is the obligation to provide a
shareholders list.
5. A copy of the consulting agreement between PriMed Technologies, Inc.,
AmeriNet and Liberty Transfer Co. has been provided to Park City. The only
AmeriNet obligation that will survive closing is the obligation to provide
a shareholders list.
6. Liability to pay Liberty Transfer Co. for services as transfer agent.
7. All tax obligations reflected in Exhibit 3.2F should be considered a
liability.
8. Payroll to employees will be paid up to the date of closing.
9. Contract with Xxxxxxxx Xxxxxx & Xxxxxx, P.A.
10. Contract with Jericho Capital Corp.
11. A claim from Xxxxx Xxxxxxx to pay him $32,000 and return 930,000 shares of
AmeriNet's common stock. See Exhibit 3.2E Litigation.
12. Liability to pay in shares of AmeriNet's common stock at $0.17 per share,
$30,000 to the Xxxxx Family Spendthrift Trust. (Yankees affiliates)
13. Liability to pay in shares of AmeriNet's common stock at $0.17 per share,
$30,000 to the Xxxxxx Family Spendthrift Trust. (Yankees affiliates)
Exhibit 3.2J
Leases
AmeriNet has no leases.
Exhibit 3.2K2
Insurance Policies and Fidelity Bonds
AmeriNet has no insurance policies or fidelity bonds.
Exhibit 3.2L
Contracts and Commitments
(i) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any collective bargaining agreement or
contract with any labor union:
Not Applicable
(ii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any bonus, pension, profit sharing,
retirement, or other form of deferred compensation plan:
- *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective
January 1, 2000with award certificates
- *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective
March 8, 2000 Filed on 10/22/99 10-KSB
- *Non-Qualified Stock Option & Stock Incentive Plan, 2001, effective
January 1, 2001 with award certificates
- AmeriNet Communications, Inc. Stock Option Plan, effective October ,
2000 Filed on 01/05/01 8-K
- Agreement to Adopt Stock Option Plan, dated 12/22/00 Filed 12/21/00 8-K
- Corporate Director Agreement - Xxxxxxx, Xxxxx X., dated 12/21/00 filed on
01/05/01 8-K
- Corporate Director Agreement - Chamberlin, Richard, dated 12/21/00 filed on
01/05/01 8-K
- Corporate Director Agreement - Xxxxxxxx, Xxxxxxx, dated 12/21/00 filed on
01/05/01 8-K
- Corporate Director Agreement - Xxxxxxx, Xxxxxx, dated 12/21/00 filed on
01/05/01 8-K
- Corporate Director Agreement - Xxxxxxx, Xxxxx, dated 12/21/00 filed on
01/05/01 8-K
- Corporate Director Agreement - Xxxxx, Xxxxxxx, dated 12/21/00 filed on
01/05/01 8-K
- Corporate Director Agreement - Xxxxxxx, Xxxxxxx, dated 12/21/00 filed on
01/05/01 8-K
- Corporate Director Agreement - Xxx Xxxxx, Xxxxx, dated 12/21/00 filed on
01/05/01 8-K
- Corporate Director Agreement- Wilson, Douglas, dated 12/21/00 filed on
01/05/01 8-K
- *Common Stock Purchase Warrant - Xxxxxxx, Xxxxx K, dated 06/26/00
- *Common Stock Purchase Warrant - Xxxxxxx, Xxxxx X., dated 04/03/01
- *Common Stock Purchase Warrant - Jordan, Michael, dated 06/26/00
- *Common Stock Purchase Warrant - Xxxxxx, Xxxx X., dated 06/26/00
- *Common Stock Purchase Warrant - Xxxxxxx, Xxxxxxx X., dated 06/26/00
- *Common Stock Purchase Warrant - Xxx Xxxxx, Xxxxxxxx, dated 06/26/00
(iii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any medical insurance or similar plan or
practice, whether formal or informal:
Not applicable
(iv) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any contract for the employment of any
officer, employee, or other person on a full-time or consulting basis or
relative to severance pay or change-in-control benefits for any such person:
- *Agreement with PriMed Technologies, Inc, AmeriNet and Liberty, dated 5/30/01
- Consulting Agreement with Market Force, Inc. - dated 4/26/01
- Strategic Consulting Agreement with Yankee Companies - dated 12/29/00
Filed 01/05/01 8-K
- Consulting Agreement, Amended - Yankees, dated 11/23/99 Filed 12/12/99 8-K
- Consulting Agreement - Funds America, dated 08/04/99 Filed 12/31/98 10-KSB
- Contract of Service Agreement-Trinity Venture, dated 03/26/01
- Corporate Information Service Agreement - Xxxxxxx, Xxxxxxx, dated 03/06/01
- Corporate Information Service Agreement - Wall Street Watch, dated 03/13/01
- Corporate Secretary Agreement - Xxxxxxx, Xxxxxxx, dated 01/11/00 Filed
01/05/01 8-K
- Director & Officer Superseder & Settlement Agreement - Xxxxxxx, Xxxxx
- Director & Officer Superseder & Settlement Agreement - Xxxxxxxxxx, dated
04/26/01
- Director & Officer Superseder & Settlement Agreement - Xxxxxxx, dated 04/09/01
- Director & Officer Superseder & Settlement Agreement - Franjola, dated
04/26/01
- Director & Officer Superseder & Settlement Agreement - Xxxxxxx, dated
04/06/01
- Director & Officer Superseder & Settlement Agreement - Van Etten, dated
04/10/01
- Director & Officer Superseder & Settlement Agreement - Xxxxxx, dated
04/11/01
- Employment Agreement - Xxxxxxx, Xxxxx, dated 02/17/00 until 06/30/01
Filed 10/13/00 10-K
- Employment Agreement- Jordan, Michael, dated 08/19/99 Filed 08/24/99 8-K
- Employment Agreement- Xxx Xxxxx, Xxxxxxxx, dated 05/22/00,Filed105130/00 8-K
- Retainer Letter Agreement - Xxxxxxxxxx, dated 03/13/01
(v) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any agreement or indenture relating to the
borrowing of money in excess of $2,000 or to mortgaging, pledging or otherwise
placing a lien on any assets of AmeriNet which has a fair market value in excess
of $5,000 in the aggregate:
- Convertible Loan Agreement, dated 5/7/01
- Loan & Security Agreement - The Yankee Companies, dated 05/05/00 Filed
05/15/00 10-QSB
- Full Recourse Secured Promissory Note - Yankees, dated 05/05/00 Filed
05/15/00 10-QSB
- Promissory Note - AmeriNet/Xxxxxxx, dated 10/12/00 Filed 11/02/00 8-K
- Promissory Note-AmeriNet/ PriMed, dated 01/17/01
(vi) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any guaranty of any obligation for borrowed
money or otherwise, other than endorsements made for collection:
- Convertible Loan Agreement, dated 5/7/01
- Loan & Security Agreement - The Yankee Companies, dated 05/05/00,Filed
05/15/00 10-QSB
- Full Recourse Secured Promissory Note - Yankees, dated 05/05/00, Filed
05/15/00 10-QSB
(vii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any lease or agreement under which it is
lessor of, or permits any third party to hold or operate, any property, real or
personal:
Not applicable
(viii) Except as set forth below AmeriNet is not a party and has not been a
party for a period of at least one year to any contract or group of related
contracts with the same party for the purchase of products or services, under
which the undelivered balance of such products and services has a purchase price
in excess of $2,000:
Not applicable
(ix) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any contract or group of related contracts
with the same party for the sale of products or services, under which the
undelivered balance of such products and services has a sales price in excess of
$2,000:
Not applicable
(x) Except as set forth below AmeriNet is not a party and has not been a
party for a period of at least one year to any franchise agreement:
Not applicable
(xi) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any other agreement material to AmeriNet's
business or not entered into in the ordinary course of business:
- Agreement to Assign Claims - Yankees/AmeriNet, dated 05/04/01
- Assignment of Claims, dated 05/04/01
- Assignment and Transfer of Bankruptcy Claim #18, dated 05/04/01
- Assignment and Transfer of Bankruptcy Claim #20, dated 05/04/01
- Cisco Reseller Agreement, dated 02/09/01
- Conversion Agreement - Blue Lake Capital Corp, dated 02/28/01 filed on
05/15/01 10-Q
- Conversion Agreement - Blue Lake Capital Corp, dated 03/31/01 filed on
05/15/01 10-Q
- Conversion Agreement - Blue Lake Capital Corp., dated 04/10/01 filed on
05/15/01 10-Q
- Conversion Agreement - Xxxxx Family Spendthrift Trust, dated 03/01/01 filed on
05/15/01 10-Q
- Conversion Agreement - Xxxxx Family Spendthrift Trust, dated 03/31/01 filed on
05/15/01 10-Q
- Conversion Agreement - Xxxxx Family Spendthrift Trust, dated 04/01/01 filed on
05/15/01 10-Q
- Conversion Agreement - Xxxxx Family Spendthrift Trust, dated 04/24/01 filed on
05/15/01 10-Q
- Conversion Agreement - Xxxxx Family Spendthrift Trust, dated 04/27/01 filed on
05/15/01 10-Q
- Conversion Agreement - Xxxxx Family Spendthrift Trust, dated 05/07/01 filed on
05/15/01 10-Q
- Conversion Agreement - X. Xxxxxx, LTD., dated 08/15/00 filed on 05/15/01 10-Q
- Conversion Agreements - Xxxxxx, Xxxxx, dated 01/29/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 06/30/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 08/15/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 10/05/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 11/13/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 12/05/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q
- Conversion Agreement-Yankees, dated 4/30/01 filed on 05/15/01 10-Q
- Conversion Agreement-Yankees, dated 5/31/01 filed on 05/15/01 10-Q
- License Agreement - Yankees, dated 02/09/00 Filed 12/31/99 10-Q
- License Agreement, Amendment - Yankees/WRI, dated 04/16/01 Filed 04/30/01 8-K
- License Transfer Agreement, dated April 16, 2001
- Reorganization Agreement - Xxxxxxx, dated 05/11/00 Filed 05/30/00 8-K
- Recission Agreement - Vista Vacation, dated 07/12/00 Filed 08/15/00 8-K
- Settlement Agreement - Frontline Processing, dated 04/15/01
- Subscription Agreement - Bolina Trading Corp.,dated 07/04/00 Filed on 05/15/01
- Subscription Agreement - Bolina Trading Corp.,dated 07/07/00 Filed on 05/15/01
- Subscription Agreement - Bolina Trading Corp.,dated 07/27/00 Template filed
on 05/15/01
- Subscription Agreement - Xxxxxxxx, Xxxxxx, dated 06/06/00
- Subscription Agreement - Xxxxxxxx, Xxxx, dated 06/05/00
- Subscription Agreement - X. Xxxxxx, Ltd., dated 06/07/00
- Subscription Agreement - X. Xxxxxx, Ltd., dated 06/07/00
- Subscription Agreement - Palmair, Inc., dated 08/30/00 Filed on 05/15/01 8-KSB
- Subscription Agreement - Xxx Xxxxx, Xxxxxxxx, dated 06/08/00
- Subscription Agreement - Xxx Xxxxx, Xxxxx, dated 06/08/00
- Subscription Agreement - Xxx Xxxxx, Xxxxxxxx and Xxxxx, dated 06/08/00
- Subscription Agreement - The Yankee Companies, dated 06/16/00
- Superseder & Exchange Agreement - Trilogy, dated 06/30/00 Filed 07/17/00 8-K
- Superseder & Exchange Agreement - WRI, dated 01/26/01 Filed 02/08/01 8-K
- Superseder & Settlement Agreement - Xcel, dated 05/31/00 Filed 06/15/00 8-K
- Superseder and Termination Agreement -Yankees, dated 5/25/01
- Warrant Agreement, Amended - Xxxxxxx, Xxxxx , dated 5/22/01
- Warrant Agreement, Amended - Xxxxxxx, Xxxxxxxx - dated May 23, 2001
- Warrant Agreement - The Yankee Companies, dated 11/23/99 Filed 05/11/01 8-K
- Warrant Agreement, Amended Supplement, dated 04/30/01 Filed 05/11/01 8-K
- Warrant Agreement, Yankees, dated 5/2/01, as amended as of June 13, 2001
- Warrant Agency Agreement, Yankees/Liberty, dated 5/25/01, as amended as of
June 13, 2001
- Weekly Stock Xxxxx.xxx, dated 03/07/01
- Letter of Intent, dated 12/13/00
- *Xxxxxxxx Xxxxxx & Xxxxxx, P.A. - *Jericho Capital Corp.
* This agreement will remain in effect after the closing of the Park City
Group/AmeriNet reorganization.
Exhibit 4.3C
Consents
1. A copy of the annual stockholders meeting minutes, dated December 21, 2001,
have been provided to Park City.
2. A copy of the Board minutes dated May 18, 2001, have been provided to Park
City.
3. See exhibit 3.2L for a copy of the termination agreement between AmeriNet
and Yankees.
Exhibit 5.2D
Legal Opinion
