SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 13, 2001
FIELDS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-03718 (Commission File Number) 11-2050317
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)
333 Main Street, Park City, Utah 84060
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code (435) 649-2221
Former Name: AmeriNet Group.com, Inc.
Former Address: 2500 N. Military Trail, Suite 225, Boca Raton, Florida 33431
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 13, 2001, Fields Technologies, Inc., formerly known as AmeriNet
Group.com, Inc. (the "Company") completed its acquisition of 98.76% of the
outstanding common stock of Park City Group, Inc. from certain stockholders of
Park City Group, Inc. (the "Park City Group Participants") pursuant to the terms
of a Reorganization Agreement that was executed on May 31, 2001 (the
"Reorganization Agreement"). On December 21, 2000, the Company's stockholders
approved the acquisition of one or more businesses, whether or not characterized
as reverse acquisitions and whether or not such transactions resulted in a
change of control of the Company. Pursuant to the Reorganization Agreement, Park
City Group, Inc. became a consolidated subsidiary of the Company and the Park
City Group Participants became stockholders of the Company. The Company issued
109,623,600 shares (approximately 74% of the Company's currently outstanding
stock) of restricted Company voting common stock to the Park City Group
Participants and may issue approximately 74,000,000 additional shares
(approximately 33% of the Company's outstanding stock if 74 million additional
shares are issued) of restricted voting common stock upon additional Park City
Group, Inc. share exchanges, Company private placement note defaults, Park City
Group, Inc. preferred stock conversions, the Company incurring certain
unindemnified expenses, and the Park City Group Participants earning certain
performance shares. As a condition to the closing of the Reorganization
Agreement, the Company was required to hold at least $1 million in either cash
or notes receivable at closing. Consequently, prior to the closing of the
Reorganization Agreement, the Company sold to certain accredited investors 12
million shares of Company common stock in a private placement at a price of $.17
per share. The closing of the private placement occurred simultaneously with the
closing of the Reorganization Agreement. Immediately following the closing of
the Reorganization Agreement, the Company had a total of 148,923,601 shares
issued and outstanding. This change of control is the direct result of
arms-length negotiations between otherwise unrelated parties, pursuant to which
the Park City Group Participants obtained approximately 4.3 shares of newly
issued Company common stock for every share of Park City Group, Inc. common
stock held. Prior to the closing of the Reorganization Agreement, no single
stockholder or control group owned more than 50% of the Company's voting rights.
Pursuant to the terms of the Reorganization Agreement, the Company
stockholders holding shares prior to the closing of the Reorganization Agreement
have the right to designate one member of the Company's board of directors for a
period of five years following the closing of the Reorganization Agreement. The
initial designee is Edward Dmytryk, a member of the Company's Board of Directors
since 1999.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1 above.
As a condition to the closing of the Reorganization Agreement (see Item 1
above), on June 13, 2001 and pursuant to a Superseder and Termination Agreement
dated May 23, 2001, the Company disposed of all of its interest in Lorilei
Communications, Inc., a Florida corporation, AmeriNet Communications, Inc., a
Florida corporation, Trilogy International, Inc., a Florida corporation, Vista
Vacations International, Inc., a Florida corporation and Wriwebs.com, Inc., a
Florida corporation (the "Subsidiaries"). Except for cash and certain interests
in securities that were transferred to Edward C. Dmytryk, as escrow agent, for
disposition in accordance with the terms of certain agreements, the Company
transferred all of its interest in the Subsidiaries to the Yankee Companies in
exchange for Yankees terminating all of the Company's obligations or liabilities
owed to it by the Company prior to the closing of the Reorganization Agreement.
Yankees was formally a Company consultant. The Company's stockholders approved
this disposition on December 21, 2000.
The following paragraphs provide more information about Park City Group,
Inc.
Background
In May 1990, Park City Group, Inc. was incorporated in the state of
Delaware under the name Riverview Software Group. The company name became Fields
Software Group in July 1990 and Park City Group, Inc. in July 1993. Park City
Group, Inc. has been under the continuous direction and leadership of Randall K.
Fields, currently the CEO and President of Park City Group, Inc. Park City
Group, Inc. has one wholly owned subsidiary, Fresh Market Manager, LLC.
Park City Group, Inc.'s primary business is the development, support and
consulting services of the suite of software applications marketed as
ActionManager(TM) and an additional suite of applications marketed under the
name of Fresh Market Manager.
The information presented in the remainder of this document, including
financial information, includes the activities and matters related to both Park
City Group, Inc. and Fresh Market Manager, LLC and these companies are referred
to collectively as Park City Group, except where identified individually.
Overview of Business
Park City Group provides its customers in the retail and hospitality
industries with a combination of patented technology, software solutions and
services that are intended to automate managerial and administrative tasks. Park
City Group's ActionManager(TM) and Fresh Market Manager applications are
intended to improve the ability of management at all levels of an organization
to manage day-to-day processes of business operations, to make informed
decisions and to implement them quickly and efficiently. The software is
intended to automate administrative tasks by placing actionable information and
advice directly into the hands of decision-makers, enabling them to devote more
time to customer-related activities. The applications are intended to enable
customers to improve decision-making at all levels within their organization
through rules-based systems that capture and distribute the skills and
experience of their best managers.
Financial Information
During the three months ended March 31, 2001, Park City Group had total
unaudited proforma combined operating revenues of $1,388,570 and total unaudited
proforma combined losses before income taxes and extraordinary items of $68,153.
During the year ended December 31, 2000, Park City Group had total unaudited
proforma combined operating revenues of $7,325,566 and total unaudited proforma
combined income before income taxes and extraordinary items of $1,102,734. The
unaudited proforma combined financial information is based upon available
information and assumptions that Park City Group management believes are
reasonable.
Park City Group's management does not believe that historical operating
results are necessarily a good indication of future performance. The Company
will file Park City Group's financial statements by amendment no later than
sixty (60) days following the required filing date of this form 8-K.
Factors That May Affect Park City Group's Future Results
Park City Group operates in a highly competitive market that involves a
number of risks, including, but not limited to the following:
Park City Group must hire and retain certain key personnel to sustain its
business.
The success of Park City Group is dependent upon the continuing
availability and involvement of its founder, Randall K. Fields. The loss of Mr.
Fields' services would adversely affect Park City Group's business. Park City
Group currently maintains key man insurance on Mr. Fields' life in the amount of
$10,000,000 but that amount would not be adequate to compensate Park City Group
for the loss of Mr. Fields' services.
Additionally, if Park City Group is unable to hire or retain qualified
personnel, or if newly hired personnel fail to develop the necessary skills or
to reach expected levels of productivity, Park City Group's ability to develop
and market products will be weakened. The success of Park City Group also
depends on the continued contributions of key management, programming, sales and
marketing and professional services personnel.
Park City Group must timely develop new software solutions or enhancements to
its existing products that are acceptable to the market and shipped to customers
in a timely manner or sales may decline.
If Park City Group is unable to develop new software solutions or
enhancements to existing products on a timely and cost-effective basis, or if
new products or enhancements do not achieve market acceptance, sales may
decline. The life cycles of Park City Group products are difficult to predict
because the market for these products is in a constant state of development and
is characterized by rapid technological change and evolving customer needs. The
introduction of products employing new technologies could render Park City
Group's existing products or services obsolete and unmarketable.
Because Park City Group's software employs and encourages changes in the
way businesses manage their operations and communicate, the deployment of Park
City Group's technology requires retailers to adopt a new approach that has yet
to gain widespread acceptance in the retail industry. Companies that have
already invested substantial resources in traditional software may be reluctant
to adopt a new approach that may replace, limit or compete with their existing
systems. In order to obtain market acceptance, Park City Group may need to
expend significant funds on marketing to inform potential customers and the
public of the nature of its products and the perceived benefits of using those
products as effective alternatives to conventional products. There can be no
assurance that Park City Group's products will achieve broad market acceptance.
As is typical in the case of rapidly evolving markets, demand and market
acceptance for Park City Group's products is subject to a high level of
uncertainty.
Park City Group may fail to introduce or deliver new products on a timely
basis, if at all. In the past, Park City Group has experienced delays in the
commencement of commercial shipments of enhancements to its products. If Park
City Group is unable to ship or implement enhancements to its products when
planned, or fails to achieve timely market acceptance of these enhancements,
Park City Group may suffer lost sales and could fail to increase or maintain
revenues. Future operating results of Park City Group will depend on demand for
its products, including new and enhanced releases.
Park City Group's future operating results may be below expectations due to
its revenue recognition policies and its long and variable sales cycle.
Park City Group has developed revenue recognition policies that are in
accordance with generally accepted accounting principles. These policies
recognize revenues in the period earned and when services are actually performed
which does not necessarily coincide with the period in which contracts are
signed or payments received. New contracts may not result in revenues in the
period in which the contract is signed or payment received. Accordingly, Park
City Group may not be able to predict accurately when revenues from these
contracts will be recognized.
The period between initial contact with a prospective customer and sale of
Park City Group products and services varies, but is typically four to seven
months. The licensing of Park City Group products is often an enterprise-wide
decision by customers that involves a significant commitment of resources by
Park City Group and the customer. Prospective customers generally consider a
wide range of issues before committing to purchase Park City Group products,
including product benefits, cost and time of implementation, ability to operate
with existing and future computer systems, ability to accommodate increased
transaction volume and product reliability. As part of the sales process, Park
City Group spends a significant amount of resources informing prospective
customers about the use and benefits of its products, which may not result in a
sale, therefore reducing the profitability of Park City Group. As a result of
this sales cycle, Park City Group revenues are unpredictable and could vary
significantly from period to period causing operating results to also vary
significantly from period to period.
Park City Group's revenues could be adversely impacted if it loses any of
its current customers because it is dependent upon a relatively small number of
customers.
A relatively small number of customers account for a significant portion of
Park City Group's total revenues. The loss or delay of individual orders could
have a significant impact on revenues and operating results. Park City Group
expects that revenues from a limited number of new customers will continue to
account for a large percentage of total revenues in future periods. Park City
Group's ability to attract new customers will depend on a variety of factors,
including the performance, quality, features and price of current and future
products. Park City Group's failure to add new customers that make significant
purchases of its products and services would reduce its future revenues.
To continue to grow licensing revenues in future periods, Park City Group
will need to attract new customers and achieve acceptance of its specialized
software.
Most of the revenues of Park City Group are derived from the license of its
software solutions and related maintenance contracts. Once Park City Group has
recognized revenue from licensing its software to a customer, Park City Group
may not receive recurring licensing revenues from this customer. Although Park
City Group may subsequently receive ongoing upgrade or service and maintenance
revenue from a customer to whom it has licensed products, this upgrade or
service and maintenance revenue is generally substantially less than the revenue
derived from the license. Therefore, in order for Park City Group to grow
licensing revenues in future periods it will need to complete the sale of its
products to new customers with whom Park City Group may not have pre-existing
relationships.
Park City Group's profitability may suffer in the short-term if it converts
offering its ActionManager(TM) products from a licensing basis to an ASP basis,
and in the long-term if the market does not accept ASP.
Park City Group is currently in the process of evaluating the possibility
of offering its ActionManager(TM) products to new customers on an Application
Solution Provider (ASP) basis. This would result in a monthly charge for use of
Park City Group's software products rather than a one-time, up-front license fee
plus an annual maintenance contract. If Park City Group adopts this sales and
marketing approach, and to the extent that customers rapidly adopt that
strategy, it will over the short term reduce revenues and profitability.
However, to the extent that customers accept this sales and marketing approach,
overall revenues and corresponding profit and cash flow should be more
consistent, even in the long term. Conversely, the licensing approach has
created uneven and less predictable revenues. The ASP sales and marketing
approach should improve Park City Group's ability to predict revenues, net
income and related cash flow and manage costs and overall business activities in
a more consistent and manageable approach. However, there is no assurance that
such an approach will be accepted by potential ActionManager(TM) customers or
that the ultimate result of marketing these products in this manner will
accomplish the desired results.
The current market for ASP type deployments of software products has slowed
industry wide in growth as companies are reevaluating their trust in having
sensitive information housed in the hands of a service provider. Should this
trend continue, there would be an impact on the deployment of the Fresh Market
Manager software applications and Park City Group's plans to implement the ASP
sales and marketing approach with the ActionManager(TM) products. The
alternative of licensing the various software applications has a much higher up
front licensing costs and would therefore require more justification by the
prospective customer. This type of justification and the related evaluation
would impact the speed at which prospective customers will be willing to commit
to licensing software and may have an impact on Park City Group's revenue.
A significant shift between Park City Group's service and maintenance
revenue and software license revenues could adversely affect gross margins.
A significant shift in Park City Group's revenue mix away from license
revenues to service and maintenance revenues would adversely affect gross
profit. Revenues derived from services and maintenance provided by Park City
Group has substantially lower gross profit than revenues derived from licensing
its software products. The revenue attributable to services and maintenance as a
percentage of overall revenues is subject to significant variation based on the
structure and pricing of future arrangements Park City Group enters into with
customers. An increase in the percentage of Park City Group's total revenues
generated by services and maintenance with a corresponding decrease in license
revenues could adversely affect overall gross profits.
If Park City Group acquires new companies, products or technologies, or
does not effectively manage growth, its present operations may be disrupted.
Park City Group intends to make investments in or acquire complementary
companies, products and technologies. Park City Group's management has limited
organizational experience in acquiring and integrating businesses and will need
to develop the relevant skills if Park City Group is to be successful in
realizing the benefits of future transactions. Assimilating the operations of
any company that Park City Group acquires may be difficult and time consuming.
In addition, Park City Group may be unsuccessful in retaining the key personnel
of any acquired company. Assimilating the employees of an acquired company could
prove to be difficult and time consuming due to conflicting corporate cultures
and geographically dispersed offices. Moreover, Park City Group does not know
and cannot currently predict the accounting treatment of any future acquisition,
in part because Park City Group cannot be certain what accounting regulations,
conventions or interpretations may prevail in the future. If Park City Group
acquires complementary technologies or products, Park City Group could
experience difficulties assimilating these technologies or products into its
operations. These difficulties could disrupt Park City Group's ongoing business,
distract its management and employees and increase expenses. Furthermore, Park
City Group may have to incur debt or issue equity securities to pay for any
future acquisitions.
To manage the expected growth of operations and personnel, Park City Group
will be required to establish a flexible business infrastructure, including
in-house systems for processing transactions; continually implement new and
improved transaction-processing, operational and financial systems, procedures
and controls; and expand, train and manage Park City Group's employee base. Park
City Group will also be required to expand its finance, administrative and
operations staff. Further, Park City Group's management team will be required to
maintain and expand relationships with various third parties necessary to its
business, particularly with respect to proposed advertising and marketing
activities. There can be no assurance that current and planned personnel,
systems, procedures and controls will be adequate to support future operations
or that Park City Group's management team will be able to hire, train, retain,
motivate and manage required personnel or that the management team will be able
to successfully identify, manage and exploit existing and potential market
opportunities. If Park City Group is unable to manage growth effectively, its
business, prospects, financial condition and results of operations will be
harmed.
Park City Group may discover software errors in its products that may
result in a loss of revenues or injury to its reputation.
Errors may be found from time to time in Park City Group's existing, new or
enhanced products after commencement of commercial shipments, resulting in loss
of revenues or injury to its reputation. In the past, Park City Group has
discovered software errors in its products and, as a result, has experienced
delays in the shipment of products. Errors in Park City Group products may be
caused by defects in third-party software incorporated into Park City Group
products. If so, Park City Group may not be able to fix these defects without
the cooperation of these software providers. Since these defects may not be as
significant to the software provider as they are to Park City Group, Park City
Group may not receive the rapid cooperation that may be required. Park City
Group may not have the contractual right to access the source code of
third-party software and, even if Park City Group does have access to the source
code, Park City Group may not be able to fix the defect. Since Park City Group
customers use its products for critical business applications, any errors,
defects or other performance problems could result in damage to the customers'
business. These customers could seek significant compensation from Park City
Group for their losses. Even if unsuccessful, a product liability claim brought
against Park City Group would likely be time consuming and costly.
Park City Group may experience online security breaches of customer data
that may result in a loss of revenue or injury to its reputation.
A significant barrier to online communications is the need for the secure
transmission of confidential information over public networks. There can be no
assurance that advances in computer capabilities, new discoveries in the field
of cryptography, or other events or developments will not result in a compromise
or breach of the algorithms used by Park City Group to protect customer
transaction data. If any such compromise of security were to occur, it could
have a material adverse effect on the reputation, business, prospects, financial
condition and results of operations of Park City Group. Park City Group may be
required to expend significant capital and other resources to protect against
such security breaches or to alleviate problems caused by such breaches. To the
extent that the activities of Park City Group involve the storage and
transmission of proprietary information, security breaches could damage Park
City Group's reputation and expose it to a risk of loss or litigation and
possible liability. There can be no assurance that Park City Group's security
measures will prevent security breaches or that failure to prevent such security
breaches will not have a material adverse effect on Park City Group's business,
prospects, financial condition and results of operations.
Park City Group's potential inability to increase its direct sales force
could prevent anticipated growth in future sales of products.
Park City Group's future growth depends upon the ability of its direct
sales force to develop customer relationships and increase sales. Park City's
ability to increase sales will depend on its ability to recruit, train and
retain quality sales people who are able to target customers' senior management,
and who can productively generate and service large accounts.
There is a shortage of the sales personnel Park City Group needs and
competition for qualified personnel is intense. In addition, it will take time
for new sales personnel to achieve full productivity. If Park City Group is
unable to hire or retain qualified sales personnel, or if newly hired sales
personnel fail to develop the necessary skills or to reach productivity when
anticipated, Park City Group may not be able to increase the sales of its
products.
Park City Group's failure to expand into international markets could slow
expected revenue growth.
To date, Park City Group has generated limited revenues from sales outside
the United States. If Park City Group fails to maintain or increase sales of its
products in international markets, Park City Group could experience slower
revenue growth, and business could be harmed. Park City Group anticipates that
it will devote significant resources and management attention to expanding
international opportunities. Expanding internationally subjects Park City Group
to a number of risks, including:
o Greater difficulty in staffing and managing foreign operations;
o Changes in a specific country's or region's political or economic
conditions;
o Expenses associated with localizing Park City Group products;
o Differing intellectual property rights;
o Protectionistic laws and business practices that favor local
competitors;
o Longer sales cycles and collection periods or seasonal reductions in
business activity;
o Multiple, conflicting and changing laws and government regulations;
and
o Foreign currency restrictions and exchange rate fluctuations.
Park City Group incorporates many third party software providers' licensed
technologies into its products, the loss of which could prevent sales of Park
City Group's products or increase its costs due to more costly substitute
products.
Park City Group licenses technologies from third party software providers
that are incorporated into its products. Park City Group anticipates that it
will continue to license technologies from third parties in the future. The loss
of these technologies or other third-party technologies could prevent sales of
Park City Group products and increase its costs until substitute technologies,
if available, are developed or identified, licensed and successfully integrated
into Park City Group products. Even if substitute technologies are available,
there can be no guarantee that Park City Group will be able to license these
technologies on commercially reasonable terms, if at all.
Park City Group must continue to serve customers with a wide variety of
hardware, software applications, or computer systems or revenues may suffer.
Park City Group currently serves a customer base that uses a wide variety
of constantly changing hardware, software applications and operating systems.
Park City Group products will only gain broad market acceptance if it can
continue to support a wide variety of retailers' technology platforms. If Park
City Group products are unable to support a variety of these platforms, revenues
would be harmed.
The software products of Park City Group have been developed to work with
most computer operating systems. In addition, Park City Group's various software
products interface with many of the most common database and other business
applications software. As changes are made to these other software applications,
Park City Group may be required to make changes to its software products that
could require significant additional cost.
An inability to handle large numbers of transactions could damage Park City
Group's reputation and impair sales of its products.
The products of Park City Group must be able to accommodate a large number
of transactions, customers and product offerings. Large-scale usage presents
significant technical challenges that are difficult or impossible to predict. To
date, Park City Group products have been deployed by a limited number of
customers and, therefore, there is no assurance that the Park City Group
products will be able to meet customer demands for large-scale usage. If
customers experience difficulty with Park City Group products during periods of
high traffic or usage, it could damage Park City Group's reputation and reduce
revenues. In addition, the number of transactions that Park City Group software
platforms can handle is generally dependent on the level of investment a
customer makes in computer equipment. If Park City Group customers fail to
adequately budget for the costs of scaling their operations as the number of
transactions they process grows, they may resist the further investment required
for Park City Group's software platform to operate effectively. In such event,
Park City Group's reputation could be harmed and customers may seek to implement
alternative solutions that may be offered by competitors.
Revenues may be adversely affected if Park City Group is unable to deal
effectively with market competition.
There are limited barriers to develop products and enter markets in which
Park City Group is involved so it is likely that the number of competitors will
increase. Park City Group believes that the principal competitive factors in its
market are brand recognition, content quality, ease of navigation, personalized
services, convenience, price, accessibility, customer service, reliability and
speed of fulfillment. Some of Park City Group's potential competitors have
longer operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than Park City
Group. Increased competition may result in reduced operating margins, loss of
market share and a diminished brand acceptance. There can be no assurance that
Park City Group will be able to compete successfully against future competitors,
and competitive pressures faced by it may have a material adverse effect on its
business, prospects, financial condition and results of operations. Park City
Group may experience increased competitive pressures due to new technologies and
the expansion of existing technologies.
Park City Group's development, protection and defense of third party
infringement claims related to intellectual property could be costly.
The success of Park City Group depends on its ability to develop and
protect existing and new proprietary technology and intellectual property
rights. Park City Group seeks to protect its software, documentation and other
written materials primarily through a combination of trade secret, trademark and
copyright laws, confidentiality procedures and contractual provisions. While
Park City Group attempts to safeguard and maintain its proprietary rights, it
does not know whether it has been or will be completely successful in doing so.
Further, Park City Group's competitors may independently develop or patent
technologies that are substantially equivalent or superior to Park City Group's.
Despite Park City Group's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of its products or obtain and
use information that Park City Group regards as proprietary. To license certain
of its products, Park City Group may rely in part on "shrink wrap" or "point and
click" licenses that are not signed by the end-user and, therefore, may be
unenforceable under the laws of certain jurisdictions. Policing unauthorized use
of its products is difficult. While Park City Group is unable to determine the
extent to which piracy of its software exists, software piracy can be expected
to be a persistent problem, particularly in foreign countries where the laws may
not protect proprietary rights as fully as in the United States. Park City Group
can offer no assurance that its means of protecting its proprietary rights will
be adequate or that its competitors will not reverse engineer or independently
develop similar technology.
There has been a substantial amount of litigation in the software industry
regarding intellectual property rights. It is possible that in the future, third
parties may claim that Park City Group or its current or potential future
products infringe upon their intellectual property rights. Park City Group
expects that software product developers and providers of electronic commerce
solutions will increasingly be subject to infringement claims as the number of
products and competitors in its industry segment grows and the functionality of
products in different industry segments overlaps. Any claims, with or without
merit, could be time-consuming, result in costly litigation, cause product
shipment delays or require Park City Group to enter into royalty or licensing
agreements. Royalty or licensing agreements, if required, may not be available
on terms acceptable to Park City Group or at all, which could seriously harm its
business.
ITEM 5. OTHER EVENTS
In conjunction with the closing of the Reorganization Agreement, all
Company executive officers and directors, except Edward Dmytryk, resigned from
the Company effective immediately upon the closing. Prior to the closing, the
Company directors appointed Randall K. Fields to serve as a director of the
Company together with continuing director Edward Dmytryk. Mr. Fields is the
founder of Park City Group and has been its Chairman of the Board, President and
Chief Executive Officer from the inception of Park City Group in 1990. He was a
co-founder of Mrs. Fields Inc. in 1977 and was its Chairman until February 1992.
The resigning directors may be replaced by designees of Randall K. Fields.
Additionally, the new Company board of directors has replaced all of the
resigning Company officers. The new board of directors has appointed Randall K.
Fields as the Company's President and Chief Executive Officer and Narayan
Krishnan as the Company's Secretary. Mr. Krishnan is Park City Group's Chief
Financial Officer. He has approximately seven years of experience in corporate
finance. Randall K. Fields has an employment agreement with Park City Group.
On June 20, 2001, the Company filed with the Secretary of State of the
State of Delaware, a Certificate of Amendment of Certificate of Incorporation
changing its name from AmeriNet Group.com, Inc. to Fields Technologies, Inc. The
Company stockholders approved a name change on December 21, 2000.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The above discussion in Items 1, 2 and 5 contains forward-looking
statements that involve risks and uncertainties. Words such as "may,"
"estimates," "expects," "anticipates," "plans," "believes," "projects," and
similar expressions identify forward-looking statements. These risks and
uncertainties include, but are not limited to, the described factors that may
affect Park City Group's future results, the dilutive effect to current Company
stockholders due to the issuance of an unknown number of additional shares of
Company common stock, the outcome of the replacement of resigning directors, the
challenges presented by integrating Park City Group into the Company and the
accuracy of the assumptions and adjustments in the proforma combined financial
information included in this report. Forwarding-looking statements express
expectations of future events. All forward-looking statements are inherently
uncertain as they are based on various expectations and assumptions concerning
future events and they are subject to numerous known and unknown risks and
uncertainties which could cause actual events or results to differ materially
from those projected. Past performance is not indicative of future performance.
Due to these inherent uncertainties, investors or potential investors in the
Company's securities are urged not to place undue reliance on forward-looking
statements or on the financial statements or proforma financial statements to be
included herein. In addition, the Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of anticipated or unanticipated events or changes to projections over time.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired - will be filed by amendment
no later than sixty (60) days after the date this filing is required.
(b) Pro Forma Financial Information - will be filed by amendment no later
than sixty (60) days after the date this filing is required.
(c) Exhibits
Exhibit Number Description
2.1 Reorganization Agreement dated May 31, 2001
between AmeriNet Group.com, Inc., Randall K.
Fields and Riverview Financial Corp.
2.2 First Amendment to Reorganization Agreement dated
June 11, 2001 between AmeriNet Group.com, Inc.,
Randall K. Fields and Riverview Financial Corp.
2.3 Second Amendment to Reorganization Agreement
dated June 13, 2001 between AmeriNet Group.com
Inc., Randall K. Fields and Riverview Financial
Corp.
2.4 Accession Agreement dated June 5, 2001 by
Lee Bowman
2.5 Accession Agreement dated June 8,2001 by William
R. Jones and Lois H. Jones
2.6 Accession Agreement dated J une 5, 2001 by
Anthony M. Frank
2.7 Accession Agreement dated June 7, 2001 by Paul
Quinn
2.8 Accession Agreement dated June 7, 2001 by Larry
C. Holman
2.9 Share Exchange Agreement dated June 11, 2001
between AmeriNet Group.com, Inc. and Riverview
Financial Corp.
2.10 Indemnification Agreement dated June 8, 2001
between Carrington Capital Corporation and
AmeriNet Group.com, Inc.
3.1 Certificate of Amendment of Certificate
of Incorporation of AmeriNet Group.com, Inc.
filed June 20, 2001
3.2 Certificate of Amendment of Certificate of
Incorporation of AmeriNet Group.com, Inc. filed
June 7, 2001
99.1 Superseder and Termination Agreement between
AmeriNet Group.com, Inc. and The Yankee Companies,
Inc. dated May 23, 2001
99.2 Employment Agreement between Park City Group,
Inc. and Randall K. Fields dated effective
January 1, 2001
99.3 Agreement Michael Umile and Bruce Gleason
dated April 15, 2001
99.4 Superseder Agreement between AmeriNet Group.com,Inc.
and Bolena Trading Corp.,S.A. dated May 24, 2001
99.5 Information Services Agreement between Coast to
Coast Realty Group, Inc. and AmeriNet Group.com
Inc. dated March 6, 2001
99.6 Agreement between AmeriNet Group.com, Inc. and The
Yankees Companies, Inc. dated March 19, 2001
9.7 Agreement between AmeriNet Group.com, Inc., PriMed
Technologies, Inc., the Yankees Companies, Inc.,
Park City Group, Inc. and Liberty Transfer Company
dated May 30, 2001.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIELDS TECHNOLOGIES, INC.
Date: June 28, 2001, By: /s/ Randall K. Fields
Randall K. Fields
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
2.1 Reorganization Agreement dated May 31, 2001
between AmeriNet Group.com, Inc., Randall K.
Fields and Riverview Financial Corp.
2.2 First Amendment to Reorganization Agreement dated
June 11, 2001 between AmeriNet Group.com, Inc.,
Randall K. Fields and Riverview Financial Corp.
2.3 Second Amendment to Reorganization Agreement
dated June 13, 2001 between AmeriNet Group.com
Inc., Randall K. Fields and Riverview Financial
Corp.
2.4 Accession Agreement dated June 5, 2001 by
Lee Bowman
2.5 Accession Agreement dated June 8,2001 by William
R. Jones and Lois H. Jones
2.6 Accession Agreement dated J une 5, 2001 by
Anthony M. Frank
2.7 Accession Agreement dated June 7, 2001 by Paul
Quinn
2.8 Accession Agreement dated June 7, 2001 by Larry
C. Holman
2.9 Share Exchange Agreement dated June 11, 2001
between AmeriNet Group.com, Inc. and Riverview
Financial Corp.
2.10 Indemnification Agreement dated June 8, 2001
between Carrington Capital Corporation and
AmeriNet Group.com, Inc.
3.1 Certificate of Amendment of Certificate
of Incorporation of AmeriNet Group.com, Inc.
filed June 20, 2001
3.2 Certificate of Amendment of Certificate of
Incorporation of AmeriNet Group.com, Inc. filed
June 7, 2001
99.1 Superseder and Termination Agreement between
AmeriNet Group.com, Inc. and The Yankee Companies,
Inc. dated May 23, 2001
99.2 Employment Agreement between Park City Group,
Inc. and Randall K. Fields dated effective
January 1, 2001
99.3 Agreement Michael Umile and Bruce Gleason
dated April 15, 2001
99.4 Superseder Agreement between AmeriNet Group.com,Inc.
and Bolena Trading Corp.,S.A. dated May 24, 2001
99.5 Information Services Agreement between Coast to
Coast Realty Group, Inc. and AmeriNet Group.com
Inc. dated March 6, 2001
99.6 Agreement between AmeriNet Group.com, Inc. and The
Yankees Companies, Inc. dated March 19, 2001
99.7 Agreement between AmeriNet Group.com, Inc., PriMed
Technologies, Inc., the Yankees Companies, Inc.,
Park City Group, Inc. and Liberty Transfer Company
dated May 30, 2001