UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 27, 2001
FIELDS TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-03718 11-2050317
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(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
333 Main Street, Park City, Utah 84060
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (435) 649-2221
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Former Name: AmeriNet Group.com, Inc.
Former Address: 1941 Southeast 51st Terrace, Ocala, Florida 34471
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes In Control Of Registrant
Not Applicable.
Item 2. Acquisition Or Disposition Of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
As a result of our recent reverse acquisition of Park City Group, Inc., our
wholly owned subsidiary, we have had two separate auditors. We have changed our
certified public accountants in order to have one certified public accountant
that is located in close proximity to our corporate and operational offices in
Park City, Utah.
On July 27, 2001, we dismissed Daszkal Bolton Manela Devlin & Co, our auditor
when we were known as AmeriNetGroup.com, Inc. (AmeriNet). Daszkal Bolton Manela
Devlin & Co's Independent Audit Report for AmeriNet's financial statements for
the fiscal year ended June 30, 2000 (prior to AmeriNet's acquisition of Park
City Group, Inc.) states that: (a) AmeriNet's financial statements (for the
fiscal year ended June 30, 2000) have been prepared assuming that they will
continue as a going concern; (b) AmeriNet experienced a loss from operations in
fiscal year 2000 and negative cash flows from operations for the year ended
June 30, 2000; and (c) these matters [as reflected in (a) and (b) above] raise
substantial doubt about AmeriNet's ability to continue as a going concern. In
correspondence dated October 24, 2000, Daszkal Bolton Manela Devlin and Co.
advised AmeriNet that internal controls necessary to develop reliable financial
statements did not exist. In connection with AmeriNet's audit for the fiscal
year ended June 30, 2000 and in the interim period from July 1, 2000 through
July 27, 2001, we had no disagreements with Daszkal Bolton Manela Devlin & Co.
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. We requested that Daszkal Bolton
Manela Devlin & Co furnish us with a letter addressed to the Securities and
Exchange Commission state whether or not they agree with these statements;
Daszkal Bolton Manela Devlin & Co. complied with our request and their letter
dated August 1, 2001 is attached as exhibit 16.1to this Form 8-K.
On July 27, 2001, we dismissed Sorensen Vance & Company, P.C., which had
previously served as the certified public accountants for Park City Group, Inc.
The report of Sorenson Vance & Company, P.C. on the financial statements of Park
City Group, Inc. for the fiscal year ended December 31, 2000, contained no
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. In connection with our audit
for the fiscal year ended December 31, 2000 and in the interim period from
January 1, 2001 through July 27, 2001, we had no disagreements with Sorenson
Vance & Company, P.C., on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
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We requested that Sorenson Vance & Company, P.C. furnish us with a letter
addressed to the Securities and Exchange Commission stating whether or not
Sorenson Vance & Company, P.C. agrees with these statements; Sorenson Vance &
Company, P.C. complied with our request and their letter dated July 31, 2001 is
attached as exhibit 16.2 to this Form 8-K.
On July 27, 2001, we engaged Tanner + Co as our new certified public
accountants.
During the fiscal year ended June 30, 2000, and in the interim period from
July 1, 2000 through July 27, 2001, we did not consult with Tanner + Co
regarding the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on our financial statements.
Our management and Board of Directors approved: (a) our dismissal of Daszkal
Bolton Manela Devlin & Co. as our certified public accountant; (b) our dismissal
of Sorenson Vance & Company, P.C., as the certified public accountant for Park
City Group Inc.; and (c) our engagement of Tanner + Co on July 28,2001 as our
certified public account and the certified public accountant for Park City
Group, Inc. Item 5. Other Events and Regulation FD Disclosure. Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Not Applicable.
Exhibits.
Exhibit 16. 1 Letter of Daszkal Bolton Manela Devlin & Co
Exhibit 16.2 Letter of Sorenson Vance & Co P.C.
Item 8. Change In Fiscal Year.
On July 27, 2001, our Board of Directors unanimously voted to change the
year-end of our wholly owned subsidiary, Park City Group, Inc. from December 31
to June 30. In connection therewith, our Form 10-K for our fiscal year end of
June 30 will reflect the change of year-end of Park City Group, Inc. We will
file our 10-K on or before September 28, 2001.
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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: August 1, 2001 By: /s/ Randall K. Fields
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Randall K. Fields - President and Chief
Executive Officer
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