United States Securities and Exchange Commission
Washington D.C.
Amendment to Form 10-KSB/A
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as Amended
For the fiscal year ended December 31, 1998
Commission File Number O-3718
AmeriNet Group.com, Inc.
Name of Small Business Registrant in its charter)
Delaware
State or other jurisdiction of incorporation or organization)
11-2050317
(I.R.S. Employer Identification Number)
902 Clint Moore Road, Suite 136; Boca Raton, Florida, 33487
(Address of principal executive offices including zip code)
(561) 998-3435
(Registrant's telephone number)
Securities registered under Section 12(b) of the Act: None
Title of each class: None
Name of each exchange on which registered: None
[Securities registered under Section 12(g) of the Act: Common Stock
(Title of Class)]
Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during
the past twelve months (or for such shorter period that the Registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days: Yes [x] No[_]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB: [ ]
State Registrant's revenues for its most recent fiscal year: $162,395. As a
material subsequent event the Registrant has divested itself of the revenue
producing assets. See Item 1, Business, pages 4-5 of this 10-KSB and also
footnote 9 of the financials.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days: $ 325,671, based on the average bid and asked price of $0.375
as of April 30, 1999, there being 868,457 shares of common stock held by persons
other than officers, directors or control persons of the Registrant on such
date.
State the number of shares outstanding of each of the Registrant's classes
of equity, as of the latest practicable date: 5,991,148 shares of common stock,
as of April 30, 1999.
1
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TABLE OF CONTENTS
Only the following items are amended by this report:
Item Page
Number Number Item Caption
Item 7. 3 Financial Statements
Item 13(a) 17 Exhibits
17 Signatures
This document incorporates into a single document the requirements of the
Securities and Exchange Commission for the Annual Report to Stockholders and the
Form 10-KSB.
This document amends the financial statements prevoiusly filed with the
Commission on form 10-KSB for the years ended December 31, 1997 and 1998, and
June 30, 1999, except as amended hereby or in other subsequent filings with the
Commission, to the best of management's knowledge such reports remain accurate,
as of their respective dates.
FORWARD LOOKING STATEMENTS
This Annual Report and Form 10-KSB contains certain "forward-looking
statements" relating to the Registrant which represent the Registrant's current
expectations or beliefs, including, but not limited to, statements concerning
the Registrant's operations, performance, financial condition and growth. For
this purpose, any statements contained in this Annual Report and Form 10-KSB
that are not statements of historical fact are forward-looking statements.
Without limiting the generality of the foregoing, words such as "may", "will",
"expect", "believe", "anticipate", "intend", "could", "estimate", or "continue",
or the negative or other variation thereof or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, such as credit losses,
dependence on management and key personnel and variability of quarterly results,
ability of the Registrant to continue its growth strategy and competition,
certain of which are beyond the Registrant's control. Should one or more of
these risks or uncertainties materialize or should the underlying assumptions
prove incorrect, actual outcomes and results could differ materially from those
indicated in the forward looking statements.
2
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ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
(a) Index to financial statements and financial statement schedules.
The auditor's report and audited balance sheet of the Registrant for its
years ended December 31, 1998, and 1997 and related statements of
operations, stockholder's equity, cash flows and notes to financial statements
for such years follow in sequentially numbered pages numbered 4 through 15. The
page numbers for the financial statement categories are as follows:
4 Report of Independent Accountants - December 31, 1998
5 Balance Sheet - December 31, 1998 and 1997;
6 Statements of Operations- December 31, 1998 and 1997;
7 Statements of Shareholders' Equity (Deficit)- December 31, 1998 and
1997;
8 Statement of Cash Flows - December 31, 1998 and 1997; and
9-15 Notes to Financial Statements - December 31, 1998 and 1997.
(b) Financial Statements follow.
(c) Selected Financial Data
The statement of operations data for the year ended December 31, 1998 and
1997, and the balance sheet data as of December 31, 1998 and 1997, follow in
sequentially numbered page 16.
(b) Financial Statements
3
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BOWMAN& BOWMAN, P.A.
Certified Public Accountants
1705 Colonial Blvd., Suite D-l
Fort Myers, Florida 33907
(941) 939-2301
(941) 939-1297 (Fax)
To the Board of Directors
Equity Growth Systems, inc.
(A Development Stage Company)
3821-B Tamiami Trail, Suite 201
Port Charlotte, Florida 33952
We have audited the accompanying balance sheet of Equity Growth Systems, inc. (A
Development Stage Company) as of December 31, 1998, and the related statements
of operations, stockholders' equity, and cash flows for the year ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Equity Growth Systems, inc. (A
Development Stage Company) as of December 31, 1998, and the results of its
operations and its cash flows for the year ended December 31, 1998 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has suffered recurring losses from operations
and has a net working capital deficiency that together raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 8. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Bowman & Bowman /s/
Bowman & Bowman, P.A.
Ft. Myers, Florida
April 23, 1999, except Note 2 and Note 5B(b) as to which the date is
November 10,1999.
4
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EQUITY GROWTH SYSTEMS, inc.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 1998
1998
A S S E T S
CURRENT ASSETS
Cash and cash equivalents $ 13,182
TOTAL CURRENT ASSETS 13,182
OTHER ASSETS
TOTAL ASSETS $ 13,182
================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and other current
liabilities $ 151,661
TOTAL CURRENT LIABILITIES 151,661
---------------
LONG-TERM LIABILITIES
TOTAL LIABILITIES $ 151,661
SHAREHOLDERS' EQUITY (Note 5)
Preferred stock-no par value authorized
5,000,000 shares; zero issued and
outstanding -0-
Common stock - $.01 par value authorized
20,000,000 shares; issued and
outstanding - 5,991,148 shares 59,911
Capital in excess of par value 2,930,395
Accumulated deficit prior to December
31, 1998 (3,128,785)
Accumulated deficit from inception of
development stage on December 31, 1998 -0-
TOTAL SHAREHOLDERS' EQUITY (138,479)
TOTAL LIABILITIES & SHAREHOLDERS'EQUITY $ 13,182
The accompanying notes are an integral part of these financial statements
5
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EQUITY GROWTH SYSTEMS, inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997
Income from Operations $ -0- $ -0-
Provisions for Income Taxes
(Note 4) -0- -0-
Loss from Discontinued Operations
(Note 9) (562,415) (74,043)
-------------- --------------
Net Loss $ (562,415) $ (74,043)
============== ==============
Basic Loss per Share $ (0) $ (0)
============== ==============
Weighted Average of
Shares Outstanding $ 4,174,778 $ 3,807,814
=============== ==============
Fully Diluted Loss per Share $ (0) $ (0)
=============== ==============
Fully Diluted Average
Shares Outstanding $ 4,222,191 $ 3,807,814
=============== ===============
The accompanying notes are an integral part of these financial statements
6
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EQUITY GROWTH SYSTEMS, inc.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<S> <C> <C> <C> <C>
Capital in
No. of Common Excess of Accumulated
Shares Stock Par Value Deficit
Balances
December 31, 1996 3,771,148 $37,711 $2,892,195 $(2,492,327)
Common Stock Issued (Services)
at $0.01 per share 55,000 550 550 -0-
Net (loss) for the
year ended December
31, 1997 -0- -0- -0- (74,043)
----------- ----------- ---------- -------------
Balances
December 31, 1997 3,826,148 38,261 2,892,745 (2,566,370)
Common Stock Issued (Services)
at $0.02 per share 415,000 4,150 4,150 -0-
Common Stock Issued (Cash)
at $0.02 per share 1,750,000 17,500 17,500 -0-
Stock options outstanding -0- -0- 16,000 -0-
Net (loss) for the
year ended December
31, 1998 -0- -0- -0- (562,415)
------------ ------------ ------------ ------------
Balances
December 31, 1998 5,991,148 $ 59,911 $2,930,395 $(3,128,785)
</TABLE>
The accompanying notes are an integral part of these financial statements
7
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EQUITY GROWTH SYSTEMS, inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997
Cash Flows From Operating Activities
Net Loss $ (582,415) $ (74,043)
Adjustments to Reconcile Net (Loss)
to Net Cash Used by Operating Activities
Loss on non-collectible financial instruments 144,440
Stock options granted to consultant 16,000
Common stock issued for services 8,300 1,100
Changes in operating assets and Liabilities
Decrease (Increase) in other receivables 98,590 (98,580)
Increase (Decrease) in accounts
payable and current liabilities 146,651 (7,990)
Increase (Decrease) in cash overdrafts (4) 4
------------ --------------
Net Cash Used by Operating Activities (292,878) (35,069)
Cash Flows From Financial Activities
Common stock issued for cash 35,000 -0-
Decrease (Increase) in mortgage
and notes receivable 1,570,888 339,544
Increase (Decrease) in mortgage
and notes payable (1,299,828) (305,437)
------------ --------------
Net Cash Provided by Financial Activities 306,060 34,107
------------ --------------
Net Increase (Decrease) in Cash 13,182 ( 962)
Cash-Beginning of Year -0- 962
Cash-End of Year $ 13,182 $ -0-
============= ==============
Supplemental Cash Flows Information
Cash paid for interest $ 127,257 $ 99,602
The accompanying notes are an integral part of these financial statements
8
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EQUITY GROWTH SYSTEMS, inc
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Organization
The Company (formerly known as InfoTech, Inc.) was organized under the laws
of the State of Delaware on December 8, 1964. The principal business of the
Company is specializing in structuring and marketing mortgaged backed securities
as well as the acquisition of select commercial real estate for its own account.
Effective December 31, 1998 the company discontinued the mortgage business and
was reclassified as a development stage company.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks, and any
highly liquid investments with a maturity of three months or less at the time of
purchase. The Company maintains cash and cash equivalent balances at a financial
institution which is insured by the Federal Deposit Insurance Corporation up to
$100,000. At December 31, 1998, there is no concentration of credit risk from
uninsured bank balances.
Fixed Assets
The fixed assets are depreciated over their estimated allowable useful
lives, primarily over five to seven years. Expenditures for major renewals and
betterments that extend the useful lives of fixed assets are capitalized.
Expenditures for maintenance and repairs are charged to expenses as incurred.
Income Taxes
In February 1992, the Financial Accounting Standards Board issued a
Statement on Financial Accounting Standards 109 of "Accounting for Income
Taxes". Under Statement 109, deferred tax assets and liabilities are recognized
for the estimated future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective bases.
9
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EQUITY GROWTH SYSTEMS, inc
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Deferred tax assets and liabilities are measured using enacted tax rates in
effect for the year in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. The Company has net operation loss carryovers of
in excess of $2,900,000 which expire by the year 2013.
Basic Loss Per Shares
Primary basic loss per common share is computed by dividing the net loss by
the weighted average number of shares of common stock outstanding during the
year.
Fully Diluted Loss Per Shares
Fully diluted loss per common share is computed by dividing the net loss by
the weighted average number of shares of common stock outstanding plus the
shares that would be outstanding if all stock options were exercised.
NOTE 2 SETTLEMENT WITH CREDITORS - SUBSEQUENT EVENT
On November 28, 1998, the Company offered 150,000 shares of its common
stock in consideration for the cancellation of $150,000 of legal and advisory
services currently shown as a liability on the Company's books. This offer was
accepted in February of 1999.
NOTE 3 CONSULTING AGREEMENTS
In 1997, a consulting agreement with Warren A. McFadden was terminated and
the 110,000 shares of common stock he received, which were subsequently acquired
by Diversified Consulting (Diversified), were used by Diversified as
consideration to cancel a $30,000 promissory note liability owed to the Company.
In 1998 a consulting agreement with Yankee Companies, Inc., (Yankee) a
Florida corporation was executed to develop investment banking relationships,
develop access to debt and equity capital markets and to develop growth through
acquisition of complementary business operations. In consideration for Yankee's
assistance, Yankee is to receive options for common stock equal to 10% of the
outstanding shares of the Company (see Note 5B[b]).
10
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EQUITY GROWTH SYSTEMS, inc
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 4 INCOME TAXES
As discussed in Note 1, the Company has applied the provisions of Financial
Accounting Standards Statement 109.
The significant components of deferred income tax expense benefit for the
year ended December 31, 1998 arising from net operating losses as follows:
1998
Deferred tax benefit $ 188,920
Valuation allowance (188,920)
$ -
=========
The Company has operating loss carryforwards in excess of $2,000,000. There
is no reasonable expectation that any tax benefits can be utilized in the
future.
NOTE 5 STOCKHOLDERS' EQUITY
A. During the year ended December 31, 1998 the Company issued its common
stock for cash and in exchange for services as follows:
(a) On March 26th 290,000 shares of common stock were issued at $ .02 per
share for services.
(b) On September 9th 50,000 shares of common stock were issued at $ .02
per share for services.
(c) On December 9th 75,000 shares of common stock were issued at $ .02 per
share for services and 1,750,000 shares were issued at $ .02 per share
for cash.
B. During the year the Company also issued stock options as follows:
(a) The President of the company was granted an option for 200,000 shares.
The options are exercisable at $.02 per share and accordingly no
compensation expense has been recorded or will be incurred with the
issuance.
(b) In September 1998, the Company entered into a consulting arrangement
for services relating to reorganization, mergers, acquisitions and
other strategic corporate development which was formalized in a
written agreement dated November 25, 1998. As compensation the
consultant was granted an option to purchase up to 10% of the
outstanding and reserved common stock for a maximum of $60,000.
The option term commenced on the 60th day after the execution of the
agreement and will terminate at the close of business on the 45th
business day after the shares of common stock into which they can be
exercised are registered for sale to the public under applicable
federal and state securities laws. The agreement also allows the
options to be exercised at a 50% discount if exercised prior to such
registration.
11
<PAGE>
If the option had been exercised on December 31, 1998, the Company
would have issued approximately 586,615 shares under this agreement
for $60,000, approximately $0.10 per share. Assuming that the
Company's authorized capitalization remain 20,000,000 shares of common
stock, the maximum number of shares issuable under the terms of this
agreement would be 2,000,000 shares for $60,000 or $0.03 per share.
Compensation expense for the stock option plan been determined based
on the fair value of the options at the grant date consistent with the
methodology prescribed under Statement of Financial Standards No. 123,
"Accounting for Stock Based Compensation," in the amount of $16,000.
The fair value of each option is estimated on the date of grant using
the fair market option pricing model with the assumption:
Risk-free interest rate 5.5 %
Expected life (years) 2
Expected volatility 2,665
Expected dividends -0-
A summary of option transactions during the years ended December 31,
1998 is shown below:
Number Weighted-Average
of Shares Exercise Price
Outstanding at December 31, 1997 0 $ 0
Granted 786,615 0.11
Exercised 0 0
Forfeited 0 0
Outstanding at December 31, 1998 786,615
Exercisable at December 31, 1998 786,615
Available for issuance at December
31, 1998 14,008,852
12
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EQUITY GROWTH SYSTEMS, inc
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 6 LEGAL MATTERS
The Company is currently not a party to any legal proceedings. Although the
Company is not a party to the following proceedings directly, they involve real
estate located in Kansas and Tennessee in which the Company had an interest.
A. On October 20, 1997, the various parties to a wrap around mortgage
transaction with the Company and the current tenant agreed to settle, but
certain parties reserved claims against each other. The settlement calls
for a payment from the current tenant of $150,000 in exchange for the
transfer of a clear and free title of the underlying real estate. The
mortgage holder Fleet National Bank received $52,000 and the balance to be
held in escrow between the other parties. The Company holds the position
that the ultimate disbursement of the substantial portion of these escrowed
funds should be earmarked for the reduction of the wrap around mortgage and
promissory note receivable. Therefore the Company has set up an escrow
receivable for $98,000 ($150,000 52,000). The escrow receivable was
determined to be uncollectable and was expensed in the loss from
discontinued operations.
B. The Company was also in default of the mortgage on this property
located in Memphis, Tennessee because it could not satisfy the balloon
payment, in the original amount of $193,580, that was due on December 31,
1996. ($174,801 at 12/31/96). The mortgage holder (Lutheran Brotherhood)
has refused to renegotiate or extend the term of the mortgage and would not
accept any further amortization payments from the lessor of the underlying
lease, other than the one made in December, 1996, which was based upon the
old repayment schedule's terms. Through August 1997, the Company had
received funds from Sun West N.O.P., the lessor on the underlying lease,
which represented the monthly rent payments made on such lease ($4,609.38)
by the tenant of the Memphis Property. Because the mortgage holder could
not accept any amortization payments on their matured loan from Sun West
N.O.P., the Company was using such proceeds to reduce the related wrap
mortgage receivable. In August of 1997, the mortgage holder foreclosed on
the mortgage payable, which resulted in a foreclosure sale of the Memphis,
Tennessee property. As a result of these events of foreclosure, the Company
wrote off the balance on the mortgage payable and the related wrap mortgage
receivable ($251,772) and promissory note receivable ($93,686) at December
31, 1996.
13
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EQUITY GROWTH SYSTEMS, inc
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 7 MATERIAL SUBSEQUENT EVENT
Granville-Smith Jr. Recission Settlement Agreement
On March 22, 1999, the Registrant's former president, Edward
Granville-Smith, rescinded by agreement of all employment, consulting and
creditor agreements and the following transactions described in previous reports
on 10-KSB by the Registrant and on previous filings with the Securities and
Exchange Commission as follows:
"During March of 1995, the Registrant's Board of Directors elected Edward
Granville-Smith, then president of KSG (then operating as EGSI), to the
Registrant's Board of Directors, after which, all directors other than Mr.
Granville-Smith resigned. Mr. Granville-Smith, as the sole director, elected
himself as president, chief executive officer and chairman of the Registrant's
Board of Directors. Thereafter, Mr. Granville-Smith, as the sole stockholder,
officer and director of Milpitas Investors, Inc., a Delaware corporation
("Milpitas"), caused Milpitas to assign interests of four leases involving five
separate leased parcels of real estate (one lease covers two parcels), four
promissory notes secured by mortgages on real estate leased to third parties, in
each case subject to mortgages to third parties and four demand notes with an
aggregate original principal balance of approximately $160,000, to the
Registrant in exchange for 1,616,000 shares of the Registrant's common stock
$0.01 par value. The demand notes are subject to an arrangement with Mr. Jerry
C. Spellman (which the Registrant has agreed to honor) whereby payments thereon
are used to repay a $100,000 loan by Mr. Spellman to a former holder. Milpitas
thereafter distributed such stock to Granville-Smith Trust, which thereafter
transferred to K. Walker, Ltd., a Bahamian corporation (affiliated with Mr.
Granville-Smith) and Bolina Trading Registrant, a Panamanian corporation and/or
the WEFT Trust, (affiliated with Jerry C. Spellman)."
Spellman General Release
On March 22, 1999, Mr. Jerry C. Spellman, on his own behalf and on behalf
of, Bolina Trading Registrant, S.A., a Panamanian Corporation, also known as
Bolina Trading Registrant, A Panamanian Corporation, and Bolena Trading
Corporation, S.A., Panamanian Corporation, and the WEFT Trust signed and
executed for the protection of the Company a general release.
14
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EQUITY GROWTH SYSTEMS, inc
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 8 GOING CONCERN
The accompanying financial statements have been prepared assuming that the
organization will continue as a going concern. As discussed below, the
organization has a working capital deficit and an accumulated deficit that
raises substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Management has entered into agreements (Note 7) that reduce current
revenues to zero. This is in preparation for new business opportunities
currently being sought out by the Company.
The Company's continued existence as a going concern will require the
infusion of new businesses. It is anticipated that the Company will effect this
transition through the acquisition of companies that will operate as
subsidiaries. The Company's continuation is dependent upon its ability to
acquire profitable businesses, control costs, and attain a satisfactory level of
profitability with sufficient financing capabilities or equity investment.
NOTE 9 - LOSS FROM DISCONTINUED OPERATIONS
On March 22, 1999, the Company entered into an agreement (Note 7) that
results in the discontinued operations of the mortgage finance business. The
following is a summary of income (loss) from operations of the discontinued
mortgage finance business.
1998 1997
Revenues of Discontinued Operations $ 162,395 $ 214,001
Expenses of Discontinued Operations 347,535 288,044
------------ -------------
Loss from Operations of
Discontinued Operations 185,140 $ 74,043
Loss on Disposal of
Discontinued Operation 377,275 -0-
------------- ---------------
Loss From
Discontinued Operations $ 562,415 $ 74,043
============= ===============
15
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(c) Selected Financial Data
The selected historical financial information of the Registrant set forth
below should be read in conjunction with the audited financial statements of the
Registrant and notes thereto contained elsewhere in this report.
The statement of operations data for the year ended December 31, 1998 and
1997, and the balance sheet data as of December 31, 1998 and 1997, are derived
from, and are qualified by reference to, the audited financial statements of the
Registrant which are included elsewhere in this report. No cash dividends have
ever been declared or paid on shares of the Registrant's Common Stock.
The required financial statements of the Registrant are included as part of
this report beginning on page 5.
STATEMENT OF OPERATIONS DATA :
YEAR ENDED DECEMBER 31
- -------------------------
1998 1997
--------- ----------
Total Revenues $ 0 $ 0
Revenues of Discontinued Operations $ 162,395 $ 214,001
Expenses of Discontinued Operations 331,535 (288,044)
------------ -------------
Loss from Operations of
Discontinued Operations (169,140) $ (74,043)
Loss on Disposal of
Discontinued Operation 377,275 -0-
------------- ---------------
Loss From
Discontinued Operations $ (546,415) $ (74,043)
============= ===============
Basic Loss Per Share 0 0
Fully Diluted loss per share 0 0
BALANCE SHEET DATA:
YEAR ENDED DECEMBER 31,
- -------------------------
1998 1997
---------- ----------
Working Capital $(138,479) $(149,309)
Total Assets 13,182 1,669,168
Total Liabilities 151,661 1,304,832
Stockholders' Equity (138,479) 364,336
16
<PAGE>
ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.
(a) Exhibits
The exhibits listed below and designated as filed herewith (rather than
incorporated by reference) follow the signature page in sequential order. Only
the exhibits listed are being amended by this report. All other exhibits filed
in the prior report or reports remain unchanged.
Exhibit Page Description Number
Number
22.10 18 Consent of Bowman & Bowman, Registrant's auditor for
the year ended December 31, 1998.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
Dated: December 13, 1999
AmeriNet Group.com, Inc.
By: /s/ Michael H. Jordan /s/
-----------------------------------------
Michael H. Jordan, President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Date Title
/s/Michael H. Jordan/s/ December 13, 1999 President, Chief Executive
Officer, Director, Executive
Committee
/s/G. Richard Chamberlin/s/ December 13, 1999 General Counsel, Director,
Executive Committe
/s/Penny L. Adams Field December 13, 1999 Director,
/s/Anthony Q. Joffe /s/ December 13, 1999 Director, Audit Committe,
Executive Committe
/s/ Bruce J. Gleason /s/ December 13, 1999 Director
/s/ Saul B. Lipson December 13, 1999 Director, Audit Committee
Chair, Executive Committee
/s/ Edward Dmytryk December 13, 1999 Director
/s/ Michael A. Caputa December 13, 1999 Director
/s/ Dennis A. Berardi December 13, 1999 Director
/s/ Carol A. Berardi December 13, 1999 Director
17
Bowman & Bowman, P.A.
Certified Public Accountants
1705 Colonial Blvd, Suite D-1
Fort Meyers, Florida 33907
(941) 939-2301
(941) 939-1297
December 8, 1999
To the Board of Directors
AmeriNet Group.com,Inc.
Formerly
Equity Growth Systems, Inc.
(A Development Stage, Inc.)
3821-B Tamiami Trail, Suite 201
Port Charlotte, Florida 33952
We consent to the use of our audit report dated April 23, 1999, except Note 2
and Note 5B(b) as to which the date is November 10, 1999 on the financial
statements of Equity Growth Systems, Inc. for the year ended December 31, 1998
in their current SEC filing dated on or about this the Eighth day of December
1999.
/s/ Bowman & Bowman, P.A.
Bowman & Bowman, P.A.
Certified Public Accountants
Fort Meyers, Florida
December 8, 1999
18
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