AMERINET GROUP COM INC
10KSB/A, 1999-09-21
REAL ESTATE
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                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
<PAGE>

TABLE OF CONTENTS

Item              Page
Number            Number      Item Caption

Item 7.            3          Financial Statements

Item 13(a)        18          Exhibits
                  18          Signatures and Additional Information



                   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
<PAGE>


ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

(a) Index to financial statements and financial statement schedules.

     The audited  balance sheet of the  Registrant  for its years ended December
31, 1998, and 1997 and related  statements of operations,  stockholder's  equity
and cash flows for such years follow in sequentially  numbered pages numbered 24
through  27. The page  numbers for the  financial  statement  categories  are as
follows:

22    Table of Contents, 1998
23    Report of  Independent Accountants  - December  31,  1998
24    Balance  Sheet - December 31, 1998 and 1997;
25    Statements  of Operations- December 31, 1998 and 1997;
26    Statements of  Shareholders' Equity (Deficit)- December 31, 1998 and
        1997;
27  Statement  of Cash Flows - December  31,  1998 and 1997;  and 28-33 Notes to
Financial Statements - December 31, 1998 and 1997.

Financial Statements follow:

(b)  Financial Statements


                                       3

<PAGE>
                              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


                                       4
<PAGE>


                           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 (DEFICIT)

CURRENT LIABILITIES
        Accounts payable and other current
        liabilities ......................   $      4,661

TOTAL CURRENT LIABILITIES ................          4,661
LONG-TERM LIABILITIES .....................            -0-

TOTAL LIABILITIES .........................          4,661


SHAREHOLDERS' EQUITY (DEFICIT) (Note 13) 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 ...........      2,914,395
    Accumulated deficit prior to December
    31, 1998 ..............................        (2,965,785)

    Accumulated deficit from inception of
    development stage on December 31, 1998 ..         -0-

TOTAL SHAREHOLDERS'
     EQUITY (DEFICIT) .......................         (8,521)
TOTAL LIABILITIES &
     SHAREHOLDERS'EQUITY (DEFICIT) ............   $   13,182

The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>


                           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 (Footnote 9)           399,415         74,043


 Net Loss ..........            $  (399,415)     $  (74,043)


 Basic Loss per Share           $   (0.096)      $   (0.019)


  Weighted Average of              4,174,778      3,807,814
        Shares Outstanding

  Fully Diluted Loss per Share  $    (0.095)  $     (0.019)

Fully Diluted Average
 Shares Outstanding                4,222,191      3,807,814


The accompanying notes are an integral part of these financial statements


                                       6
<PAGE>


                           EQUITY GROWTH SYSTEMS, inc.
                          (A Development Stage Company)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

                                   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)        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)      415,000       4,150             4,150          -0-

Common Stock Issued

(Cash)               1,750,000       17,500            17,500         -0-

Net loss for the
year ended December
31, 1998                -0-            -0-              -0-        (399,415)

Balances, December
31, 1998             5,991,148       $59,911        $2,914,395    $(2,965,785)

The accompanying notes are an integral part of these financial statements

                                       7
<PAGE>
                           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 ...........                            $  (399,415)   $   (74,043)

Adjustments to Reconcile Net (Loss)
to Net Cash Used by Operating
Activities

Loss on non-collectible
financial instruments                                    -0-        144,440
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                      (  349)        (7,990)

Increase (Decrease) in cash overdraft ..             (    4)             4

Net Cash Provided (Used) by Operations             (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
<PAGE>


                           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
<PAGE>

                           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
approximately $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 $3,000 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, 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 5[d]).


                                       10
<PAGE>


                           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

     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.
During the year the Company also issued stock options for
200,000 shares to the president of the  corporation  The options are exercisable
at $.02 per share and accordingly no  compensation  expense has been recorded or
will be incurred with the issuance.

(d) 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.

The  Company  has  elected to account  for the stock  options  under  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related   interpretations.   Accordingly,   no  compensation  expense  has  been
recognized on the stock options.

Had 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,"  the  Company's  net loss  would  have been  increased  by
approximately $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                            None

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                  -               $ -
Granted                                      786,615               0.11
Exercised                                         -                -
Forfeited                                         -                -
                                          ----------------

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
<PAGE>


                           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
<PAGE>


                           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
<PAGE>


                           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 15) 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 15) 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          184,535              288,044
Loss from Operations of
        Discontinued Operations               22,140          $    74,043

Loss on Disposal of
        Discontinued Operation                377,275                -0-

Loss From
        Discontinued Operations             $ 399,415             $ 74,043


                                       15
<PAGE>

(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 22.

STATEMENT OF OPERATIONS DATA :
YEAR ENDED DECEMBER 31

- -------------------------
                                                      1998             1997
                                                     ----------     ----------

Total Revenues............................             $       0         $ 0
Total Costs and Expenses..................               399,415      74,043
Loss from Operations......................              (399,415)    (74,043)
Total Other Expenses .....................                     0           0
Net Loss .................................              (399,415)    (74,043)
Net Loss Applicable
 to Common Shareholders...................              (399,415)    (74,043)
Net Loss Per
  Common Share............................              (0.096)       (0.095)

BALANCE SHEET DATA:
YEAR ENDED DECEMBER 31,

- -------------------------
                                                             1998          1997
                                                       ----------     ----------
Working Capital ..........................             $  8,521       $(149,309)
Total Assets..............................               13,182        1,669,168
Total Liabilities.........................                4,661        1,304,832
Stockholders' Equity   ...................                8,521          364,636


                                       16
<PAGE>

(d) Pro Forma Financial Data

     The following  information  attempts to demonstrate in summary fashion what
the Registrant's operations would have reflected, had it owned American Internet
(See Item 1, Business) throughout 1998 but not owned the operations subsequently
directed.  Because no  assuarnces  can be provided  that the  American  Internet
acquisition  will  ever  be  effected,  these  materials  should  be  viewed  as
speculative,  forward  looking  statements.  The data is based on the  unaudited
financial  information  contained in the American Internet  Memorandum (see Item
13, Exhibit Index).

STATEMENT OF OPERATIONS DATA :
YEAR ENDED DECEMBER 31, 1998

Total Revenues............................             $ 857,418
Total Costs and Expenses..................             1,187,627
Loss from Operations......................              (330,209)
Net Loss .................................              (330,209)
Net Loss Applicable
 to Common Shareholders...................              (330,209)
Net Loss Per
  Common Share *..........................              (0.055)

BALANCE SHEET DATA:
YEAR ENDED DECEMBER 31, 1998

Working Capital ..........................             $  12,215
Accounts Receivable.......................                85,614
Prepaid Expenses .........................                 4,461
Fixed Assets .............................                22,266
Long Term Assets .........................                13,300
Total Assets..............................               142,517
Total Liabilities.........................                60,029
Stockholders' Equity   ...................                77,827
Stockholder's Equity per share * .........                 0.013

* Per share  data is based on the  assumption  that  2,500,000  shares  had been
issued at the inception of American  Internet's  financial data period (starting
April 1, 1998) and that  consequently,  the  weighted  average  number of shares
outstanding for the period,  had been increased by 1,1875,000  (2,500,000 x 3/4)
to 6,035,573.

                                       17
<PAGE>


ITEM 13.     EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.
(a)      Exhibits
Exhibit           Page      Description
Number            Number

22.10             18        Consent of Bowman & Bowman, Registrant's auditor for
                            the year ended December 31, 1998.

(c) Index to financial statements and financial statement schedules.

     The audited  balance sheet of the  Registrant  for its years ended December
31, 1998, and related  statements of operations,  stockholder's  equity and cash
flows for such years follow in  sequentially  numbered pages numbered 24 through
27. The page numbers for the financial statement categories are as follows:

22    Table of Contents, 1998
23    Report of  Independent Accountants  - December  31,  1998
24    Balance  Sheet - December 31, 1998 and 1997;
25    Statements  of Operations- December 31, 1998 and 1997;
26    Statements of  Shareholders' Equity (Deficit)- December 31, 1998 and
         1997;
27    Statement  of Cash Flows - December  31,  1998 and 1997; and 28-33 Notes
      to Financial Statements - December 31, 1998 and 1997.


                                   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: September 17, 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/       September 17, 1999   President, Chief Executive
                                                   Officer, Director

/s/G. Richard Chamberlin/s/   September 17, 1999   Secretary, General Counsel,
                                                   Director

/s/ Penny L. Adams Field      September 17, 1999   Director, Audit Committee
                                                   Chair

/s/Anthony Q. Joffe /s/       September 17, 1999   Director

/s/ Bruce J. Gleason /s/      September 17, 1999   Director


                                       18




                             Bowman & Bowman, P.A.
                          Certified Public Accountants
                         1705 Colonial Blvd, Suite D-1
                           Fort Meyers, Florida 33907
                                 (941) 939-2301
                                 (941) 939-1297

To the Board of Directors
AmeriNet Group.com,Inc.
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 on the  financial
statements of Equity Growth  Systems,  Inc. for the year ended December 31, 1999
and to the  change in  footnote  number 5  subparagraph  d (NOTE 5d) in the form
10KSB/A dated September 17, 1999.


/s/ Larry Bowman /s/
Larry Bowman
Bowman & Bowman, P.A.
Certified Public Accountants
Fort Meyers, Florida
September 17, 1999


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