8-K/A

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 8-K/A

        Current Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

       Date of Report (Date of earliest event reported): August 24, 1999

                            AmeriNet Group.com, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                  (State or other jurisdiction of incorporation

                                     0-3718
                            (Commission File Number)

                                   11-2050317
                        (IRS Employer Identification No.)

           902 Clint Moore Road, Suite 136: Boca Raton, Florida 33487
              (Address of principal executive offices) (Zip Code)

                                 (561) 998-3435
               Registrant's telephone number, including area code

                                 Not Applicable
         (Former name or former address, if changed since last report)




                               TABLE OF CONTENTS

Item Number    Description                                 Page Number

Item 5.        Other Events                                      3

Item 6.        Resignations of Registrant's Directors            10

Item 7.        Financial Statements and Exhibits                 11


                  Sources of Materials Incorporated by Reference

        This  report  includes  materials  incorporated  by  reference  from the
following previously filed reports or registration  statements,  as permitted by
Exchange Act Rule 12b-23: Reports on Form 8-KSB filed on August 17, 1998 and
Form 10-KSB for year ended December 31, 1998.

                           FORWARD LOOKING STATEMENTS

     This Form 8-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 Form 8-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



ITEM 5    OTHER EVENTS

CONSIDERATION OF STOCK PLAN

     At  the  request  of  the  Registrant's  board  of  directors,  The  Yankee
Companies, Inc., a Florida corporation, that serves as a strategic consultant to
the Registrant ("Yankees"),  developed a proposed non-qualified stock option and
incentive stock option plan for use by the Registrant (the "Proposed  Plan").  A
copy of the Proposed Plan is included as an exhibit to this current report,  see
"Item  7(c),  Exhibit  Index." The  following  summary of the  Proposed  Plan is
qualified in its entirety by reference to such exhibit.

     The purpose of the  Proposed  Plan would be to attract  and retain  quality
personnel  and to make  association  with  the  Registrant  more  attractive  to
potential  acquisition  candidates.  As  currently  contemplated,  a maximum  of
1,000,000 shares of the Registrant's  common stock would be allocated for use in
conjunction with award of options under the Proposed Plan, and such common stock
could either be issued from treasury shares, authorized but theretofore unissued
shares, or shares purchased from current stockholders for such purpose.

     The Proposed Plan would be administered by a committee of the  Registrant's
board of directors comprised exclusively of outside directors (the "Committee"),
as that term is defined in the Internal  Revenue  Code of 1996,  as amended (the
"Code") and  potential  recipients  would  include the  Registrant's  directors,
officers,  key employees and consultants  (other than consultant's that would be
ineligible for receipt of securities  registered on Commission Form S-8 based on
then  applicable  rules adopted by the  Commission).  Options  issuable would be
incentive stock options meeting the requirements of Section 422, et. seq. of the
Code, or  non-qualified  stock options,  with the  attributes  determined by the
Committee.  The adoption of the Proposed Plan, as currently contemplated,  would
not restrict the ability of the Registrant's board of directors to authorize the
issuance of securities,  including stock options,  outside the parameters of the
Proposed Plan, on a case by case basis.

     Initial  recipients under the Proposed Plan are expected to be employees of
the Registrant's subsidiary, American Internet Technical Center, Inc., a Florida
corporation,   (hereinafter   referred  to  as  "American  Internet")  who  meet
designated   competitive  sales  targets  and  the  Registrant's  new  president
described below.

     The Proposed Plan is in the review and  discussion  stage and no assurances
can be provided that it will be adopted as currently proposed, or at all. In the
event that the  Proposed  Plan is not  adopted,  the  options  called for in the
employment  agreement for Michael Harris Jordan  described  below would still be
issued.

                                       3

MICHAEL HARRIS JORDAN

     In conjunction  with the resignation of Charles J. Scimeca the Registrant's
acting  president  and a member of the  Registrant's  board of  directors  ("Mr.
Scimeca") described in Item 6 below, the Registrant's board of directors elected
Michael Harris Jordan as its president and as a member of its board of directors
("Mr. Jordan"),  effective as of August 6, 1999. Mr. Jordan's term as a director
will expire following the election and  installation of his successor  (assuming
Mr. Jordan is not  re-elected)  at the next annual  meeting of the  Registrant's
stockholders.  His term as an officer  is at the  pleasure  of the  Registrant's
board of  directors,  subject to his  contractual  rights  under the  employment
agreement summarized below.

     In light of his  experience  with the financial  markets and the regulatory
requirements and limitations  involved in corporate  communications,  Mr. Jordan
will also replace Ms. Piccolo as the Registrant's spokesperson.

BIOGRAPHY.

Michael Harris Jordan, President and Director

     Michael  Harris  Jordan,  46 years old, is a resident  and native of Miami,
Florida.  From 1972 until 1973 he  attended  the  University  of Miami  where he
studied English literature. In 1979, Mr. Jordan obtained a Series 7 and a Series
63 license from the National  Association of Securities Dealers (the "NASD") and
in 1982 he  obtained  a Series  24  license  from the NASD  (general  securities
principal).  In  conjunction  with his  activities as an individual  licensed to
engage in  securities  transactions  by the NASD,  he was also  licensed  by the
securities regulatory  authorities of a number of states. Since 1985, Mr. Jordan
has  been  engaged  in  business as a  private  investor. In  1992,  Mr.  Jordan
incorporated  Securities  Counseling and Management,  Inc., a private consulting
firm headquartered in Miami,  Florida, for which he serves as president and sole
director.  In January of 1996,  Mr.  Jordan  became  secretary,  treasurer and a
member of the board of directors  of Zagreus,  Inc.,  a publicly  held  Delaware
corporation  now  headquartered  in Miami,  Florida  ("Zagreus").  Zagreus is an
inactive  public company in the process of  reorganization.  In 1998, Mr. Jordan
became an independent  consultant for The Southeast  Companies,  Inc., a Florida
corporation, engaged in providing business and political consulting services and
consumer  financial services as a licensed mortgage brokerage company and during
1998, he became  president of a division  thereof  operating in compliance  with
Florida fictitious name laws as Southeast Counseling & Management.  In 1999, Mr.
Jordan  became a  registered  principal  (NASD  Series 24  license)  of Sunshine
Securities,  Inc., an NASD member firm located in Orlando, Florida. On August 6,
1999, Mr. Jordan became a member of the Registrant's  board of directors and was
elected as the Registrant's President.

                                       4


FAMILY RELATIONSHIPS.

     Mr. Jordan is not related to any current or former employees, officers,
directors or principal stockholders of the Registrant.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

     Based on information  provided in response to a  questionnaire  filed as an
exhibit to this report (see "Item 7(c),  Exhibit  Index"),  during the past five
years Mr. Jordan has not been a party to or the subject of:

     (a)  Any bankruptcy petition filed by or against any business of which such
person was a general  partner  or  executive  officer  either at the time of the
bankruptcy or within two years prior to that time;

     (b)  Any conviction  in a  criminal  proceeding or  has been  subject  to a
pending  criminal  proceeding (excluding traffic  violations  and  other  minor
offenses);

     (c)  Any order, judgment, or decree, not subsequently reversed,  suspended
or   vacated,  of   any  court  of  competent  jurisdiction,   permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or

     (d)  Been  found  by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended, or vacated.

COMPENSATION.

     The terms of Mr. Jordan's  compensation  for services to the Registrant are
set  forth  in  his  employment  agreement  with  the  Registrant  (the  "Jordan
Agreement"),  a copy of which is included as an exhibit to this current  report,
(see "Item 7(c), Exhibit Index,") and are summarized below.

TERMS OF EMPLOYMENT

     The following  summary  information  extracted from the Jordan Agreement is
qualified in its entirety by reference to the Jordan Agreement.

                                       5

Duties:     Mr. Jordan will:

     Serve as the principal  point of  contact  between the  Registrant  and the
     media  (print,  electronic, voice and picture),  the  investment community
     and the Registrant's security holders;

     Be responsible for supervision of all of the Registrant's other officers;

     Be responsible for the Registrant's  compliance with all  applicable  laws,
     including federal, state and local securities laws and tax laws;

     Be responsible for supervision of the Registrant's subsidiaries; and,

     Perform such other duties as are assigned to him by the Registrant's board
     of  directors, subject to compliance with all applicable laws and fiduciary
     obligations.

Other Activities

     Mr. Jordan has agreed to perform his  employment  duties in good faith and,
subject to the exceptions  specified below, to devote  substantially  all of his
business time, energies and abilities to the proper and efficient management and
execution of such duties.  In amplification  of the foregoing,  unless otherwise
authorized by the Registrant's board of directors,  on a case by case basis, Mr.
Jordan is required to devote his business time exclusively to the affairs of the
Registrant;  provided,  however,  that the Registrant  has  recognized  that Mr.
Jordan is a party to an agreement with The Southeast Companies,  Inc., which has
been assigned thereby to Yankees,  calling for him to provide services  thereto;
serves as  president of Southeast  Counseling  &  Management,  a division of The
Southeast  Companies,  Inc.;  serves as  president  of  Securities  Counseling &
Management, Inc., a Florida corporation;  serves as an officer of Zagreus, Inc.,
a currently inactive public company in the process of reorganization;  and, is a
registered  representative  and registered  principal  with Sunshine  Securities
Corporation (which has consented in writing to Mr. Jordan's service as president
of  the   Registrant);   and  the  Registrant  has  consented  to  Mr.  Jordan's
continuation in such roles, provided that his role as the Registrant's president
takes priority in allocation of time and resources to any activities  pertaining
to such  roles,  and that he will  resolve  any  actual  conflicts  of  interest
resulting from such roles in favor of the  Registrant.  A copy of the consent by
Sunshine  Securities  Corporation to Mr.  Jordan's  services as president of the
Registrant  is included as an exhibit to this  current  report,  see "Item 7(c),
Exhibit Index".


                                       6

Status:

     Mr.  Jordan will serve as an employee of the  Registrant  but shall have no
authority  to  act  as an  agent  thereof  or to  bind  the  Registrant  or  its
subsidiaries as a principal or agent thereof without the specific consent of the
Registrant's board of directors,  all such functions being reserved to the board
of directors in compliance with the requirements of its constituent documents.

Limitations:

Mr. Jordan has agreed that he will not:

     Release  any  financial  or other  material  information  or data about the
Registrant  without the prior written  consent and approval of the  Registrant's
General  Counsel;  or,  conduct any meetings  with  financial  analysts  without
informing the Registrant's  General Counsel and board of directors in advance of
the proposed meeting and the format or agenda of such meeting.

     Disclose  to  any  third  party  any  confidential  non-public  information
furnished by the  Registrant  except on a need to know basis,  and in such case,
subject  to  appropriate  assurances  that such  information  shall not be used,
directly  or  indirectly,  in any  manner  that would  violate  state or federal
prohibitions on insider trading of the Registrant's securities.

     Take any action  which would in any way  adversely  affect the  reputation,
standing or prospects of the  Registrant or which would cause the  Registrant to
be in violation of applicable laws.

     In any  circumstances  where Mr. Jordan is describing the securities of the
Registrant  to a third party,  Mr.  Jordan has agreed to disclose to such person
any  compensation  received from the Registrant to the extent required under any
applicable laws, including, without limitation,  Section 17(b) of the Securities
Act of 1933, as amended.

Term:

     The Jordan Agreement is for a term of one year, subject to automatic annual
renewal  thereafter  unless the Party  deciding not to renew  provides the other
with  written  notice of  intention  not to renew  prior to the 60th day  before
termination of the then effective term or renewal thereof.


                                       7

Compensation:

A.   An option to purchase up to 100,000 shares of the Registrant's common stock
     during the 36 month period commencing at the end of the 365th day following
     commencement  of the initial term of the Jordan  Agreement,  at an exercise
     price equal to the last reported  price paid therefor on the effective date
     of the employment agreement, as reported on the over the counter electronic
     bulletin board operated by the NASD (i.e., $0.69 per share), provided that:

     (1)  He remains in the employ of the Registrant  for a period  of not less
          than 365 consecutive days;

     (2)  He has not been discharged by the Registrant for cause;

     (3)  He fully  complies  with  the provisions  of  the  Jordan  Agreement,
          including, without limitation, the confidentiality and non-competition
          sections hereof;

B.   In the  event  that  Mr.  Jordan  arranges  or  provides  funding  for  the
     Registrant  on  terms  more   beneficial   than  those   reflected  in  the
     Registrant's  current principal financing  agreements,  copies of which are
     included among the Registrant's  records  available through the SEC's EDGAR
     web site, Mr. Jordan shall be entitled, at his election, to either:

     (1)  A fee equal to 5% of such savings, on a continuing basis; or

     (2)  If  equity funding  is  provided  through Mr. Jordan or any affiliates
thereof,  a discount of 5% from the bid price for the subject equity securities,
if they are issuable as free trading securities,  or, a discount of 25% from the
bid price for the subject equity securities,  if they are issuable as restricted
securities (as the term restricted is used for purposes of SEC Rule 144); and

     (3)  If  equity  funding  is  arranged for the Registrant by Mr. Jordan and
the  Registrant  is not  obligated  to pay  any other source of compensation  in
conjunction  therewith,  other  than the  normal  commissions  charged by broker
dealers in  securities  in compliance  with the  compensation  guidelines of the
NASD, then Mr.  Jordan  shall be entitled to a bonus in a sum equal to 5% of the
net proceeds of such funding.

C.   In the event that Mr.Jordan generates business for the Registrant, then, on
     any sales resulting therefrom, Mr. Jordan shall be entitled to a commission
     equal to 5% of the net income  derived by the  Registrant  therefrom,  on a
     continuing basis.


                                       8


Benefits:

     Mr.  Jordan is entitled to any  benefits  generally  made  available to all
other employees  (rather than to a specified  employee or group of employees) of
the Registrant or its subsidiaries.

Indemnification:

     The Registrant will defend, indemnify and hold Mr. Jordan harmless from all
liabilities,  suits,  judgments,  fines,  penalties or  disabilities,  including
expenses  associated   directly,   therewith  (e.g.  legal  fees,  court  costs,
investigative  costs,  witness fees, etc.) resulting from any reasonable actions
taken by him in good faith on behalf of the  Registrant,  its  affiliates or for
other  persons  or  entities  at the  request of the board of  directors  of the
Registrant,  to  the  fullest  extent  legally  permitted,  and  in  conjunction
therewith,  shall  assure that all  required  expenditures  are made in a manner
making it  unnecessary  for Mr.  Jordan  to incur  any out of  pocket  expenses;
provided,  however,  that Mr.  Jordan  permits  the  Registrant  to  select  and
supervise all personnel  involved in such defense and that Mr. Jordan waives any
conflicts  of  interest  that  such  personnel  may  have  as a  result  of also
representing the Registrant, their stockholders or other personnel and agrees to
hold them harmless from any matters involving such  representation,  except such
as involve fraud or bad faith.

Early  termination:

     The Registrant can terminate the employment agreements severally, as to the
terminating  entity only,  for cause (e.g.,  the inability  through  sickness or
other  incapacity to discharge  duties for 21 or more  consecutive days or for a
total of 45 or more days in a period of twelve  consecutive  months;  refusal to
follow directions of the board of directors; dishonesty; theft; or conviction of
a crime  involving  moral  turpitude;  material  default in the  performance  of
obligations,  services or duties required under the employment  agreement (other
than for illness or  incapacity)  or  material  breach  of  any provision of the
employment  agreement,  which  continues for 5 days after  written notice (if it
resulted in material  damage);  discontinuance  of business;  and death.  In the
event of a dispute concerning termination due to breach or default, compensation
will be continued  until  resolution  of such dispute by a tribunal of competent
jurisdiction,   subject  to  repayment  upon  final   determination   that  such
compensation was not called for.

     The Jordan Agreement contains broad non-disparagement,  confidentiality and
non-competition  covenants  subject  to  judicial  restructuring  if found to be
legally  unenforceable  which provide for both injunctive  relief and liquidated
damages.

COMPENSATION UNDER PLANS

     The  Registrant's   board  of  directors  is  considering   adoption  of  a
non-qualified stock option and stock incentive plan, a copy of which is filed as
an exhibit to this current report [see "Item 7(c), Exhibit Index], and the board
of directors  may in the future,  if such plan is adopted,  grant Mr.  Jordan or
other  officers,  employees or directors of the  Registrant  or its  Subsidiary,
stock options pursuant to the provisions of such plan.

                                       9



ITEM 6    RESIGNATIONS OF REGISTRANT'S DIRECTORS

EDWARD GRANVILLE-SMITH

     In  accordance  with  the  terms  of a  settlement  agreement  between  the
Registrant  and  Edward  Granville-Smith,  Jr.  (who  served as the  Registrants
principal  officer and sole  director  from 1995 until  November  of 1998),  the
Registrant elected his son, Mark Granville-Smith as a member of the Registrant's
board of directors,  effective July 1, 1999. Details of the settlement agreement
were  disclosed  in the  Registrant's  report on Form  10-KSB for the year ended
December 31, 1998 and such agreement was filed as an exhibit thereto.

     Mr. Edward  Granville-Smith's  replacement as a member of the  Registrant's
board of directors did not involve any disagreements  with the Registrant on any
matters  and  consequently,  did not involve  any  disagreement  relating to the
Registrant's operations, policies or practices. Rather, it was based on personal
problems involving his health described in detail in the Registrant's  report on
Form 10-KSB for the year ended December 31, 1998.

CHARLES J. SCIMECA

     On or about July 28,  1999,  Charles J.  Scimeca  the  Registrant's  acting
president and a member of the  Registrant's  board of directors ("Mr.  Scimeca")
advised it that in light of the change in the Registrant's business, it would be
better  served  by a  president  with  material  experience  in  the  securities
business,  and  more  familiar  with the  regulatory  obligations  attendant  on
engaging in capital raising and acquisition  activities.  Mr. Scimeca instructed
Yankees  the  Registrant's  strategic  consultant,  to  commence  a search for a
suitable  replacement,  and on or about  August  2,  1999,  Yankees  recommended
Michael Harris Jordan ("Mr.  Jordan").  On August 5, 1999, after interviews with
management of the  Registrant's  subsidiary and with the  Registrant's  board of
directors,  Mr. Jordan was offered the position of president for a one year term
and elected as a member of the  Registrant's  board of directors  replacing  Mr.
Scimeca, whose resignation was accepted effective as of August 6, 1999. Required
information   concerning   Mr.   Jordan's   background,   responsibilities   and
compensation is set forth in Item 5 above.

     Mr.  Scimeca's  resignation  did not  involve  any  disagreements  with the
Registrant  on any matters and  consequently,  did not involve any  disagreement
relating to the Registrant's  operations,  policies or practices.  A copy of Mr.
Scimeca's  letter of  resignation  is filed as an exhibit to this current report
see "Item 7(c), Exhibit Index".


                                       10



ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)     Exhibits


Item      Page      Description
Number    Number

10.38     *         Proposed Stock Plan
10.39     *         Michael Harris Jordan employment agreement

99.44     *         Michael Harris Jordan questionnaire
99.45     *         Charles J. Scimeca letter of resignation
99.46     12        Consent by Sunshine Securities Corporation to Mr. Jordan's
                    services as president.

          *         Filed as exhibits to the 8-K filed on August 24, 1999.

                                   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.

                            AmeriNet Group.com, Inc.
                             A Delaware corporation
                                  (Registrant)

Date:  September 1, 1999

                          By: /s/Michael H. Jordan/s/
                          Michael H. Jordan, President



                                       11

EX-99.46

                        Sunshine Securities Corporation
                       101 Timberlachen Circle, Suite 202
                            Lake Mary, Florida 32746
                                 (407) 330-2240


August 25, 1999

Mr. Michael H. Jordan
2500 E. Hallandale Beach Blvd, Suite 500
Hallandale, Florida  33009


Dear Michael:

Sunshine Securities Corporation has no objection to you serving as a member of
the board of direectors of and as the president of AmeriNet.

You may consider this letter to be authorization for you to hold such offices
to the extent such authorization is needed from us.


Sincerely,

/s/ Charles J. Champion
President


                                       12