-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wv/UqXViWTQo8wAIR1jaRytPNvnfAU1/yA6BENqVOeis0yHDsJCi2pStD2Qmdw5I 8mGdH7ZyaZ8LOHXpD4s0oA== 0000050471-99-000033.txt : 19991214 0000050471-99-000033.hdr.sgml : 19991214 ACCESSION NUMBER: 0000050471-99-000033 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 99773576 BUSINESS ADDRESS: STREET 1: 902 CLINT MOORE ROAD SUITE 136 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 5619983435 MAIL ADDRESS: STREET 1: 902 CLINT MOORE ROAD SUITE 136 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19951214 FORMER COMPANY: FORMER CONFORMED NAME: INFOTEC INC DATE OF NAME CHANGE: 19930506 10KSB/A 1 SECOND AMENDMENT TO 10-KSB 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 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 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 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 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 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 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) 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)
The accompanying notes are an integral part of these financial statements 7 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 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 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 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 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 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 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 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 (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 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 EX-22.10 2 CONSENT LETTER FROM BOWMAN & BOWMAN 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 EX-27 3 FINANCIAL DATA SCHEDULE
5 12-MOS DEC-31-1998 DEC-31-1998 13,182 0 0 0 0 13,182 0 0 13,182 151,661 0 0 0 59,911 (198,390) 13,182 0 0 0 562,415 0 0 0 0 0 0 0 0 0 (562,415) (0.13) (0.13)
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