SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            AMERINET GROUP.COM, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                             11-2050317
State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

        2500 North Military Trail, Suite 225-C, Boca Raton, Florida 33431
           (Address of Principal Executive Offices including zip code)

                       Superseder and Settlement Agreement
                            (Full title of the plan)

                            Jeffery G. Klein, Esquire
                      980 North Federal Highway, Suite 406
                            Boca Raton, Florida 33431
                     (Name and address of agent for service)
                                 (561) 368-0993
          (Telephone number, including area code, of agent for service)

Title of Class of Securities Amount to be Offering Price Proposed Maximum Amount
of to be Registered Registered Per Share(1) Aggregate Offering Fee Price

Common Stock, $.01   635,575         $.43            $273,297           $72.15
par value

1)   Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
     solely for the purpose of  calculating  the  registration  fee and not as a
     representation  as to any actual  proposed  price.  The offering  price per
     unit,  maximum aggregate  offering price and registration fee is based upon
     the  average  of the high and the low price in the  market  for the  common
     stock on June 4, 2001.


<PAGE>



PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to Rule 428(b)(1),  the information required by Part 1 is included
in  documents  sent or given to each  employee of AmeriNet  Group.com,  Inc.,  a
Delaware corporation (the "Company").

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following   documents  are   incorporated   by  reference   into  this
Registration Statement and made a part hereof:

(a)  The Company's Form 10-KSB filed on October 13, 2000 for the year ended June
     30, 2000 filed thereto under Section 13(a) or 15(d) of Securities  Exchange
     Act of 1934,  as amended (the  "Exchange  Act"),  as well as the  Company's
     latest  quarterly  reports of Form 10-QSB for the quarters ended  September
     30, 2000, December 31, 2000 and March 31, 2001.

(b)  All other  reports  which may be filed by the  Company  pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
     by the Company document referred to in (a) immediately above.

(c)  Any  statement  contained  in a  document  incorporated  or  deemed  to  be
     incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
     superseded for purposed of this Registration Statement to the extent that a
     statement  contained  herein or in any other  subsequently  filed  document
     which also is or is deemed to be incorporated by reference  herein modifies
     or supersedes such statement. Any statement so modified or superseded shall
     not be deemed, except as so modified or superseded, to constitute a part of
     this Registration Statement.

(d)  Part III, Item 13(c), Exhibits," from the correspondingly  numbered exhibit
     filed with the Company's report on Form 10- KSB for the year ended December
     31, 1991.

(e)  Part III, Item 13(c), Exhibits," from the correspondingly  numbered exhibit
     filed with the Company's report on Form 10- KSB for the year ended December
     31, 1999.

(f)  Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed with
     the  Company's  report on Form 8-K filed  with the  Commission  on July 12,
     1999.

(g)  Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with
     the Company's report on Form 10- KSB for the year ended June 30, 2000.

(h)  Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed with
     the  Company's  report on Form 8-K filed with the  Commission  on April 30,
     2001.

(i)  Item 6, Exhibits," from the correspondingly numbered exhibit filed with the
     Company's report on Form 10- QSB for the quarter ended September 30, 1998.

(j)  Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed with
     the Company's  report on Form 8-K filed with the Commission on December 16,
     1999.


                                       2

<PAGE>



Item 4.   Description of Securities.

     The class of  securities  to be offered  hereby has been  registered by the
Company under Section 12 of the Exchange Act , and incorporated by reference.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the securities  offered will be passed upon for the Company
by the law firm of Jeffrey G. Klein, P.A. of Boca Raton, Florida.

     Daszkal,  Bolton  Manela  Devlin  & Co.  consent  to the  incorporation  by
reference of their report on the audited financial  statements  contained in the
Company's Form 10-KSB for the year ended June 30, 2000.

Item 6.  Indemnification of Directors and Officers.

     The Company shall indemnify to the fullest extent  permitted by, and in the
manner  permissible  under Section 145 of the Delaware General  Corporation Law,
any person made, or  threatened to be made, a party to an action or  proceeding,
whether criminal, civil, administrative or investigative,  by reason of the fact
that he is or was a  director  or  officer,  or served any other  enterprise  as
director,  officer or employee at our request.  The Board of  Directors,  in its
discretion,  shall have the power on our behalf to indemnify  any person,  other
than a director or officer,  made a party to any action,  suit or  proceeding by
reason of the fact that he/she is or was an employee.

     The Company may  indemnify our directors or officers if the person acted in
good faith and in a manner the person  reasonably  believed  was, at least,  not
opposed to the best  interests  of the  corporation.  In the event of a criminal
action  or  proceeding,  indemnification  is not  available  if the  person  had
reasonable cause to believe their action was unlawful.

     Further,  in an action brought by us or in our right, if the person,  after
exhaustion  of all appeals,  is found to be liable to us, or if the person makes
payment to us in settlement of the action,  indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably  entitled to indemnification.  Such discretionary  indemnification is
available only as authorized on a case-by- case basis by: (1) the  stockholders;
(2) a majority of a quorum of the Board of  Directors  consisting  of members of
the Board who were not  parties  to the  action,  suit or  proceeding;  (3) if a
majority  of a quorum of the Board of  Directors  consisting  of  members of the
board who were not  parties to the  action,  suit or  proceeding  so orders,  by
independent legal counsel in a written opinion;  or (4) if a quorum of the Board
of  Directors  consisting  of members  of the Board who were not  parties to the
action cannot be obtained, by independent legal counsel in a written opinion.

     To the extent  that the  Company's  director  or officer is  successful  in
defending against an action, suit or proceeding brought against that person as a
result of their  current or former  status as an officer  or  director,  it must
indemnify the person against all expenses  actually and  reasonably  incurred by
the person in  connection  with their  defense.  The  Company  may also  advance
expenses of officers  and  directors  incurred in  defending a civil or criminal
action as they are incurred,  upon receipt of an  undertaking by or on behalf of
the director or officer to repay such expenses if it is ultimately determined by
a court of competent  jurisdiction that such officer or director is not entitled
to be  indemnified by the  corporation  because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation.

     The  foregoing  shall not be deemed  exclusive of any other rights to which
the  indemnified  party may be  entitled  and that the scope of  indemnification
shall  continue  as to  directors  or  officers  who have  ceased  to hold  such
positions and to their heirs, executors and administrators.

     The  Company  may  also  provide   insurance,   or  make  other   financial
arrangements such as a program of self-insurance, for our directors or officers.
Such insurance may provide coverage for any liability asserted

                                       3

<PAGE>



against the person and  liability  and expenses  incurred by the person in their
capacity  as a  director  or officer  or  arising  out of their  status as such,
whether or not we have  authority to indemnify the person against such liability
and expenses.  However, no financial arrangement made pursuant to this paragraph
may  provide   protection  for  a  person  adjudged  by  a  court  of  competent
jurisdiction,  after  exhaustion  of all  appeals  therefrom,  to be liable  for
intentional misconduct, fraud or a knowing violation of law, except with respect
to the advancement of expenses or indemnification ordered by a court.

     The Company's By-laws provide for the  indemnification of its directors and
officers  to the  maximum  extent  provided  by law.  It is the  position of the
Commission and certain state securities administrators that any attempt to limit
the liability of persons controlling an issuer under the federal securities laws
or  state   securities   laws  is  contrary  to  public   policy  and  therefore
unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8.  Consultants, Employees and Advisors

     The  following  employees  will  be  issued  securities  pursuant  to  this
Registration Statement:

Name                                Number           Type of Services Provided


Larry Van Etten                     178,643                   Employment
George Franjola                      74,101                   Employment
Vanessa Lindsey                      90,658                   Employment
Ed Dmytryk                          187,741                   Employment
Doug Wilson                          92,216                   Employment
Richard Chamberlain                   2,000                   Legal
David Cantley                        10,216                   Accounting

Item 9.  Exhibits.

See Exhibit Index and Exhibits attached hereto.

Item 10.  Undertakings.

The undersigned Company hereby undertakes:

(1)  To file, during any period in which it offers or sells  securities,  a post
     effective amendment to this Registration Statement to:

     (i)  Include any prospectus  required by section 10(a)(3) of the Securities
          Act of 1933, as amended (the "Securities Act");

    (ii)  Reflect in the prospectus any facts or events which,  individually  or
          together,  represent a fundamental  change in the  information  in the
          registration  statement;   and  notwithstanding  the  foregoing,   any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and any  deviation  from the low or high of the estimated
          maximum  offering  range may be  reflected  in the form of  prospectus
          filed  with  the  Commission  pursuant  to  Rule  424(b)  if,  in  the
          aggregate,  the changes in the volume and price represent no more than
          twenty  percent (20%) change in the maximum  aggregate  offering price
          set  forth  in the  "Calculation  of  Registration  Fee"  table in the
          effective registration statement.


                                       4
<PAGE>



   (iii)  Include any additional or changed material  information on the plan of
          distribution.

(2)  For  determining  liability  under  the  Securities  Act,  treat  each post
     effective  amendment  as a new  registration  statement  of the  securities
     offered,  and the offering of the securities at that time to be the initial
     bona fide offering.

(3)  For   determining  any  liability  under  the  Securities  Act,  treat  the
     information  omitted  from  the  form of  prospectus  filed as part of this
     registration  statement in reliance  upon Rule 430A and contained in a form
     of prospectus  filed by the small business issuer under Rule 424(b)(1),  or
     (4) or  497(h)  under  the  Securities  Act as part  of  this  registration
     statement as of the time Commission declared it effective.

(4)  For  determining  any liability  under the Securities  Act, treat each post
     effective  amendment as a new  registration  statement  for the  securities
     offered,  and the offering of the securities at that time to be the initial
     bona fide offering.

     Insofar as indemnification for liabilities arising under the Securities Act
, may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  in against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a Court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act , the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this  Registration  Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Boca  Raton,  State of  Florida,  on June 4, 2001.  Pursuant  to the
requirements of the Securities Act , this Registration Statement has been signed
by the following persons in the capacities and on the date indicated:

AmeriNet Group.com , Inc.

/s/ Ed Dmytryk                                               DATE: June 4, 2001
By: Ed Dmytryk, president
2500 North Military Trail, Suite 225-C
Boca Raton, Florida 33431
(561)998-3435



                                       5

<PAGE>



                                  EXHIBIT INDEX


Designation       Page
of Exhibit        Number
as Set Forth      or Source of
in Item 601 of    Incorporation
Regulation S-B    By Reference    Description

3.1                               Articles of Incorporation

         .1       (3)-1           Our company's  certificate  of  incorporation,
                                  as of December 8, 1964
         .2       (3)-2           Amendment  to  our   company's  certificate of
                                  incorporation, dated July 5, 1995.
         .3       (3)-3           Amendment  to  our  company's   certificate of
                                  incorporation, dated July 7, 1999.
         .9       (3)-4           Certificate  of  Designation    Preferences  &
                                  Rights of  Class  A  Preferred  Stock,   dated
                                  July 3, 2000.
         .4       (3)-5           Amendment  to  our   company's certificate  of
                                  incorporation, dated February 19, 2001
         .5       (3)-5           Certificate  of  Designation    Preferences  &
                                  Rights  of  Class  A  Preferred   Stock, dated
                                  February 12, 2001.

3.2                               Bylaws

         .2       (3)-6          Amended & Restated Bylaws as of December, 1998.
         .3       (3)-7           Amended & Restated Bylaws as of December 1999.

5                  9               Opinion Re: Legality and Consent

10                                Material Contracts:
         .85       10             Superseder  and  Settlement  Agreement between
                                  the Company and G. Richard Chamberlin
         .86       21             Superseder  and  Settlement  Agreement between
                                  the Company and George Franjola
         .87       32             Superseder  and  Settlement  Agreement between
                                  the Company and Vanessa H. Lindsey
         .88       43             Superseder  and  Settlement Agreement  between
                                  the Company and Edward C. Dmytryk
         .89       54             Superseder and  Settlement  Agreement  between
                                  the Company and Doug Wilson
         .90       65             Superseder  and  Settlement  Agreement between
                                  the Company and David Cantley
         .91       76             Superseder and  Settlement  Agreement  between
                                  the Company and Larry Van Etten

23                                Consent of Experts
         .4        8              Consent of Daskal, Bolten, Manela & Devlin


(3)-1     Incorporated by reference, as permitted by Commission Rule 12b-23,from
          "Part III, Item 13(c),  Exhibits," from the  correspondingly  numbered
          exhibit filed with our  company's  report on Form 10- KSB for the year
          ended December 31, 1991.

                                       6

<PAGE>



(3)-2     Incorporated by reference, as permitted by Commission Rule 12b-23,from
          "Part III, Item 13(c),  Exhibits," from the  correspondingly  numbered
          exhibit filed with our  company's  report on Form 10- KSB for the year
          ended December 31, 1999.

(3)-3     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Item 7(c), Exhibits," from the correspondingly  numbered exhibit
          filed with our company's  report on Form 8-K filed with the Commission
          on July 12, 1999.

(3)-4     Incorporated by reference, as permitted by Commission Rule 12b-23,from
          "Part III, Item 13(c),  Exhibits," from the  correspondingly  numbered
          exhibit filed with our  company's  report on Form 10- KSB for the year
          ended June 30, 2000.

(3)       -5 Incorporated by reference,  as permitted by Commission Rule 12b-23,
          from "Item 7(c), Exhibits," from the correspondingly  numbered exhibit
          filed with our company's  report on Form 8-K filed with the Commission
          on April 30, 2001.

(3)-6     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Part II, Item 6,  Exhibits," from the  correspondingly  numbered
          exhibit  filed  with  our  company's  report  on Form  10- QSB for the
          quarter ended September 30, 1998.

(3)-7     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Item 7(c), Exhibits," from the correspondingly  numbered exhibit
          filed with our company's  report on Form 8-K filed with the Commission
          on December 16, 1999.


                                       7
<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                            AMERINET GROUP.COM, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                             11-2050317
State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

        2500 North Military Trail, Suite 225-C, Boca Raton, Florida 33431
           (Address of Principal Executive Offices including zip code)

                       Superseder and Settlement Agreement
                            (Full title of the plan)

                            Jeffery G. Klein, Esquire
                      980 North Federal Highway, Suite 406
                            Boca Raton, Florida 33431
                     (Name and address of agent for service)
                                 (561) 368-0993
          (Telephone number, including area code, of agent for service)

Title of Class of Securities Amount to be Offering Price Proposed Maximum Amount
of to be Registered Registered Per Share(1) Aggregate Offering Fee Price

Common Stock, $.01   635,575         $.43            $273,297           $72.15
par value

1)   Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
     solely for the purpose of  calculating  the  registration  fee and not as a
     representation  as to any actual  proposed  price.  The offering  price per
     unit,  maximum aggregate  offering price and registration fee is based upon
     the  average  of the high and the low price in the  market  for the  common
     stock on June 4, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to Rule 428(b)(1),  the information required by Part 1 is included
in  documents  sent or given to each  employee of AmeriNet  Group.com,  Inc.,  a
Delaware corporation (the "Company").

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following   documents  are   incorporated   by  reference   into  this
Registration Statement and made a part hereof:

(a)  The Company's Form 10-KSB filed on October 13, 2000 for the year ended June
     30, 2000 filed thereto under Section 13(a) or 15(d) of Securities  Exchange
     Act of 1934,  as amended (the  "Exchange  Act"),  as well as the  Company's
     latest  quarterly  reports of Form 10-QSB for the quarters ended  September
     30, 2000, December 31, 2000 and March 31, 2001.

(b)  All other  reports  which may be filed by the  Company  pursuant to Section
     13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
     by the Company document referred to in (a) immediately above.

(c)  Any  statement  contained  in a  document  incorporated  or  deemed  to  be
     incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
     superseded for purposed of this Registration Statement to the extent that a
     statement  contained  herein or in any other  subsequently  filed  document
     which also is or is deemed to be incorporated by reference  herein modifies
     or supersedes such statement. Any statement so modified or superseded shall
     not be deemed, except as so modified or superseded, to constitute a part of
     this Registration Statement.

(d)  Part III, Item 13(c), Exhibits," from the correspondingly  numbered exhibit
     filed with the Company's report on Form 10- KSB for the year ended December
     31, 1991.

(e)  Part III, Item 13(c), Exhibits," from the correspondingly  numbered exhibit
     filed with the Company's report on Form 10- KSB for the year ended December
     31, 1999.

(f)  Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed with
     the  Company's  report on Form 8-K filed  with the  Commission  on July 12,
     1999.

(g)  Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with
     the Company's report on Form 10- KSB for the year ended June 30, 2000.

(h)  Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed with
     the  Company's  report on Form 8-K filed with the  Commission  on April 30,
     2001.

(i)  Item 6, Exhibits," from the correspondingly numbered exhibit filed with the
     Company's report on Form 10- QSB for the quarter ended September 30, 1998.

(j)  Item 7(c), Exhibits," from the correspondingly  numbered exhibit filed with
     the Company's  report on Form 8-K filed with the Commission on December 16,
     1999.

                                       2
Item 4.   Description of Securities.

     The class of  securities  to be offered  hereby has been  registered by the
Company under Section 12 of the Exchange Act , and incorporated by reference.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the securities  offered will be passed upon for the Company
by the law firm of Jeffrey G. Klein, P.A. of Boca Raton, Florida.

     Daszkal,  Bolton  Manela  Devlin  & Co.  consent  to the  incorporation  by
reference of their report on the audited financial  statements  contained in the
Company's Form 10-KSB for the year ended June 30, 2000.

Item 6.  Indemnification of Directors and Officers.

     The Company shall indemnify to the fullest extent  permitted by, and in the
manner  permissible  under Section 145 of the Delaware General  Corporation Law,
any person made, or  threatened to be made, a party to an action or  proceeding,
whether criminal, civil, administrative or investigative,  by reason of the fact
that he is or was a  director  or  officer,  or served any other  enterprise  as
director,  officer or employee at our request.  The Board of  Directors,  in its
discretion,  shall have the power on our behalf to indemnify  any person,  other
than a director or officer,  made a party to any action,  suit or  proceeding by
reason of the fact that he/she is or was an employee.

     The Company may  indemnify our directors or officers if the person acted in
good faith and in a manner the person  reasonably  believed  was, at least,  not
opposed to the best  interests  of the  corporation.  In the event of a criminal
action  or  proceeding,  indemnification  is not  available  if the  person  had
reasonable cause to believe their action was unlawful.

     Further,  in an action brought by us or in our right, if the person,  after
exhaustion  of all appeals,  is found to be liable to us, or if the person makes
payment to us in settlement of the action,  indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably  entitled to indemnification.  Such discretionary  indemnification is
available only as authorized on a case-by- case basis by: (1) the  stockholders;
(2) a majority of a quorum of the Board of  Directors  consisting  of members of
the Board who were not  parties  to the  action,  suit or  proceeding;  (3) if a
majority  of a quorum of the Board of  Directors  consisting  of  members of the
board who were not  parties to the  action,  suit or  proceeding  so orders,  by
independent legal counsel in a written opinion;  or (4) if a quorum of the Board
of  Directors  consisting  of members  of the Board who were not  parties to the
action cannot be obtained, by independent legal counsel in a written opinion.

     To the extent  that the  Company's  director  or officer is  successful  in
defending against an action, suit or proceeding brought against that person as a
result of their  current or former  status as an officer  or  director,  it must
indemnify the person against all expenses  actually and  reasonably  incurred by
the person in  connection  with their  defense.  The  Company  may also  advance
expenses of officers  and  directors  incurred in  defending a civil or criminal
action as they are incurred,  upon receipt of an  undertaking by or on behalf of
the director or officer to repay such expenses if it is ultimately determined by
a court of competent  jurisdiction that such officer or director is not entitled
to be  indemnified by the  corporation  because such officer or director did not
act in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation.

     The  foregoing  shall not be deemed  exclusive of any other rights to which
the  indemnified  party may be  entitled  and that the scope of  indemnification
shall  continue  as to  directors  or  officers  who have  ceased  to hold  such
positions and to their heirs, executors and administrators.

     The  Company  may  also  provide   insurance,   or  make  other   financial
arrangements such as a program of self-insurance, for our directors or officers.
Such insurance may provide coverage for any liability asserted

                                       3
against the person and  liability  and expenses  incurred by the person in their
capacity  as a  director  or officer  or  arising  out of their  status as such,
whether or not we have  authority to indemnify the person against such liability
and expenses.  However, no financial arrangement made pursuant to this paragraph
may  provide   protection  for  a  person  adjudged  by  a  court  of  competent
jurisdiction,  after  exhaustion  of all  appeals  therefrom,  to be liable  for
intentional misconduct, fraud or a knowing violation of law, except with respect
to the advancement of expenses or indemnification ordered by a court.

     The Company's By-laws provide for the  indemnification of its directors and
officers  to the  maximum  extent  provided  by law.  It is the  position of the
Commission and certain state securities administrators that any attempt to limit
the liability of persons controlling an issuer under the federal securities laws
or  state   securities   laws  is  contrary  to  public   policy  and  therefore
unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8.  Consultants, Employees and Advisors

     The  following  employees  will  be  issued  securities  pursuant  to  this
Registration Statement:

Name                                Number           Type of Services Provided

Larry Van Etten                     178,643                   Employment
George Franjola                      74,101                   Employment
Vanessa Lindsey                      90,658                   Employment
Ed Dmytryk                          187,741                   Employment
Doug Wilson                          92,216                   Employment
Richard Chamberlain                   2,000                   Legal
David Cantley                        10,216                   Accounting

Item 9.  Exhibits.

See Exhibit Index and Exhibits attached hereto.

Item 10.  Undertakings.

The undersigned Company hereby undertakes:

(1)  To file, during any period in which it offers or sells  securities,  a post
     effective amendment to this Registration Statement to:

     (i)  Include any prospectus  required by section 10(a)(3) of the Securities
          Act of 1933, as amended (the "Securities Act");

    (ii)  Reflect in the prospectus any facts or events which,  individually  or
          together,  represent a fundamental  change in the  information  in the
          registration  statement;   and  notwithstanding  the  foregoing,   any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and any  deviation  from the low or high of the estimated
          maximum  offering  range may be  reflected  in the form of  prospectus
          filed  with  the  Commission  pursuant  to  Rule  424(b)  if,  in  the
          aggregate,  the changes in the volume and price represent no more than
          twenty  percent (20%) change in the maximum  aggregate  offering price
          set  forth  in the  "Calculation  of  Registration  Fee"  table in the
          effective registration statement.

                                       4
(iii)  Include any additional or changed material  information on the plan of
          distribution.

(2)  For  determining  liability  under  the  Securities  Act,  treat  each post
     effective  amendment  as a new  registration  statement  of the  securities
     offered,  and the offering of the securities at that time to be the initial
     bona fide offering.

(3)  For   determining  any  liability  under  the  Securities  Act,  treat  the
     information  omitted  from  the  form of  prospectus  filed as part of this
     registration  statement in reliance  upon Rule 430A and contained in a form
     of prospectus  filed by the small business issuer under Rule 424(b)(1),  or
     (4) or  497(h)  under  the  Securities  Act as part  of  this  registration
     statement as of the time Commission declared it effective.

(4)  For  determining  any liability  under the Securities  Act, treat each post
     effective  amendment as a new  registration  statement  for the  securities
     offered,  and the offering of the securities at that time to be the initial
     bona fide offering.

     Insofar as indemnification for liabilities arising under the Securities Act
, may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise,  the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  in against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a Court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act , the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this  Registration  Statement on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Boca  Raton,  State of  Florida,  on June 4, 2001.  Pursuant  to the
requirements of the Securities Act , this Registration Statement has been signed
by the following persons in the capacities and on the date indicated:

AmeriNet Group.com , Inc.

/s/ Ed Dmytryk                                               DATE: June 4, 2001
By: Ed Dmytryk, president
2500 North Military Trail, Suite 225-C
Boca Raton, Florida 33431
(561)998-3435

                                       5
EXHIBIT INDEX

Designation       Page
of Exhibit        Number
as Set Forth      or Source of
in Item 601 of    Incorporation
Regulation S-B    By Reference    Description

3.1                               Articles of Incorporation

         .1       (3)-1           Our company's  certificate  of  incorporation,
                                  as of December 8, 1964
         .2       (3)-2           Amendment  to  our   company's  certificate of
                                  incorporation, dated July 5, 1995.
         .3       (3)-3           Amendment  to  our  company's   certificate of
                                  incorporation, dated July 7, 1999.
         .9       (3)-4           Certificate  of  Designation    Preferences  &
                                  Rights of  Class  A  Preferred  Stock,   dated
                                  July 3, 2000.
         .4       (3)-5           Amendment  to  our   company's certificate  of
                                  incorporation, dated February 19, 2001
         .5       (3)-5           Certificate  of  Designation    Preferences  &
                                  Rights  of  Class  A  Preferred   Stock, dated
                                  February 12, 2001.

3.2                               Bylaws

         .2       (3)-6          Amended & Restated Bylaws as of December, 1998.
         .3       (3)-7           Amended & Restated Bylaws as of December 1999.

5                  9               Opinion Re: Legality and Consent

10                                Material Contracts:
         .85       10             Superseder  and  Settlement  Agreement between
                                  the Company and G. Richard Chamberlin
         .86       21             Superseder  and  Settlement  Agreement between
                                  the Company and George Franjola
         .87       32             Superseder  and  Settlement  Agreement between
                                  the Company and Vanessa H. Lindsey
         .88       43             Superseder  and  Settlement Agreement  between
                                  the Company and Edward C. Dmytryk
         .89       54             Superseder and  Settlement  Agreement  between
                                  the Company and Doug Wilson
         .90       65             Superseder  and  Settlement  Agreement between
                                  the Company and David Cantley
         .91       76             Superseder and  Settlement  Agreement  between
                                  the Company and Larry Van Etten

23                                Consent of Experts
         .4        8              Consent of Daskal, Bolten, Manela & Devlin

(3)-1     Incorporated by reference, as permitted by Commission Rule 12b-23,from
          "Part III, Item 13(c),  Exhibits," from the  correspondingly  numbered
          exhibit filed with our  company's  report on Form 10- KSB for the year
          ended December 31, 1991.

                                       6
(3)-2     Incorporated by reference, as permitted by Commission Rule 12b-23,from
          "Part III, Item 13(c),  Exhibits," from the  correspondingly  numbered
          exhibit filed with our  company's  report on Form 10- KSB for the year
          ended December 31, 1999.

(3)-3     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Item 7(c), Exhibits," from the correspondingly  numbered exhibit
          filed with our company's  report on Form 8-K filed with the Commission
          on July 12, 1999.

(3)-4     Incorporated by reference, as permitted by Commission Rule 12b-23,from
          "Part III, Item 13(c),  Exhibits," from the  correspondingly  numbered
          exhibit filed with our  company's  report on Form 10- KSB for the year
          ended June 30, 2000.

(3)       -5 Incorporated by reference,  as permitted by Commission Rule 12b-23,
          from "Item 7(c), Exhibits," from the correspondingly  numbered exhibit
          filed with our company's  report on Form 8-K filed with the Commission
          on April 30, 2001.

(3)-6     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Part II, Item 6,  Exhibits," from the  correspondingly  numbered
          exhibit  filed  with  our  company's  report  on Form  10- QSB for the
          quarter ended September 30, 1998.

(3)-7     Incorporated  by reference,  as permitted by  Commission  Rule 12b-23,
          from "Item 7(c), Exhibits," from the correspondingly  numbered exhibit
          filed with our company's  report on Form 8-K filed with the Commission
          on December 16, 1999.

                                       7