SEC 873  (5/99)

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


                                February 27, 2001
                Date of Report (Date of earliest reported event)


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


                                    Delaware
                  (State or other jurisdiction of incorporation


                                    000-03718
                            (Commission File Number)


                                   65-0957587
                        (IRS Employer Identification No.)


                            Crystal Corporate Center;
                    2500 North Military Trail, Suite 225-C;
                           Boca Raton, Florida 33431

               (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)

                                     Page 1






                 CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS

         The Private  Securities  Litigate  Reform Act of 1995  provides a "safe
harbor" for  forward-looking  statements.  Certain of the  statements  contained
herein,  which are not historical  facts,  are  forward-looking  statements with
respect to events,  the  occurrence of which  involve  risks and  uncertainties.
These  forward-looking   statements  may  be  impacted,   either  positively  or
negatively,  by various factors.  Information  concerning potential factors that
could affect the  Registrant is detailed  from time to time in the  Registrant's
reports  filed  with the  Commission.  This  report  contains  "forward  looking
statements" relating to the Registrant's current expectations and beliefs. These
include statements concerning operations,  performance,  financial condition and
anticipated  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
which are beyond the Registrant's control.  Should one or more of these risks or
uncertainties  materialize  or should the  Registrant's  underlying  assumptions
prove incorrect,  actual outcomes and results could differ materially from those
indicated in the forward looking statements.

                                     CONTEXT

         The  information  in  this  report  is  qualified  in its  entirety  by
reference to the entire  report;  consequently,  this report must be read in its
entirety.  This is especially  important in light of material  subsequent events
disclosed. Information may not be considered or quoted out of context or without
referencing  other  information  contained in this report  necessary to make the
information considered, not misleading.


                       INFORMATION INCLUDED IN THE REPORT

ITEM 5.           OTHER EVENTS.

Acquisition of Park City Group, Inc.

     AmeriNet  Group.com,  Inc.  ("our  company")  signed a letter  of intent on
February  27,  2001,which  was ratified by our  company's  board of directors on
March 9, 2001,  to acquire  Park City  Group,  Inc.  ("Park  City"),  a software
developer.  A copy of the letter of intent,  our  company's  press release dated
March 12,  2001,  Park City  unaudited  financial  statements  and  confidential
projections are included as exhibits to this report.



ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

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

(10)                              Material Contracts

         (i)                      Material agreements pertaining to our Company

         .78      4               Letter of Intent between our company and Park
                                  City, dated February 27, 2001

(99)                              Additional Exhibits

                                     Page 2






         .56      12             Our  company's  press  release dated March 12,
                                  2001.
         .57      14             Park City's unaudited financial statements and
                                  confidential projections.






                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
our  Company  has duly  caused  this  report to be  signed on its  behalf by the
undersigned hereunto duly authorized.

                                                AmeriNet Group.com, Inc

Dated: March 14, 2001                           /s/ Edward C. Dmytryk
                                               ---------------------------------
                                               Edward C. Dmytryk
                                               President



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