<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>4
<FILENAME>exb_2-3.txt
<DESCRIPTION>SECOND AMENDMENT TO REORGANIZATION AGREEMENT
<TEXT>

                  SECOND AMENDMENT TO REORGANIZATION AGREEMENT

     This Second Amendment to Reorganization  Agreement ("Second  Amendment") is
entered  into  as of the  13th  day of  June,  2001,  by  and  between  AMERINET
GROUP.COM,  INC., a Delaware corporation ("AmeriNet");  and RANDALL K. FIELDS, a
Utah  resident,   and  RIVERVIEW  FINANCIAL  CORP.,  a  California   corporation
(collectively, the "Park City Group's Participants ").

                                    RECITALS

     WHEREAS, AmeriNet and the Park City Group's Participants previously entered
into that certain  Reorganization  Agreement,  dated May 31, 2001, as amended on
June 11, 2001 (the "Reorganization Agreement"); and

     WHEREAS,  AmeriNet and the Park City Group's Participants desire to further
amend the Reorganization Agreement as provided herein.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the mutual agreements set forth herein
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  AmeriNet and the Park City Group's Participants agree
that the Reorganization Agreement shall be amended as follows:

     1.   Definitions.

          Terms used in this Second  Amendment and not otherwise  defined herein
          shall  have the same  meanings  as are set forth for such terms in the
          Reorganization Agreement.


     2.   Warrants and Debt Surviving Closing.

          The Reorganization  Agreement contemplates the survival beyond Closing
          of a Yankees  warrant to purchase up to  1,000,000  shares of AmeriNet
          common stock at an exercise price of $.22 per share. The Parties agree
          that (a)  prior to or  concurrently  with the  Closing,  Yankees  will
          deliver said  warrant to purchase up to  1,000,000  shares of AmeriNet
          common  stock to  AmeriNet  and the  warrant  and the  related  agency
          agreement will be cancelled; (b) in consideration of the surrender and
          cancellation of the warrant,  the repayment of amounts paid by Yankees
          or  its  affiliates,  on  behalf  of  AmeriNet,   representing  legal,
          accounting and other closing costs, up to an aggregate  maximum amount
          of $60,000,  will be an  obligation  of AmeriNet  and will survive the
          Closing;  and (c)  subsequent  to the Closing,  AmeriNet will issue to
          Yankees or its  affiliates,  and Yankees or its  affiliates  agrees to
          accept in full payment of the amounts  carried  over and  described in
          Subsection 2(b) hereof,  a number of shares of  unregistered  AmeriNet
          common stock  (rounded to the next share to avoid  fractional  shares)
          equal to such  amount  divided  by $.17 per  share,  for a maximum  of
          352,942 shares. Any provisions of the  Reorganization  Agreement which
          are contrary to or inconsistent with the foregoing are hereby amended,
          and shall be construed, so as to be consistent herewith.

     3.   AmeriNet Exhibits. The AmeriNet's Exhibits are hereby amended in their
          entirety as attached hereto as Exhibit A.

     4.   No Other  Amendment.  Except as  expressly  amended  pursuant  to this
          Second  Amendment,  the terms of the  Reorganization  Agreement  shall
          remain in full force and effect.

     5.   Counterparts.  This  Second  Amendment  may be executed in one or more
          counterparts,  each of which  shall be deemed an  original  and all of
          which together shall constitute one and the same document.



<PAGE>



     IN WITNESS  WHEREOF,  the parties have executed this Second Amendment as of
the date first set forth above.

                AMERINET GROUP.COM, INC., a Delaware corporation



                                            By:    /s/ Edward Dmytryk

                                            Its:       President



                       RANDALL K. FIELDS, a Utah resident

                                                   /s/ Randall K. Fields

               RIVERVIEW FINANCIAL CORP., a California corporation



                                            By:    /s/ Randall K. Fields
                                           Its:        President

     Section 2 of this Agreement  Acknowledged and Consented to by Yankees,  for
itself and its affiliates


                 YANKEES COMPANIES, INC., a Florida corporation

                                            By:    /s/ Leonard Tucker
                                            Its:       President


<PAGE>
                                    EXHIBIT A
                            AMENDED AMERINET EXHIBITS

                        AMERINET'S EXHIBITS AMENDMENT #2

     The  following  Exhibits are being  delivered  by AmeriNet  pursuant to the
Reorganization Agreement,  dated May 31, 2001, between Randall K. Fields, a Utah
resident,  Riverview  Financial  Corp., a California  corporation,  and AmeriNet
Group.com, a Delaware corporation (the "Reorganization Agreement").

     Any information disclosed in one Exhibit shall be deemed to be disclosed in
all Exhibits to which such  information is  applicable.  References to Articles,
Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs
and  Exhibits of the  Reorganization  Agreement  and/or  these  Exhibits.  These
Exhibits are  incorporated  by reference  into and shall be deemed a part of the
Reorganization Agreement.

     No reference  in these  Exhibits to any  agreement  or  documents  shall be
construed as an admission or  indication to any other party other than Park City
Group,  Inc.  that such  agreement  or document is  enforceable  or currently in
effect  under such  agreement  or  document.  No  disclosure  in these  Exhibits
relating  to any  possible  breach  or  violation  of  any  agreement,  law,  or
regulation  shall be construed as an admission or  indication to any party other
than Park City  Group,  Inc.  that any such  breach or  violation  exists or has
actually occurred.



                                  Exhibit 1.1O
                        Consulting Agreement with Yankees

         A copy of the consulting agreements between Yankees and AmeriNet has
been provided to Park City.


<PAGE>

                                  Exhibit 3.2B
                               Options & Warrants

     AmeriNet has established  four stock option plans:  (1)  Non-qualified  and
incentive stock option plan , effective  January 1, 2000; (2)  Non-qualified and
incentive  stock option plan ,  effective  March 8, 2000;  (3) 2001  Officers' &
Directors' Stock Option Plan,  effective as of January 1, 2001; and (4) AmeriNet
Communications,  Inc.  Incentive  Stock Option Plan  Indenture,  effective as of
October  1,  2000.   Other  options  and  warrants  were  granted   pursuant  to
acquisitions  or to  current  stockholders.  Park City  Group has been  provided
copies of all four  plans and all  warrants  and award  certificates.  The table
provides  information related to the options to purchase AmeriNet's common stock
as of May 31, 2001.

<TABLE>
<S>                       <C>                    <C>              <C>             <C>                <C>

Name                     Title/ Description      Amount           Price          Granted             Exercisable
Officers Warrants
for Employment
Michael Jordan           President               100,000w*        $0.69w         8/19/99             9/1/00 to 8/31/03
Larry Van Etten          President               100,000w*        $0.56w         5/22/00             7/1/01 to 6/30/04
Larry Van Etten          President               50,000w          $0.60w         5/22/00             5/22/00 to 8/19/00
David Cantley            CFO                     50,000w *        $1.4325w       2/17/00             7/1/01 to 6/30/04
                                                 50,000w *        $0.5625w       5/26/00             7/1/01 to 6/30/04
Vanessa Lindsey          Secretary               15,000w *        $1.28w         11/11/99            1/1/01 to 12/31/02
Director's Options       2000 Plan dated
                         January 1, 2000
                         1,000,000 shares
Saul B. Lipson           Director Audit C        50,000w          $1.0625w       10/26/99            1/1/01 to 2/31/02
Michael H. Jordan        Director Exec. C        30,000           $1.44          11/4/99             *        12/31/02
Richard Chamberlin       Director, Exec. M       25,000           $1.44          11/4/99             *        12/31/02
Anthony Joffe            Director , Exec M       35,000           $1.44          11/4/99             *        12/31/02
Ed Dmytryk               Director, Audit M       25,000           $1.44          11/4/99             *        12/31/02
David Cantley            Director                6,000            $1.44          2/17/00             *        12/31/02
Vanessa Lindsey          Director, Exec. M       16,200           $1.44          4/6/00              *        12/31/02
Larry Van Etten          Director, Exec. M       12,600           $1.44          5/22/01             *        12/31/02
Bruce Gleason            Director                15,000           $1.44          11/4/99             *        12/31/02
TOTALS                    470,200 shares left    529,800 *                       There are 2,000,000 left under the
                         under the plan          shares                          March 31, 2000 plan
                                                 granted
Directors Options        January 1, 2001
                         Option Plan for
                         1,000,000 shares
Doug Wilson              Director, Exec. M       9,000            $0.27          4/16/01             4/16/01-12/31/03

<PAGE>

Larry Van Etten          Director, Exec. M       9,000            $0.27          4/16/01             4/16/01-12/31/03
Vanessa Lindsey          Director Exec. M        9,000            $0.27          4/16/01             4/16/01-12/31/03
Ed Dmytryk               Director Exec C.        11,000           $0.27          4/16/01             4/16/01-12/31/03
Tony Joffe               Director, Audit M       15,000           $0.27          4/16/01             4/16/01-12/31/03
J. Bruce Gleason         Director                5,000            $0.27          4/16/01             4/16/01-12/31/03
Richard Chamberlin       Director,               5,000            $0.27          4/16/01             4/16/01-12/31/03
David Cantley            Director                5,000            $0.27          4/16/01             4/16/01-12/31/03
Charles Champion         Director, Audit C       15,000           $0.27          4/16/01             4/16/01-12/31/03
TOTALS                    917,000 shares left    83,000
                         under theplan           shares
                                                 granted
Warrants &
Options(held by
persons involved
in acquisition of
subsidiaries)
Arthur & Joann           Trilogy                 6,667w           $0.75          11/30/99        11/30/99 to  11/30/04
Calabro
George Campen            Trilogy                 3,333w           $0.75          11/30/99        11/30/99 to  11/30/04
Antares Capital          Trilogy                 47,273w          $0.75          11/30/99        11/30/99 to  11/30/04
Management
Daniel Conroy            Trilogy                 10,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Bill and Dawn            Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
DeRosa
Donald Downs             Trilogy                 12,667           $0.75          11/30/99        11/30/99 to  11/30/04
Peter Glint              Trilogy                 13,333w          $0.75          11/30/99        11/30/99 to  11/30/04
John Goodman             Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Maxwell                  Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
Hazelwood
John & Penny             Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Holmes
Stephen Holmes           Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Robert Imparato          Trilogy                 5,000w           $0.75          11/30/99        11/30/99 to  11/30/04
SOG Investments          Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Robert & Janet           Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Lewis
John & Barbara           Trilogy                 3,333w           $0.75          11/30/99        11/30/99 to  11/30/04
Meeks
Ronald Musich            Trilogy                 20,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Enid & Bernard           Trilogy                 10,000w          $0.75          11/30/99        11/30/99 to  11/30/04
Rudd
James Engstrom           Trilogy                 6,667w           $0.75          11/30/99        11/30/99 to  11/30/04

Jonathan Eichner         Investor                50,000w          $0.75                          3/1/00 to 6/30/02
Debra Elenson            Investor                100,000w         $0.75                          3/1/00 to 6/30/02

</TABLE>

*    Shares which were  granted  under the  Non-qualified  and  incentive  stock
     option plan, effective January 1, 2000.

w    means warrant, all others are options


<PAGE>

                                      3.2B4
                               Registration Rights

1.    List of persons with registration rights:

         Debra Elenson                        100,000 shares and 100,000 shares
                                              for warrants
         Jonathan Eichner                     100,000 shares and 50,000 shares
                                              for warrants
         Scott Heicken                        100,000 shares
         K. Walker, LTD.                      250,001 shares
         Joseph D. Radcliffe                  67,000 shares
         Hamilton, Lehrer & Dargan, P.A.      50,000 shares

     However, all such shares have met Rule 144 holding periods,  except for the
150,000 shares reserved for warrants and the 50,000 shares for Hamilton,  Lehrer
& Dargan, P.A.

2.   The  securities  that will be  registered  on the  initial  SB-2 filed post
     closing will include:

         A.       Coast to Coast Realty              173,908
         B.       Bolina Trading Corp. SA            700,000
         C.       SKRD Trading Corp.                 10,000
         D.       Vanessa H. Lindsey                 90,680
         E.       Edward Dmytryk                     16,660
         F.       Robert Pozner                      666,680
         G.       K. Walker                          761,346
         H.       Debra Elenson                      836,680
         I.       Jonathan Eichner                   816,680
         J.       Scott Heiken                       266,680
         K.       Palm Air                           916,914
         L.       Larry Holman                       ( .333 of his 500,000 PC
                                                     shares converted to ABUY
                                                     shares )
         M.       Debra Elenson                      100,000  shares for warrant
         N.       Jonathan Eichner                   50,000 shares for warrant


<PAGE>



                                  Exhibit 3.2C3
                    Financial Representations and Disclosure


     3.2C3c(1):  Except  for the  divestiture  of  AmeriNet's  subsidiaries,  as
required by Park City Group, as a condition to this transaction

     3.2C3c(4):  Goodwill(an  intangible  asset) has been and will be materially
reduced as a result of the divestitures of AmeriNet's subsidiaries,  as required
by Park City Group, as a condition to this transaction

     3.2C3c(7):  Except for distributions of securities as required by Park City
Group, as a condition to this transaction

     3.2C3c(8):  Except for the sale or issuance  of  AmeriNet's  Capital  Stock
which is sold or granted in the ordinary course of business. However at closing,
not more than 27,300,000  shares of common stock will be  outstanding.  Attached
are copies of the common and preferred stock ledgers used by management.

     3.2C3c(9):  Except for a revolving loan agreement  between AmeriNet and the
Yankee  Companies,  Inc.("Yankees"),  dated May 5, 2000, and a convertible  loan
agreement  between  AmeriNet  and  Yankees,  dated  May 7,  2001.  However,  the
revolving loan agreement has been terminated.  Copies have been supplied to Park
City Group, along with a copy of the termination  agreement between AmeriNet and
Yankees,  dated May 23, 2001.  The  convertible  loan agreement has not yet been
terminated,  but will be  terminated at closing when the  outstanding  principal
will be converted to AmeriNet common stock at $0.17 per share.


<PAGE>


List of Common Shares Issued from December 1998 to May 31,2001
<TABLE>
<S>         <C>          <C>                                  <C>               <C>                <C>               <C>
Date        Amount of    Subscriber                           Total Offering    Total             Registration      Effective
issued      Securities                                        Consideration     Discounts or      Exemption         Date
            sold                                                                Commission        relied on
            4,166,148
12/9/98     630,000      Blue Lake Capital Corp               $0.02             None              (2)               11/06/98
12/9/98     108,750      M. Tucker C/F Shayna Tucker          $0.02             None              (2)               11/06/98
12/9/98     108,750      M. Tucker C/F Montana Tucker         $0.02             None              (2)               11/06/98
12/9/98     435,000      The Yankee Companies, Inc.("Yankees")$0.02             None              (2)               11/06/98
12/9/98     217,500      Calvo Family                         $0.02             None              (2)               11/06/98
12/9/98     50,000       Yankees                                                None (6)          (2)
12/9/98     125,000      R. Chamberlin                        $0.02             None              (2)               11/23/98
12/9/98     62,500       Anthony Joffe                        $0.02             None              (2)               11/23/98
12/9/98     62,500       Penny Field                          $0.02             None              (2)               11/23/98
12/9/98     25,000       Carrington                                             None (7)          (2)
5/25/99     50,000       Richard Chamberlin               for legal services(8) None              (2)               05/25/99

5/25/99     47,000       E. Granville Smith          settlement Bolina 30,000   None              (2)
                                                     shares and  K. Walker 17,000                                   03/19/99

5/25/99     150,000      Yankees                     Calvo settlement     (9)   None              (2)               02/18/99
7/26/99     1,769        Lynn Poppitti               AITC reorganization  (10)    (4)             (1)               06/25/99
7/26/99     1,105,325    Mike Umile                  AITC reorganization  (10)    (4)             (1)               06/25/99

7/26/99     1,127,431    Bruce Gleason               AITC reorganization  (10)    (4)             (1)               06/25/99
9/29/99     122,500      Yankees                     AITC reorganization  (10)    (4)             (1)               06/25/99
9/29/99     20,000       Vanessa Lindsey       Part of Yankees AITC shares (10)   (4)             (1)               06/25/99
9/29/99     2,500        Ilene Scheinbart     Part of Yankees AITC shares  (10)   (4)             (1)               06/25/99
9/29/99     5,000        Warren Hirt          Part of Yankees AITC shares  (10)   (4)             (1)               06/25/99
10/7/99     15,000       Xcel            In lieu of interest on $75,000 loan(11) None             (2)               09/30/99
10/7/99     (126,238)    Bruce Gleason      sold his shares to Yankees for $0.25 None             (3)               08/25/99
10/7/99     (123,762)    Mike Umile         sold his shares to Yankees for $0.25 None             (3)               08/25/99
10/7/99     242,211      Yankees            bought from Gleason and Umile        None             (3)               08/25/99
10/7/99     7,789        Theodore & Susan Gill   part of Yankees bought from     None             (3)               08/25/99
                                                 Gleason and Umile
10/14/99    7,500        Internet Stock School       $6,075 of fixed assets (12) None             (2)               07/22/99
10/29/99    (841,378)    Bruce Gleason               AITC Recission              None             (2)               10/15/99
10/29/99    (841,378)    Mike Umile                  AITC Recission              None             (2)               10/15/99
11/1/99     190,000      Bolena                      $0.50   $  95,000           None             (2)               10/28/99
11/12/99    110,000      K. Walker                   $0.50   $  55,000           None             (2)               10/26/99
11/29/99    (94,602)     Yankees                     AITC Recission              None             (2)               10/15/99
12/7/99     2,211        Theodore & Susan Gill  AITC Stockholder and Exchanging  None             (2)               9/27/99
                                                     stockholders agreement      (10)
12/14/99    40,000       Jonathan Eichner            $0.50     $  20,000         None             (2)               06/23/99
12/14/99    100,000      Debra Elenson               $0.50     $  50,000         None             (2)               06/23/99
12/14/99    40,000       Evelyn Coleitti             $0.50     $   20,000        None             (2)               06/23/99
12/14/99    20,000       Debra Elenson               $0.50     $   10,000        None             (2)               09/08/99
12/14/99    80,000       Yankees                     $0.25     $   20,000         (4)             (2)               06/24/99
12/14/99    30,000       Yankees                     $0.25     $     7,500        (4)             (2)               09/03/99

<PAGE>

12/17/99    500,380      Michael Caputa           WRI merger                     None             (2)               11/12/99
12/17/99    10,000       J. Grant                 WRI merger                     None             (2)               11/12/99
12/17/99    10,000       J. Levy                  WRI merger                     None             (2)               11/12/99
12/17/99    10,620       Source Marketing         WRI merger                     None             (2)               11/12/99
12/17/99    13,319       Yankees                  WRI merger                      (4)             (2)               11/12/99
12/17/99    2,500        Warren Hirt              Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    1,000        Ilene Scheinbart         Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    3,500        Vanessa Lindsey          Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    13,275       Bruce Gleason            Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    13,275       Mike Umile               Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    6,231        Lynn Poppitti            Part of Yankees WRI shares(14)  (4)             (2)               11/12/99
12/17/99    100,000      Vanessa Radcliffe        $0.50      $   50,000          None             (2)               11/10/99
TOTAL       8,164,126
01/04/00    16,000       Arthur Y. & Joann Calabro Trilogy Reorganization  (15)  None              (1)               12/01/99
                         JTWROS
01/04/00    8,000        George B. Campen         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    113,454      Antares Capital
                               Management, Inc.   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    24,000       Daniel Conroy            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Bill & Dawn DeRosaJTWROS Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    31,333       Donald J. Downes         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    32,000       Peter Glint              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       John B. Goodman          Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Maxwell G. Hazelwood     Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000  John & Penny R. MaxwellJTWROS Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       Stephen P. Holmes        Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    12,000       Bob Imparto              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       SOG Investments, Inc.    Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    48,000       Robert M. Lewis & Janet  Trilogy Reorganization   (15)  None              (1)               12/01/99
                         L. Lewis   JTWEROS
01/04/00    8,000        John J. Meeks Sr.&       Trilogy Reorganization   (15)  None              (1)               12/01/99
                          Barbara MeeksJTWROS
01/04/00    48,000       Ron Musich               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    24,000   Enid & Bernard Rudd JTWROS   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    16,000       James W. Engstrom        Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    841,381      Dennis & Carol Berardi   Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    800          Stephen Berardi          Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    800          Dale Martin Hernandez    Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    576          Sheilla Horan            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    576          Lester Thornhill         Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    534          Jane Bicks               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    6,934        David Cantley            Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    309          Ann McEver               Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    309          Linda Loque              Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    412          Ruth Hinnick             Trilogy Reorganization   (15)  None              (1)               12/01/99
01/04/00    72,864       Yankees                  Trilogy Reorganization   (16)   (4)              (1)               12/01/99
01/04/00    90,863       Robert Pozner            Part of Yankees shares          (4)              (1)               12/1/99
                                                   for Trilogy Reorg.      (16)
<PAGE>

01/04/00    18,000       Calvo Family             Part of Yankees shares          (4)               (1)               12/1/99
                                                  for Trilogy Reorg (16)
1/12/00     200,000      Yankees                  $0.25   $   50,000              (4)               (2)               11/19/99
1/21/00     67,000       Joe Radcliffe            $0.75   $   50,250              None              (2)               12/16/99
5/2/00      133,334      K. Walker, Ltd.          $0.75   $  100,000              None              (2)               01/31/00
5/2/00      100,000      K. Walker, Ltd.          $0.75   $   75,000              None              (2)               03/09/00
5/2/00      100,000      K. Walker, Ltd.          $0.60   $   60,000              None              (2)               03/23/00
5/2/00      100,000      Jonathan Eichner         $0.75   $   75,000              None              (2)               01/31/00
5/2/00      100,000      Scott Heicken            $0.75   $   75,000              None              (2)               02/28/00
5/2/00      100,000      Debra Elenson            $0.75   $   75,000              None              (2)               01/31/00
5/2/00      200,000      Bolena Trading Corp. S.A.$0.60   $  120,000              None              (2)               03/15/00
6/15/00     200,000      Xcel Associates, Inc.    settlement     (17)             None              (2)               05/31/00
6/16/00     4,400        Donald Downes             Shares he didn't               (4)               (1)               12/01/99
                                                   originally receive (15)
6/30/00     11,100,005   Total
7/3/00      377,099      Gerald & Leigh Cunningham    Lorilei   (18)              (4)               (1)               05/11/00
                                                      Reorganization
7/3/00      114,504      Yankees as escrow agent      Lorilei reorganization
                                                      as escrow  agent            (4)               (1)               05/11/00
                                                                (18)
7/3/00      80,916       Bruce Brashear,
                         Esquire as escrow agent      Lorilei Reorganization
                                                      as escrow agent             (4)               (1)               05/11/00
                                                                (18)
7/3/00      9,427        Mike Umile                   Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      9,427        Bruce Gleason                Part of Yankees shares
                                                      for Lorilei Reorganization  (4)               (1)               05/11/00
                                                                (18)
7/3/00      8,869        George Franjola              Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                             (18)
7/3/00      4,987        K. Walker, Ltd.              Part of Yankees shares      (4)               (1)               05/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      5,000        Larry Van Etten              Part of Yankees shares      (4)               (1)               5/11/00
                                                      for Lorilei Reorganization
                                                                (18)
7/3/00      7,000        Yankees                      in consideration for use    (4)               (2)
                                                      of collateral by Xcel
                                                                (11)
7/13/00     200,000      Palmair, Inc.            $4,000    exercise of warrant
                                                                (19)              None              (2)               04/08/00
7/13/00     56,000       Yankees                  $0.125  $    7,000              (4)               (2)               06/16/00
7/13/00     50,000       George Franjola          $0.25   $   12,500              None              (2)               06/05/00
7/13/00     50,000       John Franjola            $0.25   $   12,500              None              (2)               06/05/00
7/13/00     12,000       Larry Van Etten          $0.25   $    7,000              None              (2)               06/08/00
7/13/00     12,000        Linda Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     16,000       American Express for
                          Larry Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     16,000       American Express for
                          Linda Van Etten         $0.25   $    7,000              None              (2)               06/08/00
7/13/00     12,129,234   Total
9/12/00     12,129,234   Total
11/8/00     (841,381)    Return of
                          Berardi's Stock    superseder and exchange agreement    None              (1)               06/30/00
                                                                (15)
<PAGE>
12/13/00    700,000      Yankees                  $0.125 Yankees converted $98, 500
                                                         of debt to equity        (4)               (2)               06/30/00
                                                                (20)
12/13/00    20,000       Coast to Coast Realty, Inc.  Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    5,000        Vanessa H. Lindsey           Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    9,000        George Franjola              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    50,000       Larry Van Etten              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    2,000        Nancy Molinari               Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    2,000        Sally Stroberg              Part of Yankees conversion
                                                                (20)              (4)               (2)               06/30/00
12/13/00    200,000      K. Walker, Ltd.             $0.25   $   50,000           None              (2)               05/16/00
12/13/00    16,667       K. Walker, Ltd.             $0.60   $   10,000.20        None              (2)               05/16/00
12/31/00    12,292,520   TOTAL
3/7/01      4,000        Arthur Y. & Joann Calabro   Trilogy Escrow
                                                                    (15)          None              (1)               12/01/99
3/7/01      2,000        George Campen               Trilogy Escrow
                                                                    (15)          None              (1)               12/01/99
3/7/01      28,364       Antares Capital
                          Management, Inc.           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      6,000        Daniel Conroy               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Bill & Dawn De Rosa         Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      8,933        Donald Downes               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      8,000        Peter Glint                 Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       John Goodman                Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Maxwell G. Hazelwood        Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       John B. Holmes &
                          Penny R. Mansell           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Stephen P. Holmes           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      3,000        Robert Imparato             Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       SOG Investments             Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Robert M. & Janet D. Lewis  Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      2,000        John L. Meeks &
                          Barbara Meeks              Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      12,000       Ronald Musich               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      6,000        Enid & Bernard Rudd         Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      4,000        James W. Engstrom           Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      200          Stephen Berardi             Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      200          Dale Martin Hernandez       Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      144          Sheilla Horan               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      144          Lester Thornhill            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      133          Jane Bicks                  Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      1,733        David K. Cantley            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      77           Margaret Mc Ever            Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      77           Linda Logue                 Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      103          Ruth Shinnick               Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      15,947       Yankees                     Trilogy Escrow (15)          None              (1)               12/01/99
3/7/01      10,000       Calvo Family                Trilogy Escrow (15)          None              (1)               12/01/99
                          Spendthrift Trust (AmeriNet Group)
3/7/01      16,947       Robert Pozner               Trilogy Escrow (15)          None              (1)               12/01/99
3/23/01     (15,947)     Yankees returned-
                          issued wrong number of     Trilogy Escrow (15)          None              (1)               12/01/99
                         shares on 3/7/01
3/23/01     5,000        Carrington Capital          Yankees compensation         None              (1)               12/1/99
                                                     Trilogy Escrow (15)
3/23/01     1,947        Yankees                     Trilogy Escrow (15)          None              (1)               12/1/99
3/31/01     12,479,522   TOTAL

4/26/01     (500,380)    Michael Caputa              Return of shares  pursuant
                                                      to WRI settlement agreement
                                                                    (13)
5/14/01     7,720        Frontline Processing        settlement on behalf         None              (1)
                                                      of Umile and Gleason AITC
5/3/01      484,752      Yankees                     Yankees exercise of warrant
                                                                   (21)           (4)               (2)
5/3/01      1,000,000    Calvo Family                Yankees exercise of warrant  (4)               (2)
                                                      and distributed shares back
                                                      to its stockholders
                                                                   (21)
<PAGE>

5/3/01      1,000,000    Tucker Family               Yankees exercise of warrant and                (2)
                                                      distributed shares back to its
                                                      stockholders (21)
5/23/01     10,000       Edward C. Dmytryk           escrow agent for WRI and                       (2)
                                                      PriMed agreement
5/28/01     173,908      Coast To Coast Realty, Inc. Services as corporation information            (2)
                                                      spokesperson May 2000 to May  2001
5/28/01     220,000      Bolina Trading Corp         conversion of debt to equity                   (2)
                                                     $55,000           @$0.25
5/28/01     10,000       SKRD Trading Corp           Conversion of preferred to common
5/28/01     90,680       Vanessa H. Lindsey          Conversion of preferred to common
5/28/01     16,660       Edward C. Dmytryk           Conversion of preferred to common
5/28/01     666,680      Robert Pozner               Conversion of preferred to common
5/31/01     227,860      K. Walker                   Conversion of preferred to common
5/31/01     480,000      Bolena                      Conversion of preferred to common
5/31/01     600,000      Calvo Family                Conversion of preferred to common
5/31/01     5,193,340    Yankees                     Conversion of preferred to common
5/31/01     186,680      Debra Elenson               Conversion of preferred to common
5/31/01     166,680      Jonathan Eichner            Conversion of preferred to common
5/31/01     166,680      Scott Heicken               Conversion of preferred to common
5/31/01     450,400      Palm Air                    Conversion of preferred to common
5/31/01     26,660       Leonard M. Tucker           Conversion of preferred to common
5/31/01     573,340      Blue Lake                   Conversion of preferred to common
6/8/01      178,643      Lawrence R. Van Etten       compensation and expenses                       S-8
6/8/01      74,101       George Franjola             compensation                                    S-8
6/8/01      90,658       Vanessa H. Lindsey          compensation                                    S-8
6/8/01      187,741      Edward C. Dmytryk           compensation and expenses                       S-8
6/8/01      92,216       Douglas L. Wilson           compensation                                    S-8
6/8/01      2,000        G. Richard Chamberlin       compensation                                    S-8
6/8/01      10,216       David K. Cantley            compensation                                    S-8
6/8/01      533,486      K. Walker                   Finders fee
6/8/01      466,514      Palm Air
6/8/01      650,000      Jonathan Eichner            finders fee
6/8/01      650,000      Debra Elenson               finders fee

6/8/01      319,122      Calvo Family Spendthrift Trust  Yankees exercise of warrant and
                                                         distributed shares back to its
                                                         stockholders (21)
6/8/01      319,121      Tucker Family Spendthrift Trust Yankees exercise of warrant and
                                                         distributed shares back to its
                                                         stockholders (21)
6/8/01     (5,000)      Sara Sanders                     AmeriNet purchased shares for $1500
</TABLE>

<PAGE>

27,300,000 total common stock outstanding


(1)       Section 4(2) of the  Securities  Act. In each case, the subscriber was
          required to represent  that the shares were  purchased for  investment
          purposes, the certificates were legended to prevent transfer except in
          compliance  with applicable laws and the transfer agent was instructed
          not to permit transfers unless directed to do so by our company, after
          approval  by its legal  counsel.  In  addition,  each  subscriber  was
          directed to review our company's filings with the Commission under the
          Exchange Act and was provided with access to our  company's  officers,
          directors, books and records, in order to obtain required information.

(2)       Section 4(6) of the  Securities  Act. In each case, the subscriber was
          required to represent  that the shares were  purchased for  investment
          purposes, the certificates were legended to prevent transfer except in
          compliance  with applicable laws and the transfer agent was instructed
          not to permit transfers unless directed to do so by our company, after
          approval by its legal counsel.  Each subscriber was directed to review
          our company's  filings with the Commission  under the Exchange Act and
          was provided with access to our company's officers,  directors,  books
          and records,  in order to obtain required  information;  and, a Form D
          reporting the transaction was filed with the Commission.

(3)       Section 4(1 1/2 ) of the Securities  Act. The  transaction  involved a
          private sale of restricted  securities  under the  exemption  commonly
          referred to as the Section 4 1 1/2 exemption.  The recipient  receives
          restricted  securities  but,  if  obtained  from a person not deemed a
          control person under  Commission  Rule 144, the recipient is permitted
          to "tack the  transferor's  holding period" for purposes of Commission
          Rule 144.

(4)       No commissions  or discounts  were paid to anyone in conjunction  with
          the sale of the foregoing  securities,  except that Yankees  exercised
          preferential  subscription  rights  granted by our company in Yankees'
          consulting  agreement or that it may be entitled to compensation based
          on the terms of its consulting agreement with our company.

(5)       Part of a private  placement  of  1,750,000  shares  of our  company's
          common stock required to raise  emergency  capital for our company and
          to induce  Yankees to provide  services  to our  company  and  recruit
          officers and directors while its consulting agreement with our company
          was being negotiated.


<PAGE>


          The shares were allocated by Yankees among its  stockholders and their
          families  and to three  individuals  who agreed to serve as members of
          our company's board of directors (one of whom who also agreed to serve
          as our company's secretary and general counsel).  Consideration was an
          aggregate of $35,000.

(6)       Reimbursement  for  50,000  shares  transferred  by the  Calvo  Family
          Spendthrift  Trust to  Carrington  Capital  Corp.,  at the  request of
          Edward Granville-Smith, Jr., then our company's sole executive officer
          and director, in partial consideration for its agreement to assist our
          company.

(7)       Consulting  assistance  pertaining  to  resumption  of  trading in our
          company's  securities,  including  preparation of required  disclosure
          information  pursuant to  Commission  Rule 5c2-11,  coordinating  with
          market  makers  in  filing  Form  15c2-11  with the  NASD and  general
          business advice and assistance.

(8)       Shares  issued  to G.  Richard  Chamberlin,  Esquire,  a member of our
          company's  board of  directors  as well as its  secretary  and general
          counsel,   as  additional   consideration  for  services  rendered  in
          conjunction with preparation of our company's Form 10-KSB for the year
          ended December 31, 1998.

(9)       The shares were issued in a settlement with William A. Calvo, III, for
          services and related costs  provided  between 1995 and 1998,  prior to
          the creation of Yankees.  The original  balance due was  approximately
          $150,000  but the terms of the  settlement  were not  consistent  with
          representations   made  by  our  company  in  conjunction  with  other
          transactions  at the time. As a result,  our company  agreed to adjust
          the  compensation  by issuance of 150,000  shares of its common stock,
          originally  valued by our  company and Mr.  Calvo at $3,000,  with the
          remaining balance due being written off in the interests of preserving
          our company's future business prospects.  Mr. Calvo, as a principal of
          Yankees,  had assigned his rights to such shares to Yankees  which was
          responsible  for the decision to write-off the remaining  balance due.
          During our company's  latest audit,  the value was adjusted to $24,000
          based on the average of the bid and offering  price for our  company's
          common stock ($0.16) on February 18, 1999,  the date the agreement was
          amended, and thereafter,  based on comments by the Commission's staff,
          the  difference  between the amount  owed and such fair  market  value
          ($126,000)  was  treated  as  additional  capital  contributed  to our
          company by Mr. Calvo.

(10)      Shares of common  stock  issued to  former  stockholders  of  American
          Internet who were officers or directors  thereof in exchange for their
          American Internet shares and to Yankees and its designees  pursuant to
          the  terms  of  its   consulting   agreement   with  our   company  in
          consideration  for  its  role  in  arranging  the  acquisition  (after
          material  reductions based on American  Internet's failure to meet its
          performance  projections and  inaccuracies in certain  pre-acquisition
          representations by American Internet's management).

(11)      Shares  issued to Xcel in lieu of interest on a $75,000  loan  (15,000
          shares)  and to  Yankees  for  having  pledged  35,000  shares  of our
          company's common stock as security for such loan (7,000 shares).

(12)      Shares issued to Internet Stock Trading  School  pursuant to the terms
          of the Equipment Purchase Agreement

(13)      On November 12, 1999,  WRI was merged into American  Internet with all
          of WRI's capital stock  canceled and converted  into 531,000 shares of
          our company's's common stock. In addition, the former WRI stockholders
          were granted the right to receive up to 150,000  additional  shares of
          our company's  common stock,  based on WRI's  performance over a three
          year period.  500,380 shares were returned by Michael Caputa  pursuant
          to the terms of a settlement agreement.

(14)      Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees was entitled to  compensation in an amount equal to 10% of the
          consideration  received  by  the  former  WRI  stockholders,  for  its
          services in arranging for the  acquisition of WRI. As  contemplated in
          its consulting agreement,  a portion of such compensation was assigned
          by Yankees to persons who provide it with assistance in performing its
          services.  In addition,  Yankees voluntarily  assigned 6,231 shares to
          Lynn Popitti, a former stockholder in American Internet.

<PAGE>

(15)      Shares  issued  in  exchange  for  all  of  Trilogy's  capital  stock,
          1,105,726 of the shares returned by Mr. and Mrs.  Berardi  pursuant to
          the terms of a settlement agreement.

(16)      Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees was entitled to  compensation in an amount equal to 10% of the
          consideration  received by the former  Trilogy  stockholders,  for its
          services in arranging for the  acquisition  of Trilogy,  half of which
          was assigned by Yankees to Robert Harris Pozner in  consideration  for
          his assistance in conjunction with the acquisition.

(17)      On May 31, 2000, our company entered into a settlement  agreement with
          Xcel Associates,  Inc. A copy of the settlement agreement was filed as
          an exhibit to a current  report on Form 8-K filed with the  Commission
          on June 15, 2000

(18)      Shares of common  stock  issued to Gerald A. and Leigh A.  Cunningham,
          former stockholders of Lorilei who were officers or directors thereof,
          in exchange for their Lorilei  shares and to Yankees and its designees
          pursuant to the terms of its consulting  agreement with our company in
          consideration for its role in arranging the acquisition.  A portion of
          the shares are being held by Yankees as escrow agent (114,504  shares)
          and by Bruce  Brashear,  Esquire  as  escrow  agent  (80,916  shares).
          Pursuant to the terms of its  consulting  agreement  with our company,
          Yankees is entitled to  compensation  in an amount equal to 10% of the
          consideration  received by the former  Lorilei  stockholders,  for its
          services in arranging  for the  acquisition  of Lorilei,  of which was
          assigned by Yankees to others.

(19)      On December 11, 1998, Mr. Scimeca received options to purchase 200,000
          shares of our company's  common stock,  at an exercise  price of $0.02
          per share as his only  compensation  from our company for  services in
          all  capacities.  Mr.  Scimeca  transferred  all of his  rights to our
          company's  securities,  including  those  reflected in this table,  to
          Palmair, Inc., a Bahamian corporation, with an address at 55 Frederick
          Street,   Box   CB-13039;   Nassau,   Bahamas   ("Palmair").   Chrisje
          Gentis-VerMeulen,  an  individual  with  an  address  at  Brouwrij  8;
          Breukelen (UTR) 3621, The  Netherlands  ("Ms.  Gentis-VerMeulen"),  is
          listed as the record  stockholder and director of Palmair.  The option
          was exercised by Palmair, Inc. on April 8, 2000.

(20)      At the issuers request, Yankees converted $98,5000 of debt to equity (
          a total of 788,000  shares of common stock ). A portion of the 788,000
          shares received by Yankees was given to persons by Yankees.

(21)      Option to purchase  12.5% of our  company's  outstanding  and reserved
          capital  stock  (including  all  securities  convertible  into capital
          stock)  outstanding  or  reserved,   measured  immediately   following
          exercise of the option,  in consideration for an aggregate of $90,000.
          The option was originally  granted during November of 1998 and covered
          10% of our company's  outstanding or reserved  common stock only, with
          the  exercise  price  being  $60,000.  It was  granted as a portion of
          consideration  granted to Yankees under its consulting  agreement with
          our company,  in exchange for Yankees  agreement to forego  hourly and
          document  licensing fees for a period of 365 days.  During November of
          1999,  our  company   requested  that  the  consulting   agreement  be
          renegotiated  to extend for another year the waiver of Yankees' hourly
          and document  licensing  fees and in  conjunction  with the  resulting
          amendment, the current terms were adopted. The amendment was disclosed
          in a report on  Commission  Form 8-K filed by our  company on December
          16, 1999.  The number of shares  issuable  cannot be  determined  with
          certainty,  The  transaction  and  option  agreement  are  more  fully
          described in our company's report on Form 10-QSB for the quarter ended
          September 30, 1998,  its Form 10- KSB for the years ended December 31,
          1998 and June 30,  1999,  and the report on Form 8-K filed on December
          16, 1999.  It has been  assumed  that the option will cover  2,500,000
          shares since only  20,000,000  shares of common stock are  authorized;
          however,  the number may be  different  based on the actual  number of
          outstanding and reserved shares of capital stock.  (actual certificate
          was for 2,484,752 shares)

<PAGE>

               List of Preferred Shares Issued as of May 15, 2001
<TABLE>
<S>         <C>       <C>       <C>                     <C>         <C>      <C>          <C>                     <C>          <C>

Date $     No. of     Certific Stockholders Name &       $ paid     Date of  From Whom    To Whom Shares are     Certific     # of
received   Shares &   ate No.  address                   per share  Transfe  transferred  Transferred            ate #        Shares
& Date     Signed     &
Issued     subscripti Exempti
           on agree.  on #
7-3-00     6,000 yes  22 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($30,000)
7-7-00     3,600 yes  23 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($18,000)
7-27-00    8,000 yes  24 (2)  Bolina Trading Corp. S.A.   $5.00
                                                       ($40,000
8-15-00    46,000 yes 14 (2)  The Yankee Companies, Inc.  $2.50 *
                                                      ($115,000
8-15-00    3,393 yes  15 (2)  K. Walker Ltd.              $5.00 *
                                                       ($16,965)
8-30-00    5,920 yes  16 (2)  PalmAir, Inc.               $5.00
                                                       ($29,600)
10-5-00    100,000       (2)  The Yankee Companies, Inc. $2.50 *    10-5-00  Yankees      Bolina Trading Corp. S.A. 25        6,400
               yes                          ("Yankees")($250,000
                                                                    10-5-00  Yankees      Vanessa H. Lindsey        18        500
                                                                    10-5-00  Yankees      PalmAir, Inc.             20        6,600
                                                                    10-5-00  Yankees      Debra Ellenson            21        1,000
                                                                    10-5-00  Yankees      Yankees                   17        85,500
11-13-00   27,797 yes    (2)  Yankees                    $2.50 *    11-13-00 Yankees      Palm Air                  02        2,000
                                                    ($64,492.50)
                                                                    11-13-00 Yankees      Vanessa Lindsey           03        797
                                                                    11-13-00 Yankees      Yankees                   01        25,000
11-13-00   16,000 yes    (2)  Yankees                    $2.50 *
                                                        ($40,000)
12-15-00   30,000 yes    (2)  Yankees                    $2.50*     12-5-00  Yankees      Vanessa Lindsey           05         1,000
                                                        ($75,000)
                                                                    12-5-00  Yankees      PalmAir, Inc.             06         2,000
                                                                    12-5-00  Yankees      Yankees                   04        27,000
1-31-01    5,000 yes     (2)  Yankees                    $10,000    1-31-01  Yankees      Debra Elenson             08         5,000
                                                         January
                                                         compensation
1-31-01    10,000 yes    (2)  Yankees                    $2.00*     1-31-01  Yankees      Jonathan Eichner          09         5,000
                                                       ($20,000)
                                                                    1-31-01  Yankees      Scott Heicken             10         5,000
1/29/01    1,333         (2)  Leonard M. Tucker          $1.50
                                                        ($2,000)
2/28/01    10,000 yes 36 (2)  Blue Lake Capital Corp.    $1.50
                                                       ($15,000)
2/28/01    12,000 yes 28 (2)  Yankees                    $1.50
                                                       ($18,000)
2/28/01    6,667 yes     (2)  Yankees                    $1.50      2/28/01  Yankees      K. Walker, Ltd.           29         2,500
                                                       ($10,000)
                                                       February
                                                     compensation
                                                                    2/28/01  Yankees      PalmAir, Inc.             30         2,500
                                                                    2/28/01  Yankees      Vanessa Lindsey           31           834
                                                                    2/28/01  Yankees      Edward Dmytryk            33           833


<PAGE>

3/1/01     10,000 yes 35 (2)  Calvo Family Spendthrift Trust $1.50
                                                         ($15,000)
3/31/01    6,667 yes     (2)  Yankees                        $1.50  3/31/01  Yankees      K. Walker, Ltd.           29         4,000
                                                         ($10,000)
                                                          March
                                                       compensation
                                                                    3/31/01  Yankees      SRKD Trading Corp.        34           500
                                                                                          2500 N. Military Trail,
                                                                                          Suite 240; Boca Raton, FL 33431
                                                                    3/31/01  Yankees      Vanessa Lindsey           31           667
                                                                    3/31/01  Yankees      Yankees                   28         1,500
3/31/01    89,072 yes    (2)  Yankees                        $1.50  3/31/01  Yankees      PalmAir                   30         3,500
                                                         ($133,608)
                                                                    3/31/01  Yankees      K. Walker                 29         1,500
                                                                    3/31/01  Yankees      Vanessa Lindsey           31           736
                                                                    3/31/01  Yankees      Yankees                   28        83,336
                         (3)  Yankees took shares from cert         3/16/01  Yankees      Robert Pozner                     (33,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Debra Ellenson                     (3,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Scott Heicken                      (3,334)
                            # ____ and had it issued
                         (3)  Yankees took shares from cert         3/19/01  Yankees      Jonathan Eichner                   (3,334)
                           # ____ and had it issued
3/31/01    14,667 yes 36 (2)  Blue Lake Capital              $1.50
                                                         ($22,000)
3/31/01    1,333 yes  35 (2)  Calvo Family                   $1.50
                                                           ($2,000)
4/10/01    6667          (2)  Calvo Family                   $1.50
                                                          ($10,000)
4/10/01    4,000      36 (2)  Blue Lake                      $1.50
                                                           ($6,000)
4/24/01    4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
4/27/01    4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
4/30/01    6,667         (2)  Yankees                      $10,000
                                                           compensation
                                                           for April
5/3/01     (6667)     04      Yankees                     cashless  5/3/01   Yankees                       received
                                                                             exercise                      20,333 shares back
                                                                             of warrant                    from certificate # 4
                                                                                                           which was originally
                                                                                                           for 27,000 shares
5/701      4,000         (2)  Calvo Family                   $1.50
                                                           ($6,000)
5/31/01    6667          (2)  Yankees                        $1.50
                                                          ($10,000)
                                                           May
                                                        compensation
5/25/01    (500)              SKRD Trading Corp.             (4)
5/25/01    (4534)             Vanessa Lindsey                (4)

<PAGE>
5/25/01    (833)              Edward C. Dmytryk              (4)
5/25/01    (33,334)           Robert Pozner                  (4)
5/31/01    (24,000)           Bolina Trading Corp            (4)
5/31/01    (1,333)            Leonard M. Tucker              (4)
5/31/01    (22,520)           PalmAir, Inc.                  (4)
5/31/01    (11,393)           K. Walker                      (4)
5/31/01    (9,334)            Debra Elenson                  (4)
5/31/01    (28,667)           Blue Lake capital              (4)
5/31/01    (30,000)           Calvo Family                   (4)
5/31/01    (8,334)            Scott Heicken                  (4)
5/31/01    (8,334)            Jonathan Eichner               (4)
5/31/01    (259,667)          Yankees                        (4)
</TABLE>

0 shares outstanding

*        certificate numbers 11, 12, 13, 19 are all voided and cancelled.

(1)  Section  4(2) of the  Securities  Act.  In each case,  the  subscriber  was
     required  to  represent  that the  shares  were  purchased  for  investment
     purposes,  the  certificates  were legended to prevent  transfer  except in
     compliance  with  applicable laws and the transfer agent was instructed not
     to permit transfers unless directed to do so by our company, after approval
     by its legal counsel.  In addition,  each subscriber was directed to review
     our company's  filings with the  Commission  under the Exchange Act and was
     provided  with  access  to our  company's  officers,  directors,  books and
     records, in order to obtain required  information.

(2)  Section  4(6) of the  Securities  Act.  In each case,  the  subscriber  was
     required  to  represent  that the  shares  were  purchased  for  investment
     purposes,  the  certificates  were legended to prevent  transfer  except in
     compliance  with  applicable laws and the transfer agent was instructed not
     to permit transfers unless directed to do so by our company, after approval
     by its legal counsel.  Each subscriber was directed to review our company's
     filings with the  Commission  under the Exchange Act and was provided  with
     access to our company's officers, directors, books and records, in order to
     obtain  required  information;  and, a Form D reporting the transaction was
     filed with the Commission.

(3)  Section 4(1 1/2 ) of the Securities Act. The transaction involved a private
     sale of restricted  securities under the exemption  commonly referred to as
     the Section 4 1 1/2 exemption. The recipient receives restricted securities
     but, if obtained from a person not deemed a control person under Commission
     Rule 144, the  recipient is  permitted  to "tack the  transferor's  holding
     period" for purposes of Commission Rule 144.

(4) Converted preferred shares to Common.



<PAGE>

                                  Exhibit 3.2C4
            Comment Letters from the Securities & Exchange Commission

     The company  received a notice from the Securities and Exchange  Commission
on March  15,  2001,  suggesting  that an S-3  would be  inappropriate  to file:
"because we (AmeriNet) failed to meet the requirements for the use of this form,
specifically  General  Instruction  1.B.3." Park City Group has been  provided a
copy of the letter from the Commission.


                                  Exhibit 3.2E
                         Pending & Threatened Litigation

     AmeriNet is not aware of any threatened litigation,  except that one of its
directors,  J. Bruce  Gleason has refused to sign a termination  and  settlement
agreement based on the following allegation, which management refutes:

     J. Bruce  Gleason,  a member of AmeriNet's  board  through an  acquisition,
indicated  that he feels he is owed  approximately  $32,000  from  AmeriNet.  Ed
Dmytryk showed existing  documents and information  pertaining to this claim and
the Board determined that there was no cause for the Board to settle.  However a
compromise was offered and Mr.  Gleason  refused the  compromise.  A copy of the
letter from Bruce  Gleason's  attorney and his  partner,  Mr.  Umile,  have been
provided to Park City Group.

     AmeriNet,  Inc., a Delaware  corporation,  owns the trademark for AmeriNet,
AmeriNet and Design.  In August of 1999,  AmeriNet,  Inc.  threatened  action if
AmeriNet Group.com, Inc. continued using the abbreviated form of AmeriNet in its
communication.  In April of 2001,  Ed Dmytryk,  talked to both  AmeriNet,  Inc's
lawyer and president and discussed the pending  acquisition  of Park City Group.
The president of AmeriNet,  Inc.  indicated that if the  acquisition  took place
there would be no further action on their behalf as long as AmeriNet  Group.com,
Inc.'s name changed,  as agreed to by Park City Group. A copy of the letter from
AmeriNet, Inc's lawyer has been provided to Park City Group.

     AmeriNet  of  Michigan,  a Michigan  corporation,  owns the  trademark  for
AmeriNet In December of 1999,  AmeriNet of Michigan assured AmeriNet  Group.com,
Inc. that they would continue to monitor the situation and will take appropriate
action to protect its rights if any actual  confusion occurs between our company
and their company.  A copy of the letter from AmeriNet of Michigan's  lawyer has
been provided to Park City Group.


<PAGE>


                                  Exhibit 3.2F
                            Tax Obligations and Liens

1.   The  exceptions  apply to AmeriNet only and not to its  subsidiaries  since
     there  will be no  subsidiaries  at  closing,  however  some of  AmeriNet's
     subsidiaries have not filed tax returns. (ie. Lorilei Communications,  Inc.
     & and AmeriNet Communications, Inc. )

2.   AmeriNet's tax returns for 1999 and 2000 were filed in April of 2001.

3.   Payroll taxes to the IRS for the 2nd quarter will need to be paid up to the
     date of closing.


                                  Exhibit 3.2H
                            Liabilities & Obligations

1.   There is a liability to officers  and  consultants  to issue  approximately
     635,575 shares of common stock.

2.   All outstanding options and warrants as reflected in Exhibit 3.2B should be
     considered a liability

3.   All outstanding registration rights as reflected in Exhibit 3.2B4 should be
     considered a liability

4.   A  copy  of  the  consulting   agreement   between  Funds  America  Finance
     Corporation  and AmeriNet has been provided to Park City. The only AmeriNet
     obligation  that  will  survive  closing  is the  obligation  to  provide a
     shareholders list.

5.   A copy of the  consulting  agreement  between  PriMed  Technologies,  Inc.,
     AmeriNet and Liberty  Transfer Co. has been provided to Park City. The only
     AmeriNet  obligation that will survive closing is the obligation to provide
     a shareholders list.

6.   Liability to pay Liberty Transfer Co. for services as transfer agent.

7.   All tax  obligations  reflected  in Exhibit  3.2F  should be  considered  a
     liability.

8.   Payroll to employees will be paid up to the date of closing.

9.   Contract with  Hamilton Lehrer & Dargan, P.A.

10.  Contract with Jericho Capital Corp.

11.  A claim from Bruce Gleason to pay him $32,000 and return  930,000 shares of
     AmeriNet's common stock. See Exhibit 3.2E Litigation.

12.  Liability to pay in shares of  AmeriNet's  common stock at $0.17 per share,
     $30,000 to the Calvo Family Spendthrift Trust. (Yankees affiliates)

13.  Liability to pay in shares of  AmeriNet's  common stock at $0.17 per share,
     $30,000 to the Tucker Family Spendthrift Trust. (Yankees affiliates)

<PAGE>


                                  Exhibit 3.2J
                                     Leases

         AmeriNet has no leases.




                                  Exhibit 3.2K2
                      Insurance Policies and Fidelity Bonds

         AmeriNet has no insurance policies or fidelity bonds.



<PAGE>

                                  Exhibit 3.2L
                            Contracts and Commitments

(i) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any collective bargaining agreement or
contract with any labor union:

         Not Applicable

(ii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any bonus, pension, profit sharing,
retirement, or other form of deferred compensation plan:

- *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective
   January 1, 2000with award certificates
- *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective
   March 8, 2000                Filed on 10/22/99 10-KSB
- *Non-Qualified Stock Option & Stock Incentive Plan, 2001, effective
   January 1, 2001 with award certificates
- AmeriNet Communications, Inc. Stock Option Plan, effective October ,
  2000 Filed on 01/05/01 8-K
- Agreement to Adopt Stock Option Plan, dated 12/22/00 Filed 12/21/00 8-K
- Corporate Director Agreement - Cantley, David K., dated 12/21/00 filed on
  01/05/01 8-K
- Corporate Director Agreement - Chamberlin, Richard, dated 12/21/00 filed on
  01/05/01 8-K
- Corporate Director Agreement - Champion, Charles, dated 12/21/00 filed on
  01/05/01 8-K
- Corporate Director Agreement - Dmytryk, Edward, dated 12/21/00 filed on
  01/05/01 8-K
- Corporate Director Agreement - Gleason, Bruce, dated 12/21/00 filed on
  01/05/01 8-K
- Corporate Director Agreement - Joffe, Anthony, dated 12/21/00 filed on
  01/05/01 8-K
- Corporate Director Agreement - Lindsey, Vanessa, dated 12/21/00 filed on
  01/05/01 8-K
- Corporate Director Agreement - Van Etten, Larry, dated 12/21/00 filed on
  01/05/01 8-K
- Corporate Director Agreement- Wilson, Douglas, dated 12/21/00 filed on
  01/05/01 8-K
- *Common Stock Purchase Warrant - Cantley, David K, dated 06/26/00
- *Common Stock Purchase Warrant - Cantley, David K., dated 04/03/01
- *Common Stock Purchase Warrant - Jordan, Michael, dated 06/26/00
- *Common Stock Purchase Warrant - Lipson, Saul B., dated 06/26/00
- *Common Stock Purchase Warrant - Lindsey, Vanessa H., dated 06/26/00
- *Common Stock Purchase Warrant - Van Etten, Lawrence, dated 06/26/00

(iii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any medical insurance or similar plan or
practice, whether formal or informal:

         Not applicable

(iv) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any contract for the employment of any
officer, employee, or other person on a full-time or consulting basis or
relative to severance pay or change-in-control benefits for any such person:

- *Agreement with PriMed Technologies, Inc, AmeriNet and Liberty, dated 5/30/01
- Consulting Agreement with Market Force, Inc. - dated 4/26/01
- Strategic Consulting Agreement with Yankee Companies - dated 12/29/00
         Filed 01/05/01 8-K
- Consulting Agreement, Amended - Yankees, dated 11/23/99 Filed 12/12/99 8-K
- Consulting Agreement - Funds America, dated 08/04/99 Filed 12/31/98 10-KSB
- Contract of Service Agreement-Trinity Venture, dated 03/26/01
- Corporate Information Service Agreement - Scimeca, Charles, dated 03/06/01
- Corporate Information Service Agreement - Wall Street Watch, dated 03/13/01
- Corporate Secretary Agreement - Lindsey, Vanessa, dated 01/11/00 Filed
   01/05/01 8-K
- Director & Officer Superseder & Settlement Agreement - Cantley, David
- Director & Officer Superseder & Settlement Agreement - Chamberlin, dated
   04/26/01
- Director & Officer Superseder & Settlement Agreement - Dmytryk, dated 04/09/01


<PAGE>

-   Director & Officer Superseder & Settlement Agreement - Franjola, dated
    04/26/01
-   Director & Officer Superseder & Settlement Agreement - Lindsey, dated
    04/06/01
-   Director & Officer Superseder & Settlement Agreement - Van Etten, dated
    04/10/01
-   Director & Officer Superseder & Settlement Agreement - Wilson, dated
    04/11/01
-   Employment Agreement - Cantley, David, dated 02/17/00 until 06/30/01
    Filed 10/13/00 10-K
-   Employment Agreement- Jordan, Michael, dated 08/19/99 Filed 08/24/99 8-K
-   Employment Agreement- Van Etten, Lawrence, dated 05/22/00,Filed105130/00 8-K
-   Retainer Letter Agreement - Chamberlin, dated 03/13/01

(v) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any agreement or indenture relating to the
borrowing of money in excess of $2,000 or to mortgaging, pledging or otherwise
placing a lien on any assets of AmeriNet which has a fair market value in excess
of $5,000 in the aggregate:

-  Convertible Loan Agreement, dated 5/7/01
-  Loan & Security Agreement - The Yankee Companies, dated 05/05/00  Filed
   05/15/00 10-QSB
-  Full Recourse Secured Promissory Note - Yankees, dated 05/05/00 Filed
   05/15/00 10-QSB
-  Promissory Note - AmeriNet/Lorilei, dated 10/12/00      Filed 11/02/00 8-K
-  Promissory Note-AmeriNet/ PriMed, dated 01/17/01

(vi) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any guaranty of any obligation for borrowed
money or otherwise, other than endorsements made for collection:

-  Convertible Loan Agreement, dated 5/7/01
-  Loan & Security Agreement - The Yankee Companies, dated 05/05/00,Filed
   05/15/00 10-QSB
-  Full Recourse Secured Promissory Note - Yankees, dated 05/05/00, Filed
   05/15/00 10-QSB

(vii) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any lease or agreement under which it is
lessor of, or permits any third party to hold or operate, any property, real or
personal:

         Not applicable

(viii) Except as set forth below AmeriNet is not a party and has not been a
party for a period of at least one year to any contract or group of related
contracts with the same party for the purchase of products or services, under
which the undelivered balance of such products and services has a purchase price
in excess of $2,000:

         Not applicable

(ix) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any contract or group of related contracts
with the same party for the sale of products or services, under which the
undelivered balance of such products and services has a sales price in excess of
$2,000:

         Not applicable

(x)      Except as set forth below AmeriNet is not a party and has not been a
party for a period of at least one year to any franchise agreement:

         Not applicable

(xi) Except as set forth below AmeriNet is not a party and has not been a party
for a period of at least one year to any other agreement material to AmeriNet's
business or not entered into in the ordinary course of business:

- Agreement to Assign Claims - Yankees/AmeriNet, dated 05/04/01
- Assignment of Claims, dated 05/04/01
- Assignment and Transfer of Bankruptcy Claim #18, dated 05/04/01


<PAGE>



- Assignment and Transfer of Bankruptcy Claim #20, dated 05/04/01
- Cisco Reseller Agreement, dated 02/09/01
- Conversion Agreement - Blue Lake Capital Corp, dated 02/28/01 filed on
    05/15/01 10-Q
- Conversion Agreement - Blue Lake Capital Corp, dated 03/31/01 filed on
    05/15/01 10-Q
- Conversion Agreement - Blue Lake Capital Corp., dated 04/10/01 filed on
    05/15/01 10-Q
- Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/01/01 filed on
    05/15/01 10-Q
- Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/31/01 filed on
    05/15/01 10-Q
- Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/01/01 filed on
    05/15/01 10-Q
- Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/24/01 filed on
    05/15/01 10-Q
- Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/27/01 filed on
    05/15/01 10-Q
- Conversion Agreement - Calvo Family Spendthrift Trust, dated 05/07/01 filed on
    05/15/01 10-Q
- Conversion Agreement - K. Walker, LTD., dated 08/15/00 filed on 05/15/01 10-Q
- Conversion Agreements - Tucker, Lenny, dated 01/29/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 06/30/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 08/15/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 10/05/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 11/13/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 12/05/00 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q
- Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q
- Conversion Agreement-Yankees, dated 4/30/01 filed on 05/15/01 10-Q
- Conversion Agreement-Yankees, dated 5/31/01 filed on 05/15/01 10-Q
- License Agreement - Yankees, dated 02/09/00 Filed 12/31/99 10-Q
- License Agreement, Amendment - Yankees/WRI, dated 04/16/01 Filed 04/30/01 8-K
- License Transfer Agreement, dated April 16, 2001
- Reorganization Agreement - Lorilei, dated 05/11/00 Filed 05/30/00 8-K
- Recission Agreement - Vista Vacation, dated 07/12/00 Filed 08/15/00 8-K
- Settlement Agreement - Frontline Processing, dated 04/15/01
- Subscription Agreement - Bolina Trading Corp.,dated 07/04/00 Filed on 05/15/01
- Subscription Agreement - Bolina Trading Corp.,dated 07/07/00 Filed on 05/15/01
- Subscription Agreement - Bolina Trading Corp.,dated 07/27/00 Template filed
   on 05/15/01
- Subscription Agreement - Franjola, George, dated 06/06/00
- Subscription Agreement - Franjola, John, dated 06/05/00
- Subscription Agreement - K. Walker, Ltd., dated 06/07/00
- Subscription Agreement - K. Walker, Ltd., dated 06/07/00
- Subscription Agreement - Palmair, Inc., dated 08/30/00 Filed on 05/15/01 8-KSB
- Subscription Agreement - Van Etten, Lawrence, dated 06/08/00
- Subscription Agreement - Van Etten, Linda, dated 06/08/00
- Subscription Agreement - Van Etten, Lawrence and Linda, dated 06/08/00
- Subscription Agreement - The Yankee Companies, dated 06/16/00
- Superseder & Exchange Agreement - Trilogy, dated 06/30/00 Filed 07/17/00 8-K
- Superseder & Exchange Agreement - WRI, dated 01/26/01 Filed 02/08/01 8-K
- Superseder & Settlement Agreement - Xcel, dated 05/31/00 Filed 06/15/00 8-K
- Superseder and Termination Agreement -Yankees, dated 5/25/01
- Warrant Agreement, Amended - Elenson, Debra , dated 5/22/01
- Warrant Agreement, Amended - Eichner, Jonathan - dated May 23, 2001
- Warrant Agreement - The Yankee Companies, dated 11/23/99 Filed 05/11/01 8-K
- Warrant Agreement, Amended Supplement, dated 04/30/01 Filed 05/11/01 8-K
- Warrant Agreement, Yankees, dated 5/2/01, as amended as of June 13, 2001
- Warrant Agency Agreement, Yankees/Liberty, dated 5/25/01, as amended as of
   June 13, 2001


<PAGE>


- Weekly Stock Picks.com, dated 03/07/01
- Letter of Intent, dated 12/13/00
- *Hamilton Lehrer & Dargan, P.A. - *Jericho Capital Corp.

* This agreement will remain in effect after the closing of the Park City
Group/AmeriNet reorganization.




                                  Exhibit 4.3C
                                    Consents


1.   A copy of the annual stockholders meeting minutes, dated December 21, 2001,
     have been provided to Park City.

2.   A copy of the Board minutes dated May 18, 2001,  have been provided to Park
     City.

3.   See exhibit 3.2L for a copy of the termination  agreement  between AmeriNet
     and Yankees.



                                  Exhibit 5.2D
                                  Legal Opinion



</TEXT>
</DOCUMENT>
