March 13, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

RE:     AmeriNet Group.com, Inc.
         File No.  333-56636..

Dear Sir/Madam;

     Pursuant to Rule 473 of the Securities Act of 1933, the following  delaying
amendment is hereby  incorporated  into the Amerinet Form S-3  previously  filed
with the Securities and Exchange Commission:

     The Registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on such date as the Commission  acting  pursuant to said section 8(a),
may determine.

Sincerely,

/s/Jeffrey G. Klein
Jeffrey G. Klein, counsel
for and on behalf of AmeriNet Group. com, Inc.