-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I1biNkac524kNo8a874ZYnwhoHS5g1cUYzLY5l6qjUwPztFHXD5ekd43voLpHogX pgTjl6rXJbCd+w2py21Aow== 0001081980-99-000003.txt : 19990805 0001081980-99-000003.hdr.sgml : 19990805 ACCESSION NUMBER: 0001081980-99-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990804 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55925 FILM NUMBER: 99677454 BUSINESS ADDRESS: STREET 1: 902 CLINT MOORE ROAD SUITE 136 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 5619983435 MAIL ADDRESS: STREET 1: 902 CLINT MOORE ROAD SUITE 136 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19951214 FORMER COMPANY: FORMER CONFORMED NAME: INFOTEC INC DATE OF NAME CHANGE: 19930506 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCIMECA CHARLES J CENTRAL INDEX KEY: 0001081980 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8001 DESOTO WOODS DRIVE CITY: SARASOTA STATE: FL ZIP: 34243 BUSINESS PHONE: 9413588182 SC 13D 1 SCHEDULE 13D ------------------------------ OMB APPROVAL ------------------------------ OMB Number Expires: Estimated average burden hours per response ....... 0.5 ------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) Equity Growth Systems, inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 294698105 - -------------------------------------------------------------------------------- (CUSIP Number) G. Richard Chamberlin, Esq. 1941 Southeast 51st Terrace Ocala, Florida 34471 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 9/15/95 4/14/96 3/26/98 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 4 Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (SC13D-07/98) CUSIP No. 294698105 13D Page 2 of 4 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles J. Scimeca ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] Not applicable ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* Consideration for serving as an officer of the Issuer, for finding acquisition candidates and for good office representation to the government for the Issuer. ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] not applicable ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 450,000 through December 16, 1998; after December 16, 1998 no voting power SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING After December 16, 1998 Palmair, Inc. had sole dispositive power PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,000 through December 16, 1998 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] Does not include warrant agreement to purchase 200,000 shares dated December 9, 1998. ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 294698105 13D Page 3 of 4 Pages ________________________________________________________________________________ Item 1. Security and Issuer. Common Stock, Equity Growth Systems, inc. ________________________________________________________________________________ Item 2. Identity and Background. (a) Charles J. Scimeca (b) 320 Island Way #210, Clearwater, Florida 33767 (c) real estate sales (d) None (e) None (f) United States ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. 200,000 shares as consideration for serving as an officer of the Issuer, 250,000 for finding acquisition candidates and for good office representation to the government for the Issuer. ________________________________________________________________________________ Item 4. Purpose of Transaction. (a) disposition of securities and option to purchase to Palmair, Inc. (b) none (c) none (d) From October 1995 to November 1998 served as secretary if the Issuer. From November 1998 to August 4, 1999 served as Acting President and Director. On August 4, 1999, he will resign as President and Director. (e) none (f) not applicable (g) not applicable (h) not applicable (i) not applicable (j) not applicable ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) From 9/15/95 to 7/7/98 was direct owner of stock (b) From 7/7/98 to 12/16/98 retained full voting rights to stock (c) From 12/16/98 to present transferred full interest in 450,000 shares (d) On 7/7/98 transferred option to purchase options of stock to Palmair, Inc. (e) December 16, 1998. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Stock transfer and purchase agreement dated 7/8/98; promissory note 11/10/95; release and transfer of promissory note 12/16/98, letter dated 6/5/98 ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Stock transfer and purchase agreement dated 7/8/98; promissory note 11/10/95; release and transfer of promissory note 12/16/98, letter dated 6/5/98 are attached as Exhibits. ________________________________________________________________________________ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 7/30/99 ---------------------------------------- (Date) /s/ Charles J. Scimeca /s/ ---------------------------------------- (Signature) Charles J. Scimeca ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). 4 EXHIBIT A PROMISSORY NOTE (BALLOON) For VALUE RECEIVED. Charles Scimeca hereby jointly and severally promise to pay to the order of DIEDERICH GENTIS (lender) or any person or entity he designates the sum of Four-thousand five-hundred dollars, ($4,500.00) together with interest thereon at a rate of 8% per annum on the unpaid balance. Said sum shall be paid in the manner following: This note will balloon on December 31, 1998. Interest will accrue. If not paid a lien will be placed on the property where the construction work was completed (320 Island Way #210, Clearwater, FL) by lender. This Note may be prepaid, at any time, in whole, with interest without penalty. This Note shall at the option of the holder hereof be immediately due and payable upon failure to make any payment due hereunder or for breach of any condition or any security interest, mortgage, pledge agreement or guaranty granted as collateral security for this Note or breach of any condition of any, security agreement or mortgage, if any, having a priority over any security for this Note or upon the filing by any of the undersigned os an assignment for the benefit of creditors, bankruptcy, or for relief under any provisions of the Bankruptcy Code: or by suffering an involuntary petition in bankruptcy or receivership not vacated within thirty days. In the event this Note shall be in default, and placed with an attorney for collection, then the undersigned agree to pay all reasonable attorney fees and costs of collection. The undersigned and all other parties to this note, whether as endorsers, guarantors or sureties waive demand, presentment and protest and all notices thereto and further agree to remain bound, notwithstanding and extension, modification, waiver, or other indulgence by any holder or upon the discharge or release of any obligor hereunder or to this note, or upon the exchange, substitution, or release of any collateral granted as security for this Note. Signed and sealed under penalty of perjury this 10th day of Nov. 1995. Signature unreadable /s/ Charles J. Scimeca /s/ - ------------------------------- -------------------------------------- Witness Borrower Date 11/10/95 Signature unreadable /s/ Diederich Gentis /s/ - ------------------------------- ------------------------------------------ Witness Lender Date 11/10/95 5 RESOLUTION: AUTHORIZE CONTRACT RESOLVED, that the Corporation enter into a contract with CHARLES J. SCIMECA for the general purposes of: STOCK PURCHASE and authorizing CHRISJE GENTIS-VERMEULEN to execute the contract for the corporation. And all upon such terms and conditions as are set forth in an agreement between the parties as annexed hereto. The undesigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of Palmair, Inc., a corporation duly formed pursuant to the country of the Bahamas and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors, and that said meeting was held in accordance with law and the Bylaws of the above-mentioned named Corporation and that said resolution is now in full force and effect without modification or rescission. IN WITNESS WHEREOF: I have executed my name as Secretary and have hereunto affixed the corporate seal of the above named Corporation this 11th day of April, 1998. A true record. Attest /s/ C. Gentis Vermeulen /s/ --------------------------- Secretary STOCK TRANSFER AND PURCHASE AGREEMENT THIS AGREEMENT ENTERED INTO THIS 5TH DAY OF JULY 1998 BETWEEN CHARLES J. SCIMECA HEREIN AFTER REFERRED TO AS TRANSFEROR/SELLER OR TS) AND PALMAIR, INC. (TRANSFEREE/PURCHASER OR TP). FOR VALUABLE CONSIDERATION (TS) WILL TRANSFER/SELL 450,000 SHARES OF EQUITY GROWTH SYSTEMS, INC. COMMON STOCK, THAT HE OWNS TO (TP), STOCK CERTIFICATES #027, #063, #130. (TP) UNDERSTANDS THIS STOCK IS RESTRICTED UNDER RULE 144. (TS) WILL RETAIN VOTING RIGHTS FOR THE 450,000 SHARES UNTIL DECEMBER 31, 1998 BECAUSE OF THE CHANGES EQUITY GROWTH SYSTEMS IS EXPERIENCING. THE ACTUAL SALE FOR THIS TRANSACTION FOR TAX AND RULE 144 PURPOSES WILL BE ON OR BEFORE DECEMBER 31, 1998, AT WHICH TIME (TP) WILL PAY TO (TS) $4,500.00 USA CURRENCY OR FORGIVE ALL DEBT OWED TO HER SON DIEDERICH GENTIS BY CHARLES SCIMECA (WHICH IS AGREEABLE TO HIM). (TS) GRANTS TO (TP) AN OPTION TO PURCHASE AT DOUBLE THE THEN CURRENT PAR VALUE PER SHARE IN (USA FUNDS) ALL RIGHTS THAT (TS) ACQUIRES FROM EQUITY GROWTH SYSTEMS, INC FOR PURCHASE OF EQUITY GROWTH SYSTEMS STOCK INCLUDING STOCK OPTIONS WARRANTS OR OTHER TYPES OF STOCK OWNERSHIP RIGHTS FOR A PERIOD OF 6 MONTHS. (TP) HAS 9 MONTHS FROM THE ISSUANCE DATE TO EXERCISE THEIR OPTION. (TS) WILL KEEP (TP) OR HER FAMILY MEMBERS OR OTHER STOCK HOLDERS INFORMED OF DATES THAT ARE IMPORTANT TO THE TERMS OF THIS CONTRACT. FOR PRIVACY REASONS FOR THE BENEFIT OF PALMAIR STOCKHOLDERS THIS CONTRACT SHALL NOT BE RECORDED OR MADE PUBLIC RECORD. IF THIS AGREEMENT HAS TO BE ENFORCED BY ANY TYPE OF LEGAL PROCEDURE THE PREVAILING PARTY SHALL BE AWARDED THEIR LEGAL FEES. PROOF OF AUTHORITY TO EXECUTE THIS AGREEMENT IS ATTACHED AS EXHIBIT A. /s/ Charles J. Scimeca /s/ /s/ C. Gentis Vermeulen /s/ - ----------------------------- --------------------------------------- TRANSFEROR/SELLER TRANSFEREE/PURCHASER DATE July 5,1998 Date 7/8/98 WITNESS Signatures unreadable 6 Coast To Coast Realty Group, Inc. 1290 N. Palm Avenue Sarasota, Florida 34236 Telephone (941) 358-8182 Facsimile (941) 358-8423 24 Hour (941) 374-0891 Charles J. Scimeca June 5, 1999 CHRISJE Gentis Vermeulen Brouwrij 8 Breukelen (UTR) 3621 The Netherlands Dear Chrisje: It has been brought to my attention by the attorney for Equity Growth Systems, Inc. That our contract dated July 5, 1998 has an error in what we agreed to. Please note in paragraph (5) we agreed not to record or make public record the contract. This is going to be impossible. The details of the contract have to be disclosed to Securities and Exchange Commission. In addition to this, a form 13-G which pertains to certain disclosures of the stockholders of Palmair. If you cannot meet these requirements for any reason we will have to cancel our agreement and I will pay you back the $4,500.00 plus the interest that you were going to apply to the options . I have to know your answer immediately because of the filing requirements. Please sign where indicated and return. Sincerely, /s/ Charles J. Scimeca /s/ /s/ Chrisje Gentis Vermeulen /s/ - ---------------------------------------------- AGREE TO DISCLOSE DATE - ---------------------------------------------- NOT AGREE TO DISCLOSE AND DATE CANCEL COST RELEASE/TRANSFER AND PAYMENT OF PROMISSORY NOTE For value received Diederich Gentis(personally)and Chrisje Gentis-Vermeulen on behalf of Palmair, Inc. accept 450,000 shares of Equity Growth Systems, inc. Common Stock (#027, 065, 130) as full payment for the promissory note dated November 10, 1995 (attached as Exhibit A. All parties agree that Diederich Gentis is assigning this note to Chrisje Gentis-Vermeulen (his mother) and Director and shareholder of Palmair, Inc. The interest owned on the note is $1,117.00. This amount is to be credited to the payment for the Equity Growth Systems, inc. options that Palmair, Inc. has an option tp purchase. If the option is not exercised by the exercise date Charles Scimeca will pay this amount within 30 days. Agreed by all parties /s/ Diederich Gentis /s/ December 12, 1998 /s/ Chrisje Gentis-Vermeulen /s/ 12-16-98 /s/ Charles J. Scimeca /s/ December 12, 1998 7 -----END PRIVACY-ENHANCED MESSAGE-----