-----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, UgjvjCBdCC9OdsySQdmvH1NzAdaehRwOLb1Mfezz6oqoJzbzZGqDwFaasRtBVZTT qjJsFfYsjL+rmKawmhuQeA== 0001095834-99-000004.txt : 19991018 0001095834-99-000004.hdr.sgml : 19991018 ACCESSION NUMBER: 0001095834-99-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991008 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/A SEC ACT: SEC FILE NUMBER: 005-55925 FILM NUMBER: 99725107 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: PALMAIR INC CENTRAL INDEX KEY: 0001095834 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 FREDRICK ST BOX CB 13039 STREET 2: NASSAU BAHAMA BUSINESS PHONE: 9413740891 MAIL ADDRESS: STREET 1: 55 FREDRICK ST BOX CB 13039 STREET 2: NASSAU BAHAMA SC 13D/A 1 AMENDMENT TO 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/A (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. 1) AmeriNet Group.com, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock Purchase Warrant - -------------------------------------------------------------------------------- (Title of Class of Securities) 03073A103 - -------------------------------------------------------------------------------- (CUSIP Number) Charles J. Scimeca 1748 Independence Blvd, Suite D-1 Sarasota, Florida 34236 (941) 358-8182 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 7/29/99 - -------------------------------------------------------------------------------- (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. 03073A103 13D Page 2 of 4 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Palmair, Inc. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] Not applicable ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 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 Bahamas ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 650,000 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 650,000 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 650,000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.5% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 03073A103 13D Page 3 of 4 Pages ________________________________________________________________________________ Item 1. Security and Issuer. Common Stock Purchase Warrant, AmeriNet Group.com, Inc. 200,000 shares Common Stock 450,000 shares ________________________________________________________________________________ Item 2. Identity and Background. (a) Palmair, Inc. (b) 55 Fredrick Street, Box CB 13039; Nassau Bahamas (c) Consultants (d) None (e) None (f) Bahamas ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. $4,000 purchase price for option to purchase the Common Stock Purchase Warrant for 200,000 shares at $0.2 per share. See attached exhibits. ______________________________________________________________________________ Item 4. Purpose of Transaction. (a) purchase of common stock purchase warrant from Charles Scimeca (former President and Director of the Issuer)by Palmair, Inc. (b) not applicable (c) not applicable (d) not applicable (e) not applicable (f) not applicable (g) not applicable (h) not applicable (i) not applicable (j) not applicable ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. (a) 650,000 shares, 7.5% (b) 650,000 shares sole voting power (c) $4,000 purchase price for option to purchase the Common Stock Purchase Warrant for 200,000 shares at $0.2 per share. (d) not applicable (e) not applicable ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Common Stock Purchase Warrant dated December 9, 1999, Letter from Chrisje Gentis Vermeulen dated July 5, 1999, Resolution dated July 6, 1999 and Assignment & Purchase of Common Stock Purchase Warrant Agreement & Installment Agreement dated July 15, 1999. Assignment Form from the Common Stock Purchase Warrant dated July 29, 1999. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Common Stock Purchase Warrant dated December 9, 1999 is filed as an exhibit to the Issuer's report on Form 10-QSB for the fiscal quarter ended September 30, 1998 Letter from Chrisje Gentis Vermeulen dated July 5, 1999, Resolution dated July 6, 1999 and Assignment & Purchase of Common Stock Purchase Warrant Agreement & Installment Agreement dated July 15, 1999, and Assignment Form from the Common Stock Purchase Warrant dated July 29, 1999.are filed 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. 10/5/99 ---------------------------------------- (Date) /s/ Chrisje Gentis-Vermeulen ---------------------------------------- (Signature) Chrisje Gentis-Vermeulen ---------------------------------------- (Name/Title) Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). 4 Exhibit A Common Stock Purchase Warrant dated December 9, 1999 is filed as an exhibit to the Issuer's report on Form 10-QSB for the fiscal quarter ended September 30, 1998. Exhibit B ASSIGNMENT & PURCHASE OF COMMON STOCK PURCHASE WARRANT AGREEMENT & INSTALLMENT AGREEMENT THIS AGREEMENT ENTERED INTO THIS 15TH DAY OF JULY 1999 BETWEEN CHARLES J. SCIMECA HEREINAFTER REFERRED TO AS (SELLER) AND PALMAIR, INC., HEREAFTER REFERRED TO AS (BUYER), FOR VALUABLE CONSIDERATION (SELLER) WILL ASSIGN/SELL HIS COMMON STOCK PURCHASE WARRANT AGREEMENT ATTACHED INCLUDING ASSIGNMENT FORM AS EXHIBIT (A) TO (BUYER) AS DESCRIBED IN STOCK TRANSFER & PURCHASE AGREEMENT DATED JULY 5,1998 ATTACHED AS EXHIBIT (B). (SELLER) HAS RECEIVED FROM (BUYER) $1,117.00 AS THE FIRST INSTALLMENT TOWARD PURCHASE PRICE AS DESCRIBED IN BUYER'S LETTER ATTACHED AS EXHIBIT (C). REMAINING PAYMENT OD $2,883.00 WILL BE PAID IN THREE EQUAL INSTALLMENTS OF $961.00 WITH NO INTEREST PAYABLE SEPTEMBER 1,1999, OCTOBER 1, 1999 AND NOVEMBER 1,1999. IF THIS AGREEMENT HAS TO BE ENFORCED BY ANY TYPE OF LEGAL ACTION THE PREVAILING PARTY SHALL BE ENTAILED TO THEIR LEGAL FEES. PROOF OF AUTHORITY TO EXECUTE THIS AGREEMENT BY BUYER IS ATTACHED AS EXHIBIT (D). /S/ Charles J. Scimeca 7/15/99 C. Gentic Vermeulen 7/19/99 - ------------------------------ ---------------------------- SELLER DATE BUYER DATE /s/ Carolyn J. Marchback /s/ Jan C. Gentis - ------------------------------ ---------------------------- WITNESS WITNESS 5 Exhibit C Letter from Palmair July 5, 1999 Dear Charles: I would like to exercise my option to purchase the warrant agreement you have to purchase additional shares of Equity Growth Systems. At this time I do not actually want to purchase the stock. Is it right that I have until December 31, 2000 or is it the year 2002 to purchase? Please inform me. You owe $1,117.00 from the interest due in the note with Diederich. If you deduct this from the $4,000.00 due from me to pay for option, I owe you $2,883.00. I will send you this promptly. Please recommend a lawyer to do all the forms you told me about. Thank You, /s/ Chrisje Gentis-Vermeulen 6 Exhibit D RESOLUTION: AUTHORIZE CONTRACT RESOLVED, That the Corporation enter into a contract with CHARLES J. SCIMECA for the general purposes of: EXERCISING PURCHASE WARRANT OPTION/EQUITY GROWTH SYSTEMS and all upon such terms and conditions as are set forth in an agreement between the parties as annexed hereto. The undersigned 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 laws of the Bahamas and the forgoing 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 Bahamas law and the Bylaws of the above-named Corporation on July 6,1999, and that said resolution is now in full forceand effect without modification or recission. IN WITNESS WHEREOF, I have executed my name as secretary and have hereunto affixed the corporation seal of the above-named Corporation this 6 day of July,1999. A True Record. Attest /s/ Chrisje Gentis-Vermeulen - ------------------------------- Secretary 7 EXHIBIT E ASSIGNMENT FORM FOR VALUE RECEIVED, Charles J. Scimeca hereby sells, assigns and transfer unto: (Please type or print in block letters) Palmair, Inc. -------------------- (Name) 55 Fredrick Street -------------------------------- Nassau, Bahamas -------------------------------- (Address) the right to purchase Holder's Shares represented by this Warrant to the extent of 200,000 Holder's Shares to which the within Warrant relates, and does hereby irrevocably constitute and appoint G. Richard Chamberlin attorney, to transfer the same on the books of the Company with full power of substitution in the premises. Dated: July 29, 1999 Signature: /s/ Charles J. Scimeca NOTICE: The signatures to this partial assignment of Warrant must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: 8 -----END PRIVACY-ENHANCED MESSAGE-----