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OMB APPROVAL
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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)
<PAGE>
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!
<PAGE>
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.
<PAGE>
________________________________________________________________________________
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
<PAGE>
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
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<PAGE>
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
<PAGE>
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
