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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)
<PAGE>
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!
<PAGE>
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
<PAGE>
________________________________________________________________________________
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
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<PAGE>
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:
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