UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Equity Growth Systems, inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
294698105
(CUSIP Number)
Charles J. Scimeca 8001 DeSoto Woods Drive; Sarasota, Florida 34243;
941-358-8182
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 9, 1998
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13a-l(a) for other parties to whom copies are to
be sent.
*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 ("Act") 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 294698105
NAME OF REPORTING PERSON G. Richard Chamberlin
OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
SEC USE ONLY
SOURCE OF FUNDS PF
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
CITIZENSHIP OR PLACE OF ORGANIZATION USA, Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
SOLE VOTING POWER 125,000
SHARED VOTING POWER
SOLE DISPOSITIVE POWER 125,000
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 125,000 CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not Applicable
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT'
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer
State the title of the class of equity securities to which this statement
relates and the name and address of the principal executive offices of the
issuer of such securities.
Common Stock Equity Growth Systems, inc. 8001 DeSoto Woods Drive:
Sarasota, Florida 34243
Item 2 Identity and Background
If the person filing this statement or any person enumerated in Instruction C of
this statement is a corporation, general partnership, limited partnership,
syndicate or other group of persons, state its name, the state or other place of
its organization, its principal business, the address of its principal business,
the address of its principal office and the information required by (d) and (e)
of this Item. If the person filing this statement or any person enumerated in
Instruction C is a natural person, provide the information specified in (a)
through (f) of this Item with respect to such person(s).
(a) Name; G. Richard Chamberlin
(b) Residence or business address; 14950 S.E.Highway 441; Summerfield,
Florida 34491 (c) Present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted; Attorney at Law
(d) Whether or not, during the last five years, such person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and, if so, give the dates, nature of conviction, name and location of court,
and penalty imposed, or other disposition of the case;NONE
(e) Whether or not, during the last five years, such person was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws; and, if so, identify and describe such proceedings
and summarize the terms of such judgment, decree or final order; and
NONE
(f) Citizenship USA, Florida
Item 3. Source And Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to be
used in making the purchases, and if any part of the purchase price is or will
be represented by funds or other consideration borrowed or otherwise obtained
for the purpose of acquiring, holding, trading or voting the securities, a
description of the transaction and the names of the parties thereto. Where
material, such information should also be provided with respect to prior
acquisitions not previously reported pursuant to this regulation. If the source
of all or any part of the funds is a loan made in the ordinary course of
business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
Aquired by purchase G. Richard Chamberlin
<PAGE>
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the issuer.
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer; Not Applicable
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries; Not Applicable
(c) A sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries; Not Applicable
(d) Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number of term of directors or to
fill any existing vacancies on the board; New member of existing Board aand new
officer and General Counsel.
(e) Any material change in the present capitalization or dividend policy of the
issuer; Not Applicable
(f) Any other material change in the issuer's business or corporate structure
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 1: of the Investment Company Act
of 1940; Not Applicable
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the issuer by
any person; Not Applicable
(h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; Not Applicable
(i) A class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section l(g)(4) of the Act; or Not Applicable
(j) Any action similar to any of those enumerated above. Not Applicable
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of securities
identified pursuant to Item I (which may be based on the number of securities
outstanding as contained in the most recently available filing with the
Commission by the issuer unless the filing person has reason to believe such
information is not current) beneficially owned (identifying those shares which
there is a right to acquire) by each person named in Item 2. The above mentioned
information should also be furnished with respect to persons who, together with
any of the persons named in Item 2, comprise a group within the meaning of
Section 13(d)(3) of the Act; 125,000 2.8%
(b) For each person named in response to paragraph (a), indicate the number of
shares as to which there is sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the disposition Provide the
applicable information required by Item 2 with respect to each person with whom
the power to vote or to direct the vote or to dispose or direct the disposition
is shared; sole voting power 125,000, sole power to dispose 125,000
(c) Describe any transactions in the class of securities reported on that were
effected during the past sixty days or since the most recent filling on Schedule
13D (240. 13d-191), whichever is less, by the persons named in response to
paragraph (a) None other than as disclosed in this filing.
Instruction. The description of a transaction required by Item 5(c) shall
include, but not necessarily be limited to: (1) the identity of the person
covered by Item 5(c) who effected the transaction; (2) the date of the
transaction; (3) the amount of securities involved; (4) the price per share or
unit; and (5) where and how the transaction was effected.
(d) If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities. a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of an employee benefit plan, pension fund or endowment fund is not required. Not
Applicable
(e) If applicable state the date on which the reporting person ceased to be
the beneficial owner of more than five percent of the class of securities.
Not Applicable
Instruction. For computations regarding securities which represent a right to
acquire an underlying security, see Rule 13d-3 ( d ) (1)and the note thereto.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Describe any contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the issuer, including but not limited
to transfer or voting of any of the securities, finder's fees joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, naming the persons
with whom such contracts, arrangements, understandings or relationships have
been entered into. Include such information for any of the securities that are
pledged or otherwise subject to a contingency the occurrence of which would give
another person voting power or investment power over such securities except that
disclosure of standard default and similar provisions contained in loan
agreements need not be included. None other than as incorporated by reference to
the current report on Form 10-QSB filed on December 17, 1998.
Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits copies of written agreements relating
to the filing of joint acquisition statements as required by Rule 131-l(f)
(5940.13d-l(f) and copies of all written agreements, contracts, arrangements,
understandings, plans or proposals relating to (1) the borrowing of funds to
finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer
control, liquidation, sale of assets, merger, or change in business or corporate
structure or any other mailer as disclosed in Item 4; and (3) the transfer or
voting of the securities, finder's fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or of profit, or the giving or
withholding of any proxy as disclosed in Item 6. None other than as incorporated
by reference to the current report on Form 10-QSB filed on December 17, 1998.
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.
Date: February 17, 1999
Signature: /s/ G. Richard Chamberlin /s/
Name/Title G. Richard Chamberlin, Secretary, General Counsel, Director
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or genera] partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See If U.S.C. 1001)
