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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. 1)
Equity Growth Systems, inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
294698105
- --------------------------------------------------------------------------------
(CUSIP Number)
G. Richard Chamberlin, Esquire
1941 Southeast 51st Terrace
Ocala, Florida 34471
(352) 694-6714
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 25, 1999
- --------------------------------------------------------------------------------
(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)
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(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)
George Richard Chamberlin ###-##-####
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
Not Applicable (b) [_]
_____________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
OO (See Item 3)
______________________________________________________________________________
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, Florida
______________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
175,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
175,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
175,000
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
No
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
______________________________________________________________________________
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.
8001 DeSoto Woods Drive
Sarasota, Florida 34243
______________________________________________________________________________
Item 2. Identity and Background.
(a) George Richard Chamberlin
(b) 14950 Southeast Highway 441, Summerfield, Florida 34491
(c) Attorney at Law, Chamberlin Law Office, P.A.
(d) None
(e) None
(f) United States of America, Florida
______________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
50,000 shares issued May 25, 1999 for attorney's fees in preparing 10-KSB
for period ended December 31, 1998. Time of issuance was set by attorney's
retainer agreement dated March of 1999.
______________________________________________________________________________
Item 4. Purpose of Transaction.
(a) The purpose of the acquisition of securities was the payment of
attorneys fees (per retainer agreement dated March of 1999) incurred for the
preparation of Form 10-KSB for period ended December 31, 1998.
(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) See Item 4(a) above
_____________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) 175,000 3.4%
(b) Sole voting and dispositive power 175,000
(c) None other than as discussed in this report
(d) Not Applicable
(e) Not Applicable
______________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Retainer Agreement Attached as Exhibit "A".
______________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
See Retainer Agreement Attached as Exhibit "A".
_____________________________________________________________________________
<PAGE>
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.
June 3, 1999
----------------------------------------
(Date)
/s/ G. Richard Chamberlin /s/
----------------------------------------
(Signature)
G. Richard Chamberlin, Esquire
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
EXHIBIT "A"
Chamberlin Law Office, P.A.
G. Richard Chamberlin, attorney*
Florida & Georgia Bars only
March 24, 1999
Charles Scimeca, President
Equity Growth Systems, Inc
8001 De Soto Woods Drive
Sarasota, Florida 34243
RE.: Letter Engagement Agreement
Facsimile transmission 352-358-8423
LETTER ENGAGEMENT AGREEMENT
Dear Mr. Scimeca,
This letter confirms the terms pursuant to which we have been engaged as
your legal counsel, i.e. The single project of filing a 10-KSB for 1998.
Legal Counsel is engaged for the purposes of providing due diligence and
filing the 10-KSB for 1998 for Equity Growth Systems, inc.
Legal Counsel agrees to waive his regular hourly rate of $175.00 per hour
for this single project and agrees to be paid as follows: The sum of $0.00 as a
retainer to be paid this date and 50,000 shares of the common stock of the
Company to be issued no less than 72 hours following the filing of the 10-KSB
for 1998.
In addition to our legal fees, you will be responsible for payment of all
costs and disbursements associated with our representation. You will maintain
approximately $200.00 in our trust account for us to draw for payment of
reasonable costs, and expenses, including but not limited to, long distance
copy, mileage, Fed Ex charges and secretarial expenses ($20.00 per hour). Any
costs and expenses incurred by attorney in excess of the amount deposited in
Trust shall be billed directly to the client. All statements will be paid within
10 days after receipt. In the event collection activities are required, you
agree to pay all of our out of pocket costs associated therewith. There will be
no change or waiver of the provisions contained herein, unless such change is in
writing and signed by you and the Firm.
<PAGE>
The Company agrees to cooperate with all due diligence efforts of
counsel, including but not limited to: providing all appropriate materials with
original signatures and original notary, providing all materials requested in a
timely manner, providing full names and addresses and telephone numbers of all
persons related to any documents, materials, items or information requested. All
materials must be presented accurately; and, no materials requested should be in
any manner misleading.
The client recognizes and confirms that pursuant to this engagement, the
attorney will rely on materials, documents and other information furnished by
the client and the client acknowledges and agrees that in performing its
services under this engagement, legal counsel may rely on materials, documents
and other information furnished. Without independently verifying the accuracy,
completeness or veracity of each item. Furthermore all numbers contained within
the document will not be reviewed or approved by the legal counsel but will be
approved and reviewed by the Certified Public Accounting Firm retained for the
purposes of certifying the financial information contained therein.
Final drafts of any matters prepared by us will be reviewed by you to
assure that:
(a) All required information has been provided;
(b) All materials are presented accurately; and,
(c) That no materials required to render information
provided "not misleading" are omitted.
Only after such review and approval by you will any documents be filed
with the Securities and Exchange Commission or any regulatory agencies or
provided to third parties. In addition, this Firm will have no responsibility
for review of financial data, all of which will be the responsibility of a
competent, independent, certified public accountant to be separately retained by
you (the fact that we comment on financial data shall not affect the foregoing
disclaimer). Such accountant will be required to review and approve all
financially related filings, prior to submission to the appropriate regulatory
authorities. In the event our services are provided for the benefit of juridical
entities other than you, no materials for which we are responsible will be
submitted to third parties until they have been reviewed and approved as to form
and content by all executive officers, directors, partners, joint venturers or
persons performing similar roles for the subject juridical entity. The filing of
materials prepared by us with any governmental agency or provision of copies
thereof to other persons shall be deemed presumptive evidence that our materials
have been reviewed and approved as heretofore described.
We are mailing to you a hard copy of this retainer agreement.
The retainer fee, costs and expenses or any future legal counsel's fees,
costs or expenses payed pursuant to future billing shall not be paid from the
proceeds received for the sale of any common stock from the Company for which
time and billing is credited.
<PAGE>
In the event that you desire different arrangements, either in general or
for specific projects, we will be glad to consider your proposals; however, all
contrary arrangements must be memorialized in a written instrument signed by
this Firm. Please sign a copy of this transmission and return it to us by
facsimile transmission to: (352) 694-9178.
We look forward to a pleasant and mutually profitable relationship.
Very truly yours,
/s/ G. Richard Chamberlin /s/
--------------------
G. RICHARD CHAMBERLIN, ESQ.
For Chamberlin Law Office, P.A.
The foregoing is hereby accepted, as of the date first above written.
/s/ Charles Scimeca /s/
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Charles Scimeca, President
Equity Growth Systems, Inc
8001 De Soto Woods Drive
Sarasota, Florida 34243
<PAGE>
