Securities and Exchange Commission
Washington, D.C. 20549
Form 8-KSB
Current Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 1999
Equity Growth Systems, inc. (Exact name of registrant as specified
in its charter)
Delaware (State or other jurisdiction of incorporation
0-3718 (Commission File Number)
11-2050317 (IRS Employer Identification No.)
8001 DeSoto Woods Drive; Sarasota, Florida 34243 (Address of principal
executive offices) (Zip Code)
Registrant's telephone number, including area code: (941) 255-9582
Not applicable. (Former name or former address, if changed since
last report)
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Item 2. Acquisition or Disposition of Assets
The Registrant's Board of Directors have authorized its officers to
negotiate consulting agreements with the following corporations, on materially
similar terms, i.e., the Registrant, through its current officers and directors
will assist the client corporations to register their securities with the
Securities and Exchange Commission (the "Commission") under both the Securities
Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and thereafter, to initiate trading in
their securities in the over the counter market, all in consideration for the
registration and issuance of a set percentage of the Client corporations' common
stock directly to the Registrant's stockholders, all expenses to be born solely
by the Client corporations. The percentage of securities to be issued to the
Registrant's stockholders, after registration with the Commission, is expected
to vary, as described in the subject consulting agreements, between 10% and 15%.
Current negotiation drafts of the four consulting agreements have been prepared
and are under negotiation; however, no assurances can be provided that they will
be entered into, either on the currently proposed terms, or at all. In order to
avoid potential insider trading based on leakage of these negotiations, the
Registrant has elected to disclose the negotiations at this time, as well as to
file the currently proposed forms of agreements. Copies of the draft consulting
agreements are filed as exhibits to this report (see "Item 7).
The four corporations currently in negotiation with the Registrant are:
The Gaff Group, Inc.
The Gaff Group, Inc., headquartered at 2698 Junipero Avenue, Suite 110;
Long Beach, California 90806-2145. Its telephone number is (562) 989 3820, its
fax number is (562) 492-6533 and its e-mail address is Goffgroup@aol.com. The
Gaff Group is a general contractor servicing Fortune 500 Companies and is
engaged in a variety of real estate development, consulting and marketing
projects, principally in the States of Florida and California.
Sports Collectible Exchange, Inc.
Sports Collectible Exchange, Inc., was recently organized as a Florida
corporation ("SCE") by G. Richard Chamberlin, Esquire, the Registrant's
secretary, general counsel and a member of its Board of Directors, and maintains
temporary offices at 14950 Southeast United States Highway 441; Summerfield,
Florida 34491. Its telephone number is (352) 694-6714; its fax number is (352)
694-9178; and, its current e-mail address is GricardCh@aol.com. SCE has been
organized to engage in a number of collectible areas including an inventory of
minor league collectibles that will be appraised prior to April 20,1999, at the
request of the Registrant, by Pete Kennedy, of Sarasota, Florida at a wholesale
and probable retail value basis. SCE's management has advised the Registrant's
management that it believes that the wholesale appraisal will be in the range of
$40,000 to $100,000, based on his experience with minor league baseball
collectibles. SCE intends to develop an Internet web site to market minor league
baseball collectibles, including its current inventory, to operate such site
with an initial emphasis on minor league baseball collectibles in a manner
similar to that currently used to trade securities over the Internet, permitting
transactions in its own inventory, purchase of inventory from third parties and
facilitation of transactions between third parties for a small fee (expected to
be a percentage of the transaction). SCE also intends to develop a minor league
collectibles appraisal certification program and to establish a minor league
hall of fame.
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Golden Jersey Products, Inc.
Golden Jersey Products, Inc., is a Florida corporation headquartered at 780
United States Highway 1, Suite 301; Vero Beach, Florida 32962. Its telephone
number is (800) 588-6455; its fax number is (561) 569-6617; and, its e-mail
address is goodmilk@sunet.net. It is engaged in the development of alternatives
to traditional dairy products, modified to reduce health risks. Its all natural
"Replace tm" claims to lower total blood and LDL cholesterol levels without
impairing milk taste.
Suntel Communications Group, Inc.
Suntel Communications Group, Inc., is expected to be organized as a
Delaware holding company to consolidate the operations of Suntel Metro, Inc., a
Florida corporation whose current mailing address is Post Office Box 49750;
Orlando, Florida 32802, and its affiliates owned or controlled by Mr. Richard
Kirkwood. All of the constituent entities will be involved in areas of the
telecommunications industry.
Because all negotiations are in their early stages and the Registrant must
still conduct significant due diligence, it is not prepared to provide details
of the businesses or personnel involved and any inquiries should be directed to
the Client corporations directly.
Item 4. Changes in Registrant's Certifying Accountant
Ms. Penny Adams Field, designated as the Registrant's audit committee by
the Registrant's newly elected directors decided that the Registrant's auditors
should be replaced with auditors selected by her who where in closer geographic
proximity and were members of the AICPA's Securities Practice Section and had
consequently been subjected to required peer review. On March 5, 1999, at Mrs.
Field's recommendation, the Registrant's Board of Directors engaged the firm of
Bowman & Bowman, P.A., Certified Public Accountants with offices at 1705
Colonial Boulevard, Suite D-1; Fort Meyers, Florida 33907, telephone number
(941) 939-2301 and fax number (941) 939-1297, to perform the Registrant's audit
for 1998. The decision to replace Baum & Company, P.A., the Registrant's
auditors for calendar years 1995, 1996 and 1997 should not be deemed to imply
dissatisfaction therewith on any matters but rather, involved the convenience of
Mrs. Field and a determination by the Registrant to adopt the spirit of the
Commission's recent emphasis on the importance of audit committees.
The report of Baum & Company, P.A. on the Registrant's financial
statements as of December 31, 1997 and for period from January 1, 1995 to
December 31, 1997 did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope, or accounting
principles other than with reference to its inability to obtain confirmations
involving threatened litigation from David Albright, Esquire, Jr., a Maryland
attorney then serving as litigation counsel in a number of actions in which the
Registrant, although not a party had an interest.
In connection with the audit of the Registrant's financial statements as
of December 31, 1997 and for the period since January 1, 1995 to December 31,
1997, and in the subsequent period, there were no disagreements with Baum &
Company, P.A. in any matters of accounting principles or practices, financial
statement disclosure , or auditing scope or procedures which, if not resolved to
the satisfaction of Baum & Company, P.A., would have caused Baum & Company, P.A.
to make reference to the matter in their report. The Registrant has requested
Baum & Company, P.A. to furnish it a letter addressed to the Commission stating
whether it agrees with the above statements. A copy of that letter will be filed
as an exhibit to this Form 8-KSB.
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Item 5. Other Events
Potential Reorganization
In addition to the foregoing and again, principally in order to avoid
potential insider trading based on leakage of negotiations, the Registrant has
elected to disclose that it is currently discussing a potential reorganization
with Atlanta Lending Services, Inc., a Georgia corporation doing business as
Global Acceptance Corp. and its affiliates ("Global"). Global has been
represented to the Registrant's management as an eight year old diversified
finance company and automobile dealership with more than $44,000,000 in sales
during calendar 1998. Global's current address is 1686 Roswell Road; Marietta,
Georgia 30062, its current telephone number is 800-499-9112, its current fax
number is 800-863-7927 and for its current e-mail please see the website address
listed below. Mr. Jack Smith is the current president of Global, and Mr. Rob
Smith owns the majority of Global's common stock.
The reorganization, if effected as currently contemplated by the
Registrant, would result in Global (including affiliated automobile dealerships)
becoming subsidiaries of the Registrant with Global's current stockholders being
issued a majority of the Registrant's outstanding securities and their designees
being elected to a majority of the seats on the Registrant's Board of Directors,
which would probably be increased to eleven members. Information concerning
Global is maintained on its web site at www.Global Acceptance.com. The
Registrant has not verified any of Global's information as negotiations are in a
very preliminary state and no assurances can be provided that any agreement with
Global will ever be entered into, or the terms on which any agreement may
eventually be effected.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Item Page Description
10.14 (__) Calvo settlement agreement
10.15 (__) Draft agreements with potential consulting clients.
16.__ * Letter re change in Registrant's certifying accountant
99.1 (__) Minutes of directors meeting dated March 3, 1999
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* To be provided by amendment.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Equity Growth Systems, inc.,
A Delaware corporation
(Registrant)
Date: March 5, 1999
By: /s/G. Richard Chamberlin/s/
G. Richard Chamberlin, General Counsel
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