UNITED STATES
                SECURITY AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          FORM 12b-25

                  NOTIFICATION OF LATE FILING

     Form 10-KSB FOR PERIOD ENDED DECEMBER 31, 1998

SEC FILE NUMBER:    0-3718

Part I - Registrant Information

Full name of Registrant:
EQUITY GROWTH SYSTEMS, INC.

Address of Principal Executive Office:
8001 DeSoto Woods Drive; Sarasota, Florida 34243

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant  seeks relief pursuant to 12b-25(b),  the following should be
completed. (Check box if appropriate)


       (a)The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;
X     (b)  The subject annual report, semi-annual report,
          transition report on Form 10-K, Form 20-F, 11-K,
          or Form N-SAR, or portion thereof, will be filed
          on or before the fifteenth calender day following
          the prescribed due date; or the subject quarterly
          report of transition report on Form 10-Q, or
          portions thereof will be filed on or before the
          fifth calender day following the prescribed due
          date; and
     (c)  The  accountant's   statements  or  other  exhibit  required  by  Rule
          12b-25(c) has been attached if applicable.



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PART III- NARRATIVE

State  below in  reasonable  detail the reasons why Forms  10-KSB,  20-F,  11-K,
10-QSB,  N-SAR,  or the transition  report or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed)

As reflected in the current report filed by the Registrant on March 5, 1999, the
Registrant's  audit committee  elected to replace the Registrant's  auditors and
assured  management  and the Board of Directors that such change would not delay
the filing of the Registrant's report on form 10-ksb for the year ended December
31, 1999.  Notwithstanding  such assurances,  the required financial  statements
were not completed in time to file the report, after permitting management,  the
audit  committee  and the Board of Directors to perform  required due  diligence
review thereof.

Part IV - Other Information

1.  Name  and  telephone   number  of  person  to  contact  in  regard  to  this
notification:

G. Richard Chamberlin, General Counsel      (352) 694-6714
Name                                      Area Code  Telephone number 

2. Have all other  periodic  reports  required  under Section 13 or 15(d) of the
Securities and Exchange Act of 1934 or Section 30 of the Investment  Company Act
of 1940  during  the  preceding  12  months  or for  shorter  periods  that  the
registrant was required to file such report(s) been filed?

YES

3. Is it anticipated  that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

YES

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively,  and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

See attached letter from Bowman & Bowman, P.A.  incorporated by reference 
herein. 

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                          Equity Growth Systems, inc.
                       ---------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized. 

Date:     March 31, 1999         By: /s/Charles J. Scimeca/s/
- -------------------------           --------------------------------
                                      Charles J. Scimeca, President


Branch of Document Control
Securities Exchange Commission
March 31, 1999

                         FILING RECEIPT

The  Notification  on Form 12b-25 for Equity  Growth  Systems,  Inc.'s annual on
Forms  10-KSB for the calender  year ended  December 31, 1997 and 10-QSB for the
quarter ended March 31, 1998  Commission file number 0-3718 has been docketed by
the Document Control Section of the Securities and Exchange
Commission on April_____, 1999


                --------------------------------
                    Please Print Name and Sign


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Bowman & Bowman P.A.
Certified Public Accountants

1705 Colonial Blvd; Suite D-1
Fort Myers, Florida 33907
(941) 939-2301
(941) 939-1297 (Pax)

March 31, 1999

To the President
Equity Growth Systems Inc
320 Island Way, Ste 210
Clearwater, FL 33767

Dear Sir

We have been engaged to provide  Equity Growth  Systems,  inc. an audit of their
December 31, 1998 financial  statements.  This audit was proceeding on a pace to
be finalized in time for the timely filing of the SEC forms 10k.

On March 22, 1999 an  agreement  was signed  with one of the  officers of Equity
Growth that results in the financial  statements being restated for discontinued
operations.  This is a material subsequent event and require  significantly more
work to be completed  before the audit  opinion can be rendered.  We will not be
able to  complete  the  necessary  work in order to  render  an  opinion  on the
financial statements until after March 31, 1999.

Sincerely,

/s/ Larry Bowman /s/
- --------------------------
Larry Bowman, Engagement Partner
Bowman & Bowman P.A.


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