8-K/A

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 8-KSB/A

        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) 358-8182

        Not applicable. (Former name or former address, if changed since
                                  last report)


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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  provided  that they were also  members  of the
AICPA's  Securities  Practice  Section and had 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 requested Baum & Company, P.A. to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
Baum & Company replied indicating that it believed  that the  Registrant's 
disclosure  was  misleading in that it implied  that Baum &  Company  was not a
member of the  AICPA's  Securities  and Exchange  Commission  Practice  Section,
when in fact, it is a member.  The Registrant does not deny that Baum &  Company
is a member of the AICPA's Securities and Exchange Commission Practice Section 
and the first paragraph of this report should not be interrupted to mean it is
not a member.  Other than as to that issue, Baum & Company agreed with the 
disclosure.  A copy of Baum & Company's response is included as an exhibit to 
this report.

Item 7.     Financial Statements and Exhibits

(c)     Exhibits

Item    Page    Description
16.1    4      Letter re change in  Registrant's  certifying  accountant 

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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: April 1, 1999

                          By: /s/Charles J. Scimeca/s/
                         Charles J. Scimeca, President

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EX-16.1

Baum & Company, P.A.

March 31, 1999

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549

We have  read  Item $ of the Form 8-K  dated  March 5,  1999 for  Equity  Growth
Systems,  inc. and are in agreement with the statements conatained in the first,
second abd third paragraphs of item four herein.  Other than we believe that The
Registrant's  disclosure  wsa  misleading  in that it implied taht we were not a
member of the AICPA's Securities and Exchage Commsiion  Preactice Section,  when
in fact, we are a member.  Other tahn as to that issue,  we agreed with Itrem 4.
We have no basis to agree or disagree with other  statements  of the  registrant
conatined herein.

Very Truly Yours,

/s/ Joel Baum /s/

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