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)


X (a)     The reasons described in reasonable detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

  (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.



                                       1


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)

The auditor has  supplementally  advised the  Registrant's  legal  counsel  that
because  of his own  schedule  at this  time of year  and  necessity  to  review
subsequent  events it  estimates  that it needs  approximately  one more week to
complete  the audit and after which the  Registrant  will  complete and file the
10-KSB for December 31, 1998.

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 original letter from Bowman & Bowman, P.A. as an attachment to the report on
Form 12b-25 filed by the Registrant on March 31, 1999,  and the attached  letter
from Bowman & Bowman, P.A. incorporated by reference herein.

                                       2


                           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:     April 15, 1999         By: /s/Charles J. Scimeca/s/
- -------------------------           --------------------------------
                                      Charles J. Scimeca, President


                                      3


                                 Bowman & Bowman
                                      P.A.
                          Certified Public Accountants

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

April 15, 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.

In addition to the above it was discovered that a two year old agreement whereby
the company issued stock for 100% control of two Missouri  corporations  may not
been consummated. After a search of the Missouri corporate registrations the two
corporations can not be found but the stock was issued and is outstanding.

We will not be able to  complete  the  necessary  work in order  to  render  and
opinion on the financial statements until after April 16, 1999.

Sincerely,

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


                                       4