FORM 3
UNITED STATES  SECURITIES AND EXCHANGE  COMMISSION  Washington D.C. 2054 INITIAL
STATEMENT OF BENEFICIAL  OWNERSHIP OF SECURITIES Filed Pursuant to Section 16(a)
of the  Securities  Exchange Act of 1934,  Section  17(a) of the Public  Utility
Holding  Company Act of 1935 or Section 30(f) of the  Investment  Company Act of
1940

1.  Name and Address of Reporting Person   Yankee Companies, Inc., 902 Clint 
Moore Road, Suite 136; Boca Raton, Florida 33487

2. Issuer Name and Ticker or Trading Symbol Equity Growth Systems, inc.

3.  IRS or Social Security Number or Reporting Person (Voluntary)      
59-3532520 

4.  Statement for Month/Year                             January, 1999

5.  If Amendment, Date of Original (Month/Year)

6.                    Relationship  of Reporting  Person(s) to Issuer (check all
                      applicable)

__ Director                                   X    10% Owner
__ Officer                                     __  Other (Specify Below)

- ---------------------------------

7.                   Individual or Joint/Group Reporting (Check applicable line)

     Form filed by One Reporting Person
X  Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned


1.  Title of Security (Instruction 4)                 Common Stock

2.  Amount of Securities Beneficially Owned (Instruction 4)    485,000 shares

3.  Ownership Form:  Direct (D) or Indirect (I) (Instruction 5)      Direct

4.  Nature of Indirect Beneficial Ownership (Instruction 5)        Not 
Applicable

1.  Title of Security (Instruction 4)                 Common Stock

2.  Amount of Securities Beneficially Owned (Instruction 4)    90,000 shares
3.  Ownership Form:  Direct (D) or Indirect (I) (Instruction 5)      Indirect

4. Nature of Indirect  Beneficial  Ownership  (Instruction 5) Shares held by the
President of Yankee Companies who also owns shares thru Carrington Capital Corp.


1.  Title of Security (Instruction 4)                 Common Stock

2.  Amount of Securities Beneficially Owned (Instruction 4)   217,500 shares

3.  Ownership Form:  Direct (D) or Indirect (I) (Instruction 5)     Indirect

4. Nature of Indirect  Beneficial  Ownership  (Instruction 5) Shares held by the
President of Yankee Companies children.

1.  Title of Security (Instruction 4)                 Common Stock

2.  Amount of Securities Beneficially Owned (Instruction 4)   630,000 shares

3.  Ownership Form:  Direct (D) or Indirect (I) (Instruction 5)     Indirect

4. Nature of Indirect  Beneficial  Ownership  (Instruction 5) Shares held by the
President of Yankee Companies wife.

1.  Title of Security (Instruction 4)                 Common Stock

2.  Amount of Securities Beneficially Owned (Instruction 4)   517,500 shares

3.  Ownership Form:  Direct (D) or Indirect (I) (Instruction 5)     Indirect

4. Nature of Indirect  Beneficial  Ownership  (Instruction 5) Shares held by the
Vice President of Yankee Companies family trust.

Table II - Derivative Securities Beneficially Owned

1. Title of Derivative Security (Instruction 4)     

2.  Date Exercisable and Expiration Date
Exercisable             Expiration
Date                          Date


3.  Title and Amount of Securities Underlying Derivative Security (Instruction 
4)
Title                        Amount or Number of Shares


4.  Conversion of Exercise Price of Derivative Security


5.  Ownership  Form  of  Derivative   Security:   Direct  (D)  or  Indirect  (I)
(Instruction 5)


6. Nature of Indirect Beneficial Ownership (Instruction 5)


Explanation of Responses:  

/s/ Leonard Miles Tucker                               February 10,1999
- ----------------------------------------------------
/s/  Leonard Miles Tucker, President                        Date

**Intentional misstatements or omissions of facts constitute Federal Criminal 
Violations.
   See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a)

Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See instruction 6 for procedure.

Potential persons who are to respond to the collection of information  contained
in this form are not  required to respond  unless the form  displays a currently
valid OMB number.


Names and social security or tax id numbers for more than one reporting person.

Michelle Tucker###-##-####
Shayna Tucker###-##-####
Montana Tucker###-##-####
Leonard Miles Tucker###-##-####
Carrington Capital Corp.65-0641955  
The Calvo Family Spendthrift Trust59-6849665