8-K/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

         Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                                  June 15, 1999
                                 Date of Report
                        (Date of Earliest Event Reported)

                              BISHOP EQUITIES, INC.
             (Exact Name of Registrant as Specified in its Charter)

          Nevada                       0-21846                 13-3632859
   (State or other juris-       (Commission File No.)    (IRS Employer I.D. No.)
  diction of incorporation)

                           7825 Fay Avenue, Suite 200
                            LaJolla, California 92037
                    (Address of Principal Executive Offices)

                                 (619) 456-5777
                          Registrant's Telephone Number




Item 4.  Change in Registrant's Certifying Accountant.

         The registrant has dismissed its former principal accountant, Jody M.
Weber, C.P.A., effective June 15, 1999.

         During the two most recent fiscal years of the registrant and each
subsequent interim period preceding June 15, 1999, there were no disagreements
with the former accountant on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure of any reportable
events.

         The reports of the former principal accountant on the financial
statements of the registrant for the fiscal years ended March 31, 1998 and 1997
did not contain qualified opinions.

         The registrant's Board of Directors has approved the decision to change
accountants.

         On June 15, 1999, the registrant engaged Freed, Maxick, Sachs & Murphy,
PC as its principal accountant.




Item 7.  Financial Statements and Exhibits

         16.1 Letter from Jody M. Weber, C.P.A., dated July 2, 1999.




                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              BISHOP EQUITIES, INC.

Date: July 9, 1999         By: /s/James A. Joyce
                           ------------------------------------------------
                           James A. Joyce, Chairman, Secretary and Director

EX-16.1

                                                                 EXHIBIT 16.1
                                  JODY M. WEBER
                           CERTIFIED PUBLIC ACCOUNTANT
                                7 DIPIERRO DRIVE
                                MONROE, NJ 08831
                                 (732) 656-0982



Securities and Exchange Commissions
450 Fifth Street NW
Washington, DC 20549


                           RE: Form 8-K
                               Bishop Equities, Inc. 0-21846

Dear Sirs:

         I have served as the auditor for Bishop Equities, Inc. since its
inception, and because of it's merger/acquisition I have submitted my
resignation, as of that date.

         I have carefully reviewed the requirements set forth in Item 304 of
regulation S-K and the Form 8-K.

         There have been no disputes between Management and my firm, and no
disagreements on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure. None of my auditor's
reports have contained adverse opinions, disclaimers of opinion or were
qualified or modified as to uncertainty, audit scope or accounting principles.
There have been no disagreements or differences of opinion with respect to any
reportable event or other matter for which disclosure is required under Item
304.

         Management has asked that I furnish the company with this letter to the
Commission stating that I agree with the statements made by the registrant with
respect to matters required to be disclosed under Item 304.

         If there is anything I can do to help in any way, please feel free to
contact me directly.

Sincerely yours,


/s/ Jody M. Weber


July 2, 1999