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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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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