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)
(a)The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
X (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
<PAGE>
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)
As reflected in the current report filed by the Registrant on March 5, 1999, the
Registrant's audit committee elected to replace the Registrant's auditors and
assured management and the Board of Directors that such change would not delay
the filing of the Registrant's report on form 10-ksb for the year ended December
31, 1999. Notwithstanding such assurances, the required financial statements
were not completed in time to file the report, after permitting management, the
audit committee and the Board of Directors to perform required due diligence
review thereof.
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 attached letter from Bowman & Bowman, P.A. incorporated by reference
herein.
2
<PAGE>
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: March 31, 1999 By: /s/Charles J. Scimeca/s/
- ------------------------- --------------------------------
Charles J. Scimeca, President
Branch of Document Control
Securities Exchange Commission
March 31, 1999
FILING RECEIPT
The Notification on Form 12b-25 for Equity Growth Systems, Inc.'s annual on
Forms 10-KSB for the calender year ended December 31, 1997 and 10-QSB for the
quarter ended March 31, 1998 Commission file number 0-3718 has been docketed by
the Document Control Section of the Securities and Exchange
Commission on April_____, 1999
--------------------------------
Please Print Name and Sign
3
<PAGE>
Bowman & Bowman P.A.
Certified Public Accountants
1705 Colonial Blvd; Suite D-1
Fort Myers, Florida 33907
(941) 939-2301
(941) 939-1297 (Pax)
March 31, 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.
Sincerely,
/s/ Larry Bowman /s/
- --------------------------
Larry Bowman, Engagement Partner
Bowman & Bowman P.A.
4
<PAGE>
