8-K, 2000-04-06
Previous: I3 MOBILE INC, 424B1, 2000-04-06

                              WASHINGTON, DC 20549


                                    FORM 8-K

                                 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 31, 2000

- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

          Nevada                    0-24217                      85-026668
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(State or Other Jurisdiction       (Commission               (IRS  Employer
   of  Incorporation)             File  Number)             Identification  No.)

   4840 East Jasmine Street, Suite 110, Mesa, Arizona                    85205
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(Address  of Principal Executive Offices)                             (Zip Code)

Registrant's  telephone  number,  including  area  code          (480) 654-9646

- --------------------------------------------------------------------------------
     (Former  Name  or  Former  Address,  if  Changed  Since  Last  Report)


     On  March  14,  2000,  Registrant filed its Form 8-K indicating a change in
Registrant's  Certified  Public  Accountants.

     On March 30, 2000, Registrant appointed  King,  Weber  &  Associates, P.C.,
Certified  Public  Accountants,  1400  East  Southern  Avenue, Suite 235, Tempe,
Arizona  85282, as its independent certifying auditor pursuant to the engagement
letter  attached as Exhibit "A" hereto, and as executed by Registrant as of that

     Registrant  engaged  its  independent certifying auditor for the purpose of
preparing  the  fiscal year-end financial statements for Registrant whose fiscal
year ended September 31, 1999. Such financial statements are to be filed as part
of  Registrant's  Form  10-KSB  for  said  fiscal  year.


     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.


Date:  March  31,  2000                       By:  /s/  Angelo  Tullo
       ----------------                            ------------------------
                                                   Angelo  Tullo,  Chairman


                                    EXHIBIT A

King, Weber & Associates, P.C. | 14OO E. Southern Ave | Telephone (480)73O-6023
Certified Public Accountants   | Suite  235           | Facsimile (480)73O-5976
                               | Tempe, AZ 85282-5679 | [email protected]

March  30,  2000

To  the  Board  of  Directors
  of  YP.Net,  Inc.  and  Subsidiaries;

This  letter  appends our engagement letter dated March 14, 2000, which outlines
our  understanding  of  the  services  we  are  to  provide for YP.Net, Inc. and
Subsidiaries  ("Company") for the year ended September 30, 1999.  Our March 14th
letter  states  that  we  will  audit  the  balance  sheet  of the Company as of
September  30.  1999  and  the  related  statements of operations, shareholders'
deficit  and  cash  flows  for  the  year  then  ended.  It also states that our
engagement  as  auditors  is  contingent  upon  completion  of  our  firm's
client  acceptance  procedures.  We  have completed those procedures and we will
begin  audit  procedures upon your execution of the engagement letter, execution
of  this  addendum  and  receipt  of  the  retainer  requested.

We  look forward to a long and mutually beneficial relationship with the Company
and  its  management


/S/  King,  Weber  &  Associates,  P.C.
- ---------------------------------------

Officer  Signature:                       Date:  3-3-00
                   -------------------         --------

American Institute of Certified Public Accountants Tax Division and SEC Practice
             Section Arizona Society of Certified Public Accountants

King, Weber & Associates, P.C. | 14OO E. Southern Ave | Telephone (480)73O-6023
Certified Public Accountants   | Suite  235           | Facsimile (480)73O-5976
                               | Tempe, AZ 85282-5679 | [email protected]

March  l4,  2000

To  the  Board  of  Directors
  of  YP.Net,  Inc.  and  Subsidiaries

We  are  pleased  to confirm our understanding of the services we are to provide
for  YP.Net,  Inc. and Subsidiaries ("Company") for the year ended September 30,
1999.  We  will  audit the balance sheet of the Company as of September 30, 1999
and  the  related statements of operations, shareholders' deficit and cash flows
for  the  year  then  ended.  Please note that our engagement is contingent upon
completion  of  our  firm's  client  acceptance  procedures  which  will  take
approximately  one  week  from  the date of this letter.  We will provide you an
addendum to this letter stating the conclusion of the firm's final acceptance of
this  engagement  upon  completion  of  those  procedures.

It  will  be  the  responsibility  of  Mr. Mark Weber to ensure that the Company
receives  timely quality service.  Mr. Weber will, as considered necessary, call
upon  other  individuals  within  our  firm  to assist in the performance of our

While auditing and reporting of the Company's financial statements' for the year
ended  September  30,  1999 is the service we will be providing, we will also be
pleased  to  assist  the  Company  on  issues as they arise throughout the year.
Hence, we hope that the Company will call Mr. Weber whenever management believes
he  can  be  of  assistance.

Our  audit  will  be  conducted  in  accordance with generally accepted auditing
standards and will include tests of your accounting records and other procedures
we  consider  necessary  to  enable  us  to  express  an  opinion  on  the  fair
presentation of the Company's financial statements, in all material respects, in
conformity  with  generally  accepted  accounting  principles.  Our  ability  to
express  that  opinion, and the wording of our opinion, will be dependent on the
facts  and  circumstances  at the date of our report.  If for any reason, we are
unable  to  complete  the  audit, we will not issue a report as a result of this

Our  procedures  will  include  tests  of  documentary  evidence  supporting the
transactions recorded in the accounts and direct confirmation of receivables and
certain  other assets and liabilities by correspondence with selected customers,
vendors,  legal counsel and banks.  We will request written representations from
your  attorneys.  We will make inquiries and request specific representations of
management  and,  at  the  conclusion of the audit, we will also request certain
written  representations  from  you  about  the financial statements and related
matters.  The  responses  to those inquiries and related written representations
are  part  of  the evidential matter that we will rely on as auditors in forming
our  opinion  on  the  Company's  financial  statements.

American Institute of Certified Public Accountants Tax Division and SEC Practice
             Section Arizona Society of Certified Public Accountants

YP.Net,  Inc  and  Subsidiaries
page  2

An  audit  includes examining, on a test basis,  evidence supporting the amounts
and  disclosures  in the financial statements; therefore, our audit will involve
judgment  about  the  number  of transactions to be examined and the areas to be
tested.  Also, we will plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement whether
caused  by  error  or  fraud.  However,  because  of  the  concept of reasonable
assurance  and  the  characteristics  of  fraud,  our audit will not necessarily
detect  all  misstatements  that  might exist due to error, fraudulent financial
reporting,  or the misappropriation of assets.  The financial statements are the
responsibility  of  management.  We understand that you will provide us with the
basic  information  required for our audit arid that you are responsible for the
accuracy  and  completeness  of  that  information.  We  will  advise you of the
appropriate  accounting  principles and their application and will assist in the
preparation  of  the  financial  statements,  but  the  responsibility  for  the
financial statements remains with the Company's management.  In this regard, the
Company's  management  is  responsible  for establishing and maintaining a sound
system  of internal control.  Encompassed in that responsibility is the creation
and maintenance of internal control and proper accounting records, the selection
of  appropriate accounting principles, the safeguarding of assets and compliance
with relevant laws and regulations.  We will advise you of any matters of fraud,
material  errors or illegal acts that come to our attention.  Our responsibility
as  auditors  is  to express an opinion on the financial statements based on our
audit,  and is limited to the period covered by our audit and does not extend to
any  later  periods  for  which  we  are  not  engaged  as  auditors.

Our  audit  is  not  specifically  designed  and cannot be relied on to disclose
reportable  conditions,  that  is,  significant  deficiencies  in  the design or
operation  of  the internal control structure.  However, during the audit, if we
become  aware  of  such reportable conditions or ways that we believe management
practices can he improved, we will communicate them to you in a separate letter.

In  Connection  with  our audit we may make certain limited inquiries related to
Year 2000 issues.  These inquiries are riot designed to, and do not, provide any
assurance  the  Year  2000 issues which may exist will be identified.  The audit
will  not  be  designed  to  evaluate the Company's Year 2000 remediation plans,
should  there he any, regarding operational or financial systems and, therefore,
cannot  be  relied  upon  to  determine  whether  the  Company will be Year 2000
compliant  on  a  timely  basis,  Year  2000 compliance is the responsibility of

If  the  Company  intends  to publish or otherwise reproduce in any document our
report  on  the  Company's  financial statements, or otherwise make reference to
King,  Weber & financial statements (e.g., in a debt or equity offering circular
or  in  a  private  placement

YP.Net,  Inc.  and  Subsidiaries
page  3

memorandum), the Company agrees that prior to making any such use of our report,
or  reference  to  King,  Weber & Associates, P.C., management will provide us a
draft of the document and obtain our approval for the inclusion or incorporation
by  reference  of our report, or the reference to King, Weber & Associates, P.C.
in  such document before the document is printed and distributed.  The inclusion
or  incorporation  by  reference  of  our  report  in  any  such  document would
constitute  a reissuance of our report and any request by the Company to reissue
our  report  in  an  offering  or other document will be considered based on the
facts  and circumstances existing at the time of such request.  Also, our report
should  not be included in the SEC's EDGAR filing system until you have received
a  manually  signed  report  from  us.

The  estimated  fees outlined herein do not include any services that would need
to  be  performed  in  connection  with any request to make use of our report or
reference  to  King,  Weber  & Associates, P.C.; fees for such services would be
subject  to  our  mutual  agreement  at  such  time.

While  our  audit will be conducted with due regard to the rules and regulations
of  the  Securities  and  Exchange  Commission  ("SEC")  relative  to matters of
accounting, it should be understood that our report and the financial statements
are  subject  to review by the SEC and to their interpretation of the applicable
rules  and  regulations.

The  Private  Securities  Litigation  Reform Act of 1995 (the "Act") has imposed
additional  responsibilities  on  SEC  registrants,  their  management,  audit
committees  and  boards  of directors, as well as independent auditors regarding
the reporting of illegal acts that have or may have occurred.  During the course
of  our  audits,  we  will  ask you for specific representations about this.  To
fulfill  our  responsibilities  under  the Act, we may need to consult with your
Counsel, or counsel of our choosing, about any such illegal acts of which we may
become  aware.  Additional  fees,  including  legal fees, if any, will be billed
to  you.  You  agree  to  cooperate  fully  with any procedures that we may deem
necessary  should  this  situation  occur.

We  will also assist with any amendments required to previously issued financial
information on Forms 10-QSB.  We will also assist you in the preparation of Form
10-KSB  to  be  filed  with  the  Securities  and  Exchange  Commission.

We estimate our Fees for the audit will be $35,000 to $55,000 plus out-of-pocket
expenses  for travel, telephone, postage, etc.  Our invoices will be rendered as
work  progresses.  Our  fee  was  based  on  anticipated  cooperation  from your
personnel  and  the  assumption  that  unexpected  circumstances  will  not  be
encountered  during  the audit.  If significant additional time is necessary, we
will discuss it with you and arrive at a revised fee before we incur significant
additional  time.

YP.Net,  Inc.  and  Subsidiaries
page  4

It  is  understand by all parties that this fee quote is an estimate based on an
incomplete  analysis  of the scope of the work needed.  We believe that the high
end of the quoted fee range will allow us to consider numerous contingencies and
we do not anticipate incurring such time to require the maximum fee unless there
are  unforeseen  circumstances,  Our  fees are likely to fluctuate in that range
depending  upon  the  scope  of  work  performed  by The Thompson Group P.C.  We
understand  that  The  Thompson  Group  P.C.  is being engaged by you as outside
consultants to assist us in the performance of this audit and the preparation of
schedules  and  other information required for the audit.  However, The Thompson
Group  P.C.  will  be  paid  under separate agreement with the Company and whose
foes  are  not  included  herein.

Our  invoices  for  these  fees  will be rendered every 15 days and are due upon
presentation.  We  anticipate  beginning the audit the week of March 27, 2000 in
order  to  meet  management's  objective of filing the Form l0-KSB as quickly as
possible.  We will work with our engagement consult TG in the intervening period
to begin certain audit procedures.  As is our firm's normal policy, we require a
$5,000  retainer  prior to commencement of our audit.  We will submit an invoice
for  the  balance  of  the  estimated  audit fee upon issuance of our report and
require  final  payment  as a condition of our issuance.  In accordance with our
firm  policies,  work  may  be suspended if your account becomes if days or more

Parties  to  this engagement agree that any dispute that may arise regarding the
meaning,  performance,  or  enforcement  of this engagement will be submitted to
mediation  upon  the  written request of any party to the engagement.  The party
requesting  mediation may select the mediation provider.  The mediation shall be
conducted  in  accordance  with  the

Commercial Mediation Rules of the American Arbitration Association or such other
rules  as may be agreed upon by the parties.  The results of the mediation shall
not  be  binding  upon either party.  Costs of any mediation proceeding shall be
shared  equally  by  both  parties.

We  appreciate  the  opportunity to be of service to you.  If you agree with the
terms  of  our  engagement  as  described  in this letter, please sign below and
return  a  copy  to us.  However, please delay your execution of this engagement
letter  until  you  have  received  the  addendum  discussed  above.


/S/  King,  Weber  &  Associates,  P.C.
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Officer  Signature:  /S/                                          Date:  3-30-00
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