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UNITED STATES
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 of 1934
Date of report (Date of earliest event reported) May 17, 2000
2U Online.com, Inc.
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(Exact name of registrant as specified in its charter)
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<CAPTION>
DELAWARE 0-26101 52-2132622
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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1288 Alberni Street, Suite 806, Vancouver, British Columbia, Canada V6E 495
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(Address of principal executive offices)
Registrant's telephone number, including area code (604) 664-0484
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
PURSUANT TO ITEM 304(a) OF REGULATION S-B:
(i) On May 17, 2000 Registrant decided to terminate its relationship with
its principal independent accountant, James E. Slayton, CPA.
(ii) The former accountant's Independent Auditor's Report for the past two
years has contained the following:
"The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, The Company has had limited operations and has
not established a long term source of revenue. This raises substantial
doubt about its ability to continue as a going concern. Management's
plan in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty."
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Note 3 to the financial statements, as referenced above, reads as
follows
"NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital or
revenues, it would be unlikely for the Company to continue as a going
concern. It is management's plan to seek additional capital through
loans or private placements."
(iii) The decision to change accountants was approved by the board of
directors.
(iv) (A) There have not been any disagreements with the former accountant,
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the former accountant's satisfaction, would have caused him to make
reference to the subject matter of the disagreement(s) in connection with his
report; or
(B) None of the disclosures mandated by Item 304(a)(1)(B), (C), (D) or
(E) of regulation S-B are applicable.
(2) The Registrant, on May 17, 2000 engaged the firm of Schvaneveldt &
Company, 275 East South Temple Street, Suite 300, Salt Lake City, Utah 84111 as
the Registrant's new principal accountant. None of the disclosures mandated by
paragraphs (i) or (ii) of 304(E)(2) are applicable.
(3) Registrant is providing the former accountant with a copy of this Form
8-K and the former accountant has furnished a letter to registrant on May 25,
2000. That letter is enclosed as an exhibit to this Form 8-K.
The provisions of Item 304(b) are not applicable.
EXHIBITS:
Exhibit 16. LETTER PURSUANT TO ITEM 304(a)(3) OF REGULATION S-B.
SIGNATURES
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.
2U ONLINE.COM, INC.
Date: May 25, 2000 By: /s/ JACK SHA
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JACK SHA, PRESIDENT
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James E. Slayton, CPA
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2858 West Market Street
Suite C
Fairlawn, Ohio 44333
1-330-864-3553
Securities and Exchange Commission May 20, 2000
Washington, D.C. 20549
Dear madam/sir,
I have been notified that I have been replaced as the accountant for 2U
Online.com, Inc. (the Company). I previously reported on the Company's
financial statements for the period ending December 31, 2000, the letter
terminating my appointment was dated May 17, 2000.
The audit report dated December 31, 2000, was unqualified except for an
explanatory paragraph disclosing a going concern problem.
I have read the Company's statements contained in Form 8-K and agree with them
except that I have except that I am not in a position to agree with the
Company's statement that the change was approved by the Audit Committee of the
Board of Directors or that Schvaneveldt & Company, CPA was not engaged
regarding any matter requiring disclosure under Regulation S-K, Item 304 (a)(2).
Sincerely,
James E. Slayton
