GOTHINK COM INC
8-K, 2000-05-23
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act")



Date of Report:   (Date of earliest reported event:)             May 23, 2000
                                                                 ------------


                            GOTHINK.COM, INCORPORATED
             (Exact name of registrant as specified in its charter)



          Nevada                      000-30280                     87-6121862
- -------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
 of incorporation)                                       Identification Number)

6429 Richmond Avenue, Suite 610
Houston, Texas
PO Box 953754
Lake Mary, Florida 32795-3754                        77057
(Address of Principal Executive Offices)          (Zip Code)


Registrant's telephone number, including area code: (407) 468-0600


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<PAGE>



Item 4.  Changes in Registrant's Certifying Accountant.

         The Company appointed the firm of Parks, Tschopp, Whitcomb & Orr, P.A.,
2600 Maitland  Center Pkwy,  Maitland,  Florida  32751-7221,  as its Independent
Accountants,  effective as of May 23, 2000. Smith & Company, the Company's prior
Independent Accountants, who are located in Salt Lake City, Utah, were dismissed
effective as of May 23, 2000.  There were no  disagreements  between the Company
and Smith & Company.  The change was made by the Board of Directors  who felt it
made  sense to have their  auditor  located in  Florida,  which will  become the
location of the corporate headquarters.

         The  report  of Smith &  Company  on the  financial  statements  of the
Registrant  for each of the two calendar  years in the period ended December 31,
1998 and for the six months  ended June 30,  1999 did not  contain  any  adverse
opinion or  disclaimer of opinion and were not qualified or modified as to audit
scope  or  accounting  principles.  The  report  did  contain  a  going  concern
paragraph.

         During the Registrant's most two recent fiscal years and all subsequent
interim periods preceding the change in auditors, there was no disagreement with
Smith & Company on any matter of accounting  principles or practices,  financial
statement disclosure,  or auditing scope or procedure,  which if not resolved to
the satisfaction of Smith & Company,  would have caused them to make a reference
to the subject matter of the disagreements in connection with their report;  nor
has Smith & Company ever presented a written report,  or otherwise  communicated
in writing to the  Registrant  or its Board of  Directors  the  existence of any
"disagreement"  or  "reportable  event"  within  the  meaning  of  Item  304  of
Regulation S-K.

Item 7.    (c)    Exhibits

                  Exhibit No.               Exhibit

                           Letter from Smith & Company




                                   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, thereunto duly authorized.



                                            GOTHINK.COM, INCORPORATED



Dated: May 23, 2000                         By:   /s/ Thomas Edwards
                                               ---------------------
                                                Thomas Edwards,
                                               Chief Operating Officer


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<PAGE>




                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants
May 23, 2000

Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549

Gentlemen:

         We have  read  Item 4 of the  Form 8-K for Go  Think.Com,  Incorporated
dated May 23, 2000, and we agree with the statements concerning our Firm in such
Form 8-K.

                                                     Very truly yours,


                                                     /s/  Smith & Company
                                                     Smith & Company




         10 West 100 South, Suite 700 o Salt Lake City, Utah 84101-1554
              Telephone: (801) 575-8297 o Facsimile: (801) 575-8306
                       E-mail: [email protected]
          Members: American Institute of Certified Public Accountants o
                Utah Association of Certified Public Accountants

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