2 INFINITY COM INC
8-K, 2000-05-10
NON-OPERATING ESTABLISHMENTS
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                                    United States
                          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


     Date of Report (Date of earliest event reported):  May 5, 2000


                                2-INFINITY.COM, INC.
                (Exact name of registrant as specified in its charter)

                                       Colorado
                    (State or other jurisdiction of incorporation)

          000-27821                                    58-2230297
     (Commission File Number)                (IRS Employer Identification No.)


     4828 Loop Central Drive, Suite 150, Houston, Texas     77081
     (Address of principal executive offices)               (Zip Code)


                                    (713) 838-8853
                  Registrant's telephone number, including area code


            (Former name or former address, if changed since last report)

<PAGE>


ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On May 5, 2000, 2-Infinity.com, Inc. (the "Company") engaged Mann Frankfort
Stein & Lipp  of Houston, Texas ("Mann Frankfort") as its principal independent
accountants to audit the Company's financial statements.  On the same date, the
Company advised Jones, Jensen & Company of Salt Lake City, Utah ("Jones,
Jensen") that it would no longer serve as the Company's independent accountant.
The Company's Board of Directors approved the engagement of Mann Frankfort and
the termination of Jones, Jensen on May 5, 2000.

Except for an explanatory paragraph with respect to substantial doubt about the
Company's ability to continue as a going concern in the Company's consolidated
financial statements as of and for the years ended December 31, 1999 and 1998
and from inception on November 14, 1995 through December 31, 1999, Jones,
Jensen's reports on those financial statements of the Company have not contained
an adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.  There have been no
disagreements between the Company and Jones, Jensen on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to Jones, Jensen satisfaction, would have
caused Jones, Jensen to make reference to the subject matter of such
disagreements in connection with its report.

In connection with the filing of this Form 8-K, Jones Jensen was provided
with a copy of this disclosure and was requested by the Company to furnish to
the Company a letter addressed to the SEC stating whether Jones Jensen agrees
with the above statements. A copy of Jones Jensen's letter to the SEC will be
filed with the SEC within two business days after its receipt by the 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 hereunto duly authorized.

     Date:  May 9, 2000                2-INFINITY.COM, INC.

                                           By /s/ Kelly Nispel
                                             -----------------------------------
                                           Kelly Nispel, Chief Financial Officer



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