MAXPLANET CORP
8-K, 2000-04-10
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




Date of report (Date of earliest event reported)      April 3, 2000
                                                      --------------




                                MaxPlanet, Corp.
- -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)



  Delaware                            000-28201                31-1478761
- -------------------------------------------------------------------------------
(State of Other Jurisdiction         (Commission              (I.R.S. Employer
  Of Incorporation)                   File Number)           Identification No.)




4400 US Highway Route 9 South, Freehold, New Jersey                07728
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)




Registrant's telephone number, including area code           (732) 625-0770
                                                             ------------------


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



<PAGE>




                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 4.           Changes in Registrant's Certifying Accountant.

         Robert  Rescigno,   CPA   ("Rescigno")  resigned  as  the  principal
accountant  to  audit  the  financial   statements  of  Maxplanet,   Corp.  (the
"Company"), effective April 3, 2000. Rescigno, a solo practitioner, informed the
Company  that he was unable to  continue  to work for the Company due to reasons
unrelated to the Company.

         The reports of Rescigno on the Company's  financial  statements for the
past two fiscal  years did not  contain an adverse  opinion or a  disclaimer  of
opinion,  nor were such reports  qualified or modified as to uncertainty,  audit
scope or accounting principles.

         The  decision  to accept the  resignation  submitted  by  Rescigno  was
approved by the Company's Board of Directors.

         During the two most  recent  fiscal  years and the  subsequent  interim
period preceding April 3, 2000, there were no disagreements with Rescigno on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure  which, if not resolved to Rescigno's  satisfaction,
would have  caused  Rescigno  to make  reference  to the  subject  matter of the
disagreement in connection with its report.

         During the two most  recent  fiscal  years and the  subsequent  interim
period  preceding  April 3, 2000,  Rescigno  did not  advise the  Company of any
matters set forth in Item 304(a)(1)(v) of Regulation S-K.

         The Company has provided  Rescigno with a copy of this  disclosure  and
requested  that  Rescigno  furnish the Company  with a letter  addressed  to the
Securities and Exchange Commission (the "Commission")  stating whether it agrees
with this  disclosure.  A copy of the letter from Rescigno to the  Commission is
filed as Exhibit 16.1 to this Report.

         On April 3, 2000, the Company appointed Ehrenkrantz, Sterling & Co. LLC
("Ehrenkrantz,  Sterling")  as the  principal  accountant to audit the Company's
financial statements.

         During the Company's  two most recent  fiscal years and the  subsequent
interim period  preceding April 3, 2000,  neither the Company (nor anyone acting
on the Company's  behalf)  consulted with  Ehrenkrantz,  Sterling  regarding the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Company's financial statements, and neither a written report nor oral advice
was  provided to the  Company by  Ehrenkrantz,  Sterling on matters  which would
require  disclosure   pursuant  to  Items   304(a)(1)(iv)  and  304(a)(1)(v)  of
Regulation S-K.



<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (a)      Financial Statements
                  None.

         (b)      Pro Forma Financial Information
                  None.

         (c)      Exhibits
                  The following exhibit is filed with this Report:

                  16.1     Letter from Robert  Rescigno,  CPA to the
                           Securities and Exchange  Commission,  dated
                           April 7, 2000.


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated:   April 10, 2000

                                          MAXPLANET, CORP.


                                              HENRY VAL
                                          By: ________________________
                                              Henry Val
                                              CEO and Chairman of the Board


<PAGE>


                                  EXHIBIT INDEX

              Exhibit No.      Title

              16.1             Letter  from  Robert  Rescigno,  CPA  to the
                               Securities and Exchange Commission, dated
                               April 7, 2000.



                              ROBERT RESCIGNO CPA
                             3562 Cornerview Avenue
                               Wantagh, NY 11793

                             Tele No. 516-783-2614
                              Fax No. 516-783-2614


April 7, 2000



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


                    Re: Form 8-K



                  I have read the Form 8-K and agree  with the  statements  made
regarding my resignation as auditor for MaxPlanet, Corp.



Sincerely,


ROBERT RESCIGNO
- ---------------------------
Robert Rescigno
Certified Public Accountant



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