SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of event reported: November 15, 2000
Date of Report: November 29, 2000
NXGEN NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-28427 870621120
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
17000 LINCOLN STREET, SUITE 1920, DENVER, COLORADO 80203
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 303-839-9143
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Not Applicable.
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective November 15, 2000, NxGen Networks, Inc. ("NxGen") engaged Ernst &
Young, LLP as NxGen's principal accountants to audit NxGen's financial
statements for the years ending December 31, 1999 and 2000. Ernst & Young
replaces Andersen, Andersen & Strong, L.C. who had previously been engaged for
the same purpose, and whose dismissal was effective November 15, 2000. The
decision to change NxGen's principal accountants was approved by NxGen's Board
of Directors on September 6, 2000.
Andersen, Andersen & Strong, L.C. was NxGen's principal accountant since October
1998. The reports of Andersen, Andersen & Strong, L.C. on NxGen's financial
statements for the fiscal year ended December 31, 1998 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles. The report of Andersen,
Andersen & Strong, L.C. covering the period ended December 31, 1998 contains an
explanatory paragraph that states that NxGen has been in the development stage
since its inception and has suffered recurring losses from operations and will
need additional working capital for any future activity, which raises
substantial doubt about its ability to continue as a going concern. Andersen,
Andersen & Strong, L.C. have not audited and the Registrant has not filed
audited financial statements for any periods subsequent to December 31, 1998.
During NxGen's fiscal year ended December 31 1998, and in the subsequent periods
through the date of dismissal on November 15, 2000, there were no disagreements
with Andersen, Andersen & Strong, L.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Andersen, Andersen &
Strong, L.C., would have caused it to make reference to the subject matter of
the disagreements in connection with its reports on the financial statements for
such periods.
Andersen, Andersen & Strong, L.C. has not informed NxGen of any reportable
events during NxGen's fiscal year ended December 31, 1998 and in subsequent
interim periods through June 30, 2000.
NxGen has provided Andersen, Andersen & Strong, L.C. with a copy of the
disclosures made herein and has requested Andersen, Andersen & Strong, L.C. to
furnish a letter addressed to the Securities and Exchange Commission within the
next 10 days stating whether it agrees with the above statements. An unexecuted,
form copy of this letter is filed as Exhibit 16 to this Form 8-K.
ITEM 5. OTHER EVENTS
Not Applicable
ITEM 6. RESIGNATION OF DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements - Not Applicable
(b) Exhibits
Exhibit 16 Letter of Andersen, Andersen & Strong, L.C. to the SEC stating
Andersen's concurrence with the foregoing disclosure.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
NXGEN NETWORKS, INC.
/s/ Victoria T. Aguilar
Victoria T. Aguilar
General Counsel
Dated: November 29, 2000
