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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report: June 26, 2000
(Date of earliest event reported)
LEARNCOM, INC.
(Exact name of Registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
0-29379 87-0622927
(Commission File No.) (I.R.S. Employer
Identification No.)
720 Industrial Drive
Bensenville, Illinois 60106
(Address of principal executive offices; zip code)
(630) 227-1080
(Registrant's telephone number, including area code)
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Item 4. Change in Registrant's Certifying Accountants
(a) Previous independent accountants
(i) On June 26, 2000, LearnCom, Inc. (the "Registrant") dismissed
Crouch, Bierwolf & Chisholm as its independent accountants.
(ii) The report of Crouch, Bierwolf & Chisholm for the Registrant's
fiscal year ended December 31, 1999, the only fiscal year of the
Registrant audited by Crouch, Bierwolf & Chisholm, contained no
adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting
principle, but was qualified due to a going concern uncertainty.
(iii) The Registrant's Board of Directors participated in and approved
the decision to change independent accountants.
(iv) In connection with its audits for the most recent fiscal year
and through June 26, 2000, there have been no disagreements with
Crouch, Bierwolf & Chisholm on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope and procedure, which disagreements if not
resolved to the satisfaction of Crouch, Bierwolf & Chisholm
would have caused them to make reference thereto in their report
on the financial statements for such year.
(v) The Registrant has requested that Crouch, Bierwolf & Chisholm
furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter is attached as Exhibit
16 hereto.
(b) New independent accountants
(i) The Registrant engaged Ernst & Young LLP as its new independent
accountants as of June 26, 2000. During the Registrant's two
most recent fiscal years and through June 26, 2000, the
Registrant has not consulted with Ernst & Young LLP on (1) the
application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that
might be rendered on the Registrant's financial statements or
(2) concerned the subject matter of a disagreement or reportable
event with the former auditor (as described in Regulation S-B
Item 304 (a) (1)(iv)).
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Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
16 Letter from Crouch, Bierwolf & Chisholm, former accountant.
SIGNATURE
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 as duly authorized.
Dated: October 18, 2000
LearnCom, Inc.
By: /s/ Lloyd W. Singer
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Lloyd W. Singer
Chief Executive Officer and
President
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