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)  February 14, 2002


                                                   ESAT, INC.
                          (Exact name of registrant as specified in its charter)


                                                     Nevada
                                 (State or other jurisdiction of incorporation)


         0-26039                                                  95-0344604
(Commission File Number)                      (IRS Employer Identification No.)


 8502 E. Chapman, Suite 340, Orange, California                    92869
(Address of principal executive offices)                            (Zip Code)


Registrant's telephone number, including area code:  (888) 257-7694
         CIK Number 0001081798



<PAGE>



Item 4.       Change in Accountants.

          The Registrant's  former independent  accountant  Sprayberry,  Barnes,
Marietta & Luttrell  ("Sprayberry") was dismissed from that capacity on February
14, 2002. The report by Sprayberry on the financial statements of the Registrant
dated March 23, 2001,  including  consolidated balance sheets as of December 31,
2000 and 1999 and the  consolidated  statements  of  operations,  cash flows and
stockholders'  equity for the years  ended  December  31,  2000 and 1999 did not
contain an adverse  opinion or a disclaimer of opinion,  nor was it qualified or
modified as to uncertainty,  audit scope or accounting principles,  except as to
uncertainties  regarding the Registrant's  ability to continue as going concern.
During  the period  covered  by the  financial  statements  through  the date of
resignation  of the  former  accountant,  there were no  disagreements  with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure,  or auditing scope or procedure.  On February 28, 2002 the
Registrant engaged Sqaur, Milner, Reehl & Williamson, LLP as its new independent
accountants.  Prior to the engagement of Sqaur, Milner, Reehl & Williamson, LLP,
the Registrant did not consult with Sqaur, Milner,  Reehl & Williamson,  LLP, on
the  application of accounting  principles to any specific  transaction  nor the
type of audit  opinion  that might be  rendered  on the  Registrant's  financial
statements.  Sprayberry  was provided  with the  disclosure  set forth above and
provided  the  Registrant  with a letter to the effect that it did not  disagree
with the  above  statements  as far as they  related  to  Sprayberry.  A copy of
Sprayberry's letter is filed as an exhibit to this Current Report.


          (c)     Exhibits

          16.1    Letter from Sprayberry, Barnes, Marietta & Luttrell.
          Filed herewith.

                                                   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.

Dated:  March 14, 2002                                 ESAT, INC.



                                                 By: /s/ Chester L. Noblett, Jr.
                                                       Chester L. Noblett, Jr.
                                                       Chairman



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<PAGE>
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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)  February 14, 2002

                                                   ESAT, INC.
                          (Exact name of registrant as specified in its charter)

                                                     Nevada
                                 (State or other jurisdiction of incorporation)

         0-26039                                                  95-0344604
(Commission File Number)                      (IRS Employer Identification No.)

 8502 E. Chapman, Suite 340, Orange, California                    92869
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:  (888) 257-7694
         CIK Number 0001081798
Item 4.       Change in Accountants.

          The Registrant's  former independent  accountant  Sprayberry,  Barnes,
Marietta & Luttrell  ("Sprayberry") was dismissed from that capacity on February
14, 2002. The report by Sprayberry on the financial statements of the Registrant
dated March 23, 2001,  including  consolidated balance sheets as of December 31,
2000 and 1999 and the  consolidated  statements  of  operations,  cash flows and
stockholders'  equity for the years  ended  December  31,  2000 and 1999 did not
contain an adverse  opinion or a disclaimer of opinion,  nor was it qualified or
modified as to uncertainty,  audit scope or accounting principles,  except as to
uncertainties  regarding the Registrant's  ability to continue as going concern.
During  the period  covered  by the  financial  statements  through  the date of
resignation  of the  former  accountant,  there were no  disagreements  with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure,  or auditing scope or procedure.  On February 28, 2002 the
Registrant engaged Sqaur, Milner, Reehl & Williamson, LLP as its new independent
accountants.  Prior to the engagement of Sqaur, Milner, Reehl & Williamson, LLP,
the Registrant did not consult with Sqaur, Milner,  Reehl & Williamson,  LLP, on
the  application of accounting  principles to any specific  transaction  nor the
type of audit  opinion  that might be  rendered  on the  Registrant's  financial
statements.  Sprayberry  was provided  with the  disclosure  set forth above and
provided  the  Registrant  with a letter to the effect that it did not  disagree
with the  above  statements  as far as they  related  to  Sprayberry.  A copy of
Sprayberry's letter is filed as an exhibit to this Current Report.

          (c)     Exhibits

          16.1    Letter from Sprayberry, Barnes, Marietta & Luttrell.
          Filed herewith.

                                                   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.

Dated:  March 14, 2002                                 ESAT, INC.

                                                 By: /s/ Chester L. Noblett, Jr.
                                                       Chester L. Noblett, Jr.
                                                       Chairman

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