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 earliest event reported, April 29, 1999



                          APPLIED CAPITAL FUNDING, INC.



         Colorado                      0-23171                     84-1280679
(State of Incorporation)       (Commission File Number)        (IRS I.D. Number)



                              c/o Steven L. Siskind
                           645 Fifth Avenue, Suite 403
                            New York, New York 10022
               (Address of principal executive offices)(Zip Code)


                                 (212) 750-2002
              (Registrant's telephone number, including area code)





<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 4. Change in Registrant's Certifying Accountant.

On May 26, 1999, the Board of Directors of the Registrant approved the retention
of the firm of Nelson  Mayoka & Company as principal  independent  accountant to
perform the examination of its financial statements as of December 31, 1999, and
for the  year  then  ended,  effective  with  the  resignation  of Kish  Leake &
Associates,  P.C., the former independent accountant,  which occurred on May 17,
1999. Kish Leake & Associates,  P.C. had been principal independent  accountant,
having  performed audit services for the most recent fiscal year ended December
31, 1998, and had expressed unqualified opinions on such financial statement. In
connection  with that audit and through May, 1999,  there were no  disagreements
between  the  Registrant  and  Kish  Leake  &  Associates,  P.C.  regarding  the
application of accounting principles or financial statement presentation matters
in connection  with Kish Leake's  examination of the December 31, 1998 financial
statement.

A letter from Kish Leake & Associates, P.C. confirming the foregoing is attached
as an exhibit hereto.


Item 7.  Financial Statements and Exhibits.

     (C) Exhibits.

     16.0 Letter dated May 17, 1999 regarding resignation of certifying
          accountant

                                           APPLIED CAPITAL FUNDING, INC.
                                           -----------------------------
                                                            (Registrant)
Dated:  May 26, 1999

                                           By:__________________________
                                              Jeffrey L. Taylor, Vice President
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{"company-data": {"conformed-name": "APPLIED CAPITAL FUNDING INC", "cik": "0001045280", "assigned-sic": "6162", "irs-number": "841280679", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23171", "film-number": "99639744"}, "business-address": {"street1": "4155 EAST JEWELL AVENUE", "street2": "SUITE 909", "city": "DENVER", "state": "CO", "zip": "80222", "phone": "2127502002"}, "mail-address": {"street1": "645 FIFTH AVE", "street2": "C/O STEVEN SISKIND", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
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 earliest event reported, April 29, 1999

                          APPLIED CAPITAL FUNDING, INC.

         Colorado                      0-23171                     84-1280679
(State of Incorporation)       (Commission File Number)        (IRS I.D. Number)

                              c/o Steven L. Siskind
                           645 Fifth Avenue, Suite 403
                            New York, New York 10022
               (Address of principal executive offices)(Zip Code)

                                 (212) 750-2002
              (Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT

Item 4. Change in Registrant's Certifying Accountant.

On May 26, 1999, the Board of Directors of the Registrant approved the retention
of the firm of Nelson  Mayoka & Company as principal  independent  accountant to
perform the examination of its financial statements as of December 31, 1999, and
for the  year  then  ended,  effective  with  the  resignation  of Kish  Leake &
Associates,  P.C., the former independent accountant,  which occurred on May 17,
1999. Kish Leake & Associates,  P.C. had been principal independent  accountant,
having  performed audit services for the most recent fiscal year ended December
31, 1998, and had expressed unqualified opinions on such financial statement. In
connection  with that audit and through May, 1999,  there were no  disagreements
between  the  Registrant  and  Kish  Leake  &  Associates,  P.C.  regarding  the
application of accounting principles or financial statement presentation matters
in connection  with Kish Leake's  examination of the December 31, 1998 financial
statement.

A letter from Kish Leake & Associates, P.C. confirming the foregoing is attached
as an exhibit hereto.

Item 7.  Financial Statements and Exhibits.

     (C) Exhibits.

     16.0 Letter dated May 17, 1999 regarding resignation of certifying
          accountant

                                           APPLIED CAPITAL FUNDING, INC.
                                           -----------------------------
                                                            (Registrant)
Dated:  May 26, 1999

                                           By:__________________________
                                              Jeffrey L. Taylor, Vice President