UNITED STATES
                       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): May 19, 1997


                               Kinetiks.com, Inc.
             (Exact name of registrant as specified in its charter)


Delaware                            33-97814                          76-0478045
(State of jurisdiction             (Commission                     (IRS Employer
of incorporation)                   File Number)             Identification No.)


700 Rockmead Drive, Suite 150, Kingwood, TX                                77339
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code: (281) 359-7638



 ................................................................................
(Former name or former address, if changed since last report.)
<PAGE>

Item 4. Changes in Registrant's Certifying Accountant

1.   Effective June 11, 1997 Ernst & Young LLP, resigned as our certified public
accountants. The resignation was accepted by the Board of Directors.

2.   For the Company's  third quarter  ending  September 30, 1996 an unqualified
opinion was issue on the financial statements.  However,  Ernst & Young's report
dated March 15, 1996 contained the following paragraph:

     The accompanying  financial statements have been prepared assuming that the
     Company  will  continue as a going  concern.  As discussed in Note 1 to the
     financial  statements,  the Company is in the  development  stage,  has not
     achieved significant  operations,  and has incurred losses since inception.
     These conditions  raise  substantial  doubt as to the Company's  ability to
     continue as a going concern.  In order for the Company to emerge out of the
     development stage and continue as a going concern, the Company must achieve
     a level of  operations  sufficient  to meet cash flow  requirements  and to
     recover the  development  costs incurred.  Management's  plans in regard to
     theses  matters are  described in Note 1. The  financial  statements do not
     include any  adjustments  to reflect  the  possible  future  effects on the
     recoverability  and classification of asset carrying amounts or the amounts
     and  classification  of  liabilities  that may result should the Company be
     unable to continue as a going concern.

3.   During the Company's two most recent fiscal years and through June 11, 1997
there were no  disagreements  with  Ernst & Young LLP in  regards  to  financial
accounting and reporting  matters which if not resolved to the  satisfaction  of
Ernst & Young LLP,  would have caused it to make reference to the subject matter
of the disagreement in connection with its report.

     

4.   The  Company  has  requested  Ernst & Young LLP to furnish it with a letter
addressed to the  Securities  and Exchange  Commission  stating  whether Ernst &
Young LLP agrees with the statements  contained above. A copy of the letter from
Ernst & Young LLP to the Securities and Exchange  Commission is filed as Exhibit
1.

  

                                   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 hereunto duly authorized.

Date: June 16, 1997                            Kinetiks.com, Inc.

                                               By:/S/ Greg Carr
                                               .................................
                                                   Greg Carr, Secretary

<PAGE>


                             Exhibit 1 to Form 8-K


                   [LETTERHEAD OF ERNST & YOUNG APPEARS HERE]

                                 June 16, 1997





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

Gentlemen:

We have read Item 4 of Form 8-K dated June 16, 1997 of  Kinetiks.com,  Inc.  and
are in  agreement  with  the  statements  contained  in the  first  sentence  of
paragraph 1 and  paragraphs  2 through 4 on page 1 therein.  We have no basis to
agree or disagree with other statements of the registrant contained therein.

                                                     ERNST & YOUNG LLP

Ernst & Young LLP is a member of Ernst & Young International, Ltd.
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{"company-data": {"conformed-name": "KINETIKS COM INC", "cik": "0001001903", "assigned-sic": "7373", "irs-number": "760478045", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27418", "film-number": "97624359"}, "business-address": {"street1": "700 ROCKMEAD DR", "street2": "STE 240", "city": "KINGWOOD", "state": "TX", "zip": "77339", "phone": "7133597638"}, "mail-address": {"street1": "700 ROCKMEAD DR", "street2": "STE 240", "city": "KINGWOOD", "state": "TX", "zip": "77339"}}
UNITED STATES
                       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): May 19, 1997

                               Kinetiks.com, Inc.
             (Exact name of registrant as specified in its charter)

Delaware                            33-97814                          76-0478045
(State of jurisdiction             (Commission                     (IRS Employer
of incorporation)                   File Number)             Identification No.)

700 Rockmead Drive, Suite 150, Kingwood, TX                                77339
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code: (281) 359-7638

 ................................................................................
(Former name or former address, if changed since last report.)
Item 4. Changes in Registrant's Certifying Accountant

1.   Effective June 11, 1997 Ernst & Young LLP, resigned as our certified public
accountants. The resignation was accepted by the Board of Directors.

2.   For the Company's  third quarter  ending  September 30, 1996 an unqualified
opinion was issue on the financial statements.  However,  Ernst & Young's report
dated March 15, 1996 contained the following paragraph:

     The accompanying  financial statements have been prepared assuming that the
     Company  will  continue as a going  concern.  As discussed in Note 1 to the
     financial  statements,  the Company is in the  development  stage,  has not
     achieved significant  operations,  and has incurred losses since inception.
     These conditions  raise  substantial  doubt as to the Company's  ability to
     continue as a going concern.  In order for the Company to emerge out of the
     development stage and continue as a going concern, the Company must achieve
     a level of  operations  sufficient  to meet cash flow  requirements  and to
     recover the  development  costs incurred.  Management's  plans in regard to
     theses  matters are  described in Note 1. The  financial  statements do not
     include any  adjustments  to reflect  the  possible  future  effects on the
     recoverability  and classification of asset carrying amounts or the amounts
     and  classification  of  liabilities  that may result should the Company be
     unable to continue as a going concern.

3.   During the Company's two most recent fiscal years and through June 11, 1997
there were no  disagreements  with  Ernst & Young LLP in  regards  to  financial
accounting and reporting  matters which if not resolved to the  satisfaction  of
Ernst & Young LLP,  would have caused it to make reference to the subject matter
of the disagreement in connection with its report.

     

4.   The  Company  has  requested  Ernst & Young LLP to furnish it with a letter
addressed to the  Securities  and Exchange  Commission  stating  whether Ernst &
Young LLP agrees with the statements  contained above. A copy of the letter from
Ernst & Young LLP to the Securities and Exchange  Commission is filed as Exhibit
1.

  

                                   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 hereunto duly authorized.

Date: June 16, 1997                            Kinetiks.com, Inc.

                                               By:/S/ Greg Carr
                                               .................................
                                                   Greg Carr, Secretary
Exhibit 1 to Form 8-K

                   [LETTERHEAD OF ERNST & YOUNG APPEARS HERE]

                                 June 16, 1997

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

Gentlemen:

We have read Item 4 of Form 8-K dated June 16, 1997 of  Kinetiks.com,  Inc.  and
are in  agreement  with  the  statements  contained  in the  first  sentence  of
paragraph 1 and  paragraphs  2 through 4 on page 1 therein.  We have no basis to
agree or disagree with other statements of the registrant contained therein.

                                                     ERNST & YOUNG LLP

Ernst & Young LLP is a member of Ernst & Young International, Ltd.