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 1934

        Date of Report (Date of earliest event reported): March 2, 2005

                                  Othnet, Inc.
               (Exact name of registrant as specified in charter)

    Delaware                       0-26454               98-0142664
    --------                       -------               ----------
   (State of                 (Commission File          (IRS Employer
 incorporation)                    Number)           Identification No.)

6100 Center Drive, Suite 900, Los Angeles CA           90045
--------------------------------------------           -----
  (Address of principal executive offices)           (Zip Code)

Registrant's telephone number,
including area code:                             (310) 426-8000

     Check the appropriate box if:  None applicable

<PAGE>

Item 4.01 - Change in Registrant's Certifying Accountant.

      (a) On March 1, 2005, Othnet, Inc. (the "Company") replaced Malone &
Bailey, PC ("Malone & Bailey") as its independent accountants. The decision was
approved by the Company's Board of Directors.

      Malone & Bailey's reports on the Company's financial statements for the
fiscal years ended April 30, 2004 and 2003 did not contain an adverse opinion or
disclaimer of opinion, except that the reports stated that they were prepared
assuming that the Company will continue as a going concern, as to which the
Company's recurring operating losses raised substantial doubt. During the
Company's fiscal years ended April 30, 2003 and 2004 and the subsequent interim
period preceding the termination, there were no disagreements with Malone &
Bailey 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 Malone & Bailey, would have caused Malone & Bailey to
make reference to the subject matter of the disagreements in connection with its
report on the financial statements for such years or subsequent interim periods.

      The Company requested that, within 10 business days from the date of
filing of this report, Malone & Bailey furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
Company's statements in this Item 4.01(a).

      (b) On March 2, 2005, the Company engaged Mayer Hoffman McCann, P.C.
("Mayer Hoffman ") as the Company's new independent accountants. During the two
most recent fiscal years and the interim period preceding the engagement of
Mayer Hoffman, the Company has not consulted with Mayer Hoffman regarding
either: (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements; or (ii) any matter that was
either the subject of a disagreement or event identified in paragraph (a)(1)(iv)
of Item 304 of Regulation S-B.

<PAGE>

                                   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.

                              OTHNET, INC.

                              By: /s/ Andrew Reif
Dated: March 8, 2005              ----------------------------------
                                  Name: Andrew Reif
                                  Title: Chief Operating Officer
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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 1934

        Date of Report (Date of earliest event reported): March 2, 2005

                                  Othnet, Inc.
               (Exact name of registrant as specified in charter)

    Delaware                       0-26454               98-0142664
    --------                       -------               ----------
   (State of                 (Commission File          (IRS Employer
 incorporation)                    Number)           Identification No.)

6100 Center Drive, Suite 900, Los Angeles CA           90045
--------------------------------------------           -----
  (Address of principal executive offices)           (Zip Code)

Registrant's telephone number,
including area code:                             (310) 426-8000

     Check the appropriate box if:  None applicable
Item 4.01 - Change in Registrant's Certifying Accountant.

      (a) On March 1, 2005, Othnet, Inc. (the "Company") replaced Malone &
Bailey, PC ("Malone & Bailey") as its independent accountants. The decision was
approved by the Company's Board of Directors.

      Malone & Bailey's reports on the Company's financial statements for the
fiscal years ended April 30, 2004 and 2003 did not contain an adverse opinion or
disclaimer of opinion, except that the reports stated that they were prepared
assuming that the Company will continue as a going concern, as to which the
Company's recurring operating losses raised substantial doubt. During the
Company's fiscal years ended April 30, 2003 and 2004 and the subsequent interim
period preceding the termination, there were no disagreements with Malone &
Bailey 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 Malone & Bailey, would have caused Malone & Bailey to
make reference to the subject matter of the disagreements in connection with its
report on the financial statements for such years or subsequent interim periods.

      The Company requested that, within 10 business days from the date of
filing of this report, Malone & Bailey furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
Company's statements in this Item 4.01(a).

      (b) On March 2, 2005, the Company engaged Mayer Hoffman McCann, P.C.
("Mayer Hoffman ") as the Company's new independent accountants. During the two
most recent fiscal years and the interim period preceding the engagement of
Mayer Hoffman, the Company has not consulted with Mayer Hoffman regarding
either: (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's financial statements; or (ii) any matter that was
either the subject of a disagreement or event identified in paragraph (a)(1)(iv)
of Item 304 of Regulation S-B.
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.

                              OTHNET, INC.

                              By: /s/ Andrew Reif
Dated: March 8, 2005              ----------------------------------
                                  Name: Andrew Reif
                                  Title: Chief Operating Officer