SECURITIES AND EXCHANGE COMMISSION
           Washington, DC  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) August 14, 2002



                OTHNET, INC.
(Exact name of Registrant as specified in its charter)




Delaware                     0-26454            98-0142664
(State or other jurisdiction (Commission  (I.R.S. Employer
of incorporation or          File number)   Identification
organization)                                      Number)



The First National Bank Building
332 Minnesota Street, Suite 100 North
St. Paul, Minnesota                                55101
(Address of principal                      (Postal Code)
executive offices)



Registrant's telephone number, including area code:
(651) 291-2993




Item 4.   Changes in Registrant's Certifying Accountant.

     Effective as of August 14, 2002, Othnet, Inc. (the
"Company") dismissed Deloitte & Touche LLP as its principal
independent accountants and engaged Malone & Bailey, PLLC as
its principal independent accountants to audit the financial
statements of the Company for the year ended April 30, 2002.

     For the past two fiscal years, the reports of the former
independent accountants, Deloitte & Touche, contained no
adverse opinion, disclaimer of opinion or qualification or
modification as to uncertainty, audit scope or accounting
principles, except for a "going concern" opinion issued in its
report for the year ended April 30, 2001.

     During the Company's two most recent fiscal years and
any subsequent interim period preceding the date hereof, there
were no disagreements with the former accountants 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 the
former accountants would have caused it to make reference to
the subject matter of the disagreements in connection with its
report.

     The change in the Company's independent accountants was
approved by the Company's Board of Directors.

     During the Company's two most recent fiscal years, and
any subsequent period prior to engaging  Malone & Bailey, PLLC,
neither the Company nor, to the best of the Company's
knowledge, anyone acting on the Company's behalf, consulted
Malone & Bailey, PLLC 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, and either a
written report was provided to the Company or oral advice was
provided that the new accountant concluded was an important
factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii)
any matter that was subject of a disagreement (as defined in
paragraph 304(a)(1)(iv) of Regulation S-K) with the former
accountant or a reportable event (as described in paragraph
304(a)(1)(v) of Regulation S-K).

     The Company has requested Deloitte & Touche, LLP to
furnish it a letter addressed to the Commission stating whether
it agrees with the above statements.  A copy of that letter,
dated August 14, 2002, is filed as Exhibit 16.1 to this Form
8-K.


Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.


    Exhibits:                                        Page


    16.1  Letter re change in certifying accountant    4







                 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.


                    OTHNET, INC.
                    (Registrant)


Dated:    August 16, 2002     By:   /s/ Jeffrey Wattenberg
                              Name:     Jeffrey Wattenberg
                              Title:    President




EXHIBIT 16.1




           DELOITTE & TOUCHE, LLP
          400 One Financial Plaza
           120 South Sixth Street
           Minneapolis, MN 55402




August 14, 2002



Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read Item 4 of Othnet, Inc.'s Form 8-K dated August 14,
2002, and we agree with the statements made therein in
paragraphs one, two, three and six.  We have no basis to agree
or disagree with the  statements made in paragraphs four and
five.

Your truly,


/s/ Deloitte & Touche, LLP