SECURITIES AND EXCHANGE COMMISSION
                                               WASHINGTON, DC 20549



                                                  AMENDMENT NO. 1
                                                        TO
                                                     FORM 8-K

                                                  CURRENT REPORT
                                      PURSUANT TO SECTION 13 OR 15(d) OF THE
                                            SECURITIES AND EXCHANGE ACT


            Date of report (Date of earliest event reported):January 31, 2000
                                                             ----------------


                                             FINANCIAL INTRANET, INC.
                                             ------------------------
                            (Exact Name of Registrant as Specified in Charter)


                         


                    Nevada                                7375                                  88-0357272
         --------------------------------            -------------                          --------------
         (State or Other Jurisdiction                (Commission                        (IRS Employer
             of Incorporation)                         File Number)                      Identification No.)


    116 Radio Circle, Mt. Kisco, New York                            10549
  ----------------------------------------------------------------------------
          (Address of Principal Executive Offices)                 (Zip Code)


         Registrant's telephone number, including area code:   (914) 242-4848
                                                             -----------------


























Item 4.  Changes in Registrant's Certifying Accountant.

         On January 31, 2000, the Company  engaged  Richard A. Eisner & Company,
LLP as its independent  accountants  following dismissal of the Company's former
independent  accountants,   Reminick  Aarons  &  Company,  LLP.  The  change  of
independent accountants was approved by the Board of Directors of the Company.

         During the Company's last two fiscal years there were no  disagreements
between  the  Company  and its former  independent  accountants  on any  matters
relating to accounting principles or practices,  financial statement disclosure,
or auditing scope or procedure,  which,  if not resolved to the  satisfaction of
the former independent accountants,  would have caused them to make reference to
the subject matter of the disagreement in their report.

         The former independent  accountants'  report on the Company's financial
statements for the year ended December 31, 1997 was unqualified.  The report for
the year ended  December  31, 1998 was  modified  when issued with respect to an
explanatory  paragraph  describing a going concern issue. Such report,  however,
did not contain any adverse  opinion or disclaimer of opinion or was modified as
to audit scope, accounting principles or other uncertainty.

Item 7.  Financial Statements and Exhibits

         (c) Exhibits:

                  16.1 Letter regarding change in certifying public accountant.


                                                    SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.


February 17, 2000                         FINANCIAL INTRANET, INC.

                                          By: /s/ Michael Sheppard
                                              Michael Sheppard, President and
                                              Chief Operating Officer