8-K

                       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): June 4, 2001


                                  VITRIX, INC.
               (Exact Name of Registrant as Specified in Charter)


            Nevada                    001-10320                  13-3465289
(State or Other Jurisdiction    (Commission File Number)       (IRS Employer
       of Incorporation                                      Identification No.)


51 West Third Street, Suite 310, Tempe, Arizona                    85281
   (Address of Principal Executive Offices)                      (Zip Code)


       Registrant's telephone number, including area code: (480) 967-5800


                                 Not Applicable
         (Former name or former address, if changed since last report.)

ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)(1) On June 4, 2001, Vitrix,  Inc. (the "COMPANY"),  with the approval of the
Company's board of directors,  dismissed BDO Seidman, LLP ("BDO SEIDMAN") as its
independent  accountants.  The dismissal came as a result of notification by BDO
Seidman  that its audit fees for the fiscal year ending June 30, 2001 (the "2001
Fiscal Year"),  were going to increase  substantially.  As discussed  below, the
Company has  engaged the firm of Semple & Cooper LLP  ("Semple & Cooper") as its
independent  auditors  for the 2001  Fiscal  Year.  As a member  of BDO  Seidman
Alliance Program, Semple & Cooper has joint ventured the audit work with respect
to the Company's  financial  statements for the previous three fiscal years and,
therefore, is familiar with the Company's financial statements.

     BDO Seidman's reports on the Company's  consolidated  financial  statements
for the past two years have not contained  any adverse  opinion or disclaimer of
opinion and have not been qualified or modified as to  uncertainty,  audit scope
or  accounting  principles.  In addition,  during the  Company's two most recent
fiscal  years  and  the  subsequent  interim  periods  preceding  BDO  Seidman's
dismissal,  there have not been any disagreements with BDO Seidman 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 BDO Seidman,  would have caused them to make a reference to the
subject matter of the disagreement in connection with their reports.

     During the Company's two most recent  fiscal years and  subsequent  interim
period preceding the dismissal of BDO Seidman:

     (i) BDO  Seidman  did not advise the  Company  that the  internal  controls
necessary  for the  Company to develop  reliable  financial  statements  did not
exist;

     (ii) BDO Seidman did not advise the Company  that  information  had come to
BDO  Seidman's  attention  that  led  them  to no  longer  be  able  to  rely on
management's representations,  or that made them unwilling to be associated with
the financial statements prepared by management;

     (iii)  BDO  Seidman  did not  advise  the  Company  of the  need to  expand
significantly  the scope of their audit,  or that  information had come to their
attention during such period that, if further  investigated,  may (A) materially
impact the fairness or reliability of previously issued  consolidated  financial
statements  and Reports of  Independent  Auditors,  or the financial  statements
issued or to be issued covering the fiscal  period(s)  subsequent to the date of
the most recent financial  statements  covered by an audit report,  or (B) cause
BDO  Seidman  to be  unwilling  to rely on  management's  representations  or be
associated with the Company's consolidated financial statements; and

     (iv) BDO Seidman did not advise the Company  that  information  had come to
their  attention  that they had  concluded  materially  impacted the fairness or
reliability of previously issued consolidated  financial  statements and Reports
of Independent Auditors,  or the consolidated  financial statements issued or to
be issued  covering  the  fiscal  period(s)  subsequent  to the date of the most
recent consolidated financial statements covered by an audit report.

     The  Company  has  provided  BDO  Seidman  with  a copy  of  the  foregoing
disclosure, and has requested that BDO Seidman furnish the Company with a letter
addressed to the Securities and Exchange  Commission  stating  whether or not it
agrees  with such  disclosure.  The Company has filed as an Exhibit to this Form
8-K a copy of the letter  from BDO Seidman  required  by Item 304 of  Regulation
S-K.

(a)(2) On June 4, 2001, the Company  engaged Semple & Cooper as its  independent
auditors.  Prior to its engagement,  the Company had not consulted with Semple &
Cooper with respect to:

     (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  (as defined
in Item  301(a)(1)(iv) of Regulation S-K) or a reportable event (as described in
Item 301(a)(1)(v) of Regulation S-K) .

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)  Exhibits.

          16.  Letter from BDO Seidman,  LLP, dated June 4, 2001,  regarding its
               concurrence  or  disagreement  with  the  statements  made by the
               registrant in the current report  concerning  the  resignation or
               dismissal as the registrants principal accountant.

                                    SIGNATURE

     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.


                                        VITRIX, INC.


                                        By: /s/ Craig J. Smith
                                            ------------------------------------
                                            Name:  Craig J. Smith
                                            Title: Chief Financial Officer

Dated: June 6, 2001

                                 Exhibit Index

Exhibit
Number    Description
- ------    -----------
16        Letter  from BDO  Seidman,  LLP,  dated  June 4, 2001,  regarding  its
          concurrence or disagreement with the statements made by the registrant
          in the current report  concerning the  resignation or dismissal as the
          registrants' principal accountant.

EX-16

                                                                      Exhibit 16


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

Ladies and Gentlemen:

We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that occurred on June 4, 2001, to be filed by our former  client,  Vitrix,
Inc. We agree with the statements  made in response to that item insofar as they
relate to our Firm


                                        /s/ BDO Seidman, LLP
                                        ----------------------------------------

Los Angeles, California
June 4, 2001