8-K

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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 OF 1934

Date of Report (Date of earliest event reported) July 31, 2001
                                                 -------------------------------

                    Internet Commerce & Communications, Inc.
- --------------------------------------------------------------------------------
               (Exact name of Registrant as specified in charter)

                                    Delaware
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                 (State or other jurisdiction of incorporation)

       001-12063                                           84-1322326
- ------------------------                       ---------------------------------
(Commission File Number)                       (IRS Employee Identification No.)

7100 East Belleview Avenue, Suite 201, Greenwood Village, Colorado      80111
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           (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code (303) 414-7100
                                                   -----------------------------

                    Internet Commerce & Communications, Inc.
           999 Eighteenth Street, Suite 2201, Denver, Colorado 80202
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          (Former name or former address, if changed since last report)

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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

     On July 31, 2001, Internet Commerce & Communications, Inc., a Delaware
corporation, filed a voluntary petition for relief under Chapter 11, Title 11 of
the United States Bankruptcy Code with the United States Bankruptcy Court for
the District of Colorado (the "Court").

     The Chapter 11 filing is intended to allow the Registrant, as
debtor-in-possession, to continue to manage and operate its assets and
businesses in the ordinary course of business subject to the supervision and
orders of the Court.

     A copy of the press release of the Registrant dated July 31, 2001 is
attached as Exhibit 20.1 hereto and is hereby incorporated by reference.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     On August 8, 2001, Ernst & Young LLP ("E&Y") notified the Registrant that
E&Y was resigning as the Registrant's independent auditor. E&Y's reports on the
Registrants' financial statements for each of the past two fiscal years did not
contain an adverse opinion or a disclaimer of opinion, nor was either report
modified as to uncertainty, audit scope or accounting principles, except as
follows. The report on the Registrant's financial statements for the year ended
December 31, 2000 was qualified to describe the uncertainty regarding the
Registrant's ability to continue as a going concern, as a result of recurring
operating losses and a working capital deficiency.  In addition, the report
noted that the Registrant was not in compliance with certain loan agreement
covenants and was delinquent in making certain payments. The report also made
reference to management's plans regarding the "going concern" qualification, as
addressed in the Notes to Consolidated Financial Statements. During the
Registrant's two most recent fiscal years and the subsequent interim period
preceding the date of the change in independent auditor, there were no
disagreements with E&Y on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     List below the financial statements, pro forma financial information and
exhibits, if any, filed as a part of this report.

     (a) Financial Statements of Businesses Acquired:

               Not required.

     (b) Pro Forma Financial Information:

               Not required.

     (c) Exhibits:

            Exhibit Number                       Description

               16.1*             Letter from Ernst & Young LLP to the Securities
                                 and Exchange Commission concerning the
                                 Registrant's disclosure of Ernst & Young LLP's
                                 resignation as independent auditor.

               20.1              News Release dated July 31, 2001.

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     *    To be filed by amendment.

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                                    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.


                                 Internet Commerce & Communications, Inc.
                            ----------------------------------------------------
                                               (Registrant)

   Date: August 15, 2001    By: /s/ DOUGLAS H. HANSON
                                ------------------------------------------------
                                Douglas H. Hanson
                                Chairman, Chief Executive Officer, and President

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                               INDEX TO EXHIBITS



EXHIBIT
NUMBER             DESCRIPTION
- -------            -----------

                
 16.1*             Letter from Ernst & Young LLP to the Securities
                   and Exchange Commission concerning the
                   Registrant's disclosure of Ernst & Young LLP's
                   resignation as independent auditor.

 20.1              News Release dated July 31, 2001.


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* To be filed by amendment.

EX-20.1

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                                                                    EXHIBIT 20.1

                 [INTERNET COMMERCE & COMMUNICATIONS LETTERHEAD]


FOR IMMEDIATE RELEASE:                 Please contact:
July 31, 2001                                    Andrea Scott
                                                 Phone: 303.313.0804
                                                 Email: andrea.scott@iccx.net

  INTERNET COMMERCE & COMMUNICATIONS TO REORGANIZE UNDER CHAPTER 11 PROTECTION

     DENVER, CO, JULY 31, 2001 - Internet Commerce & Communications (ICCXC), a
national web solutions/e-commerce and connectivity company, announced today that
it has filed for protection under Chapter 11 of Title 11, of the United States
Bankruptcy Code.

"We strongly believe we can emerge from this proceeding a much stronger and
viable company," said Douglas Hanson, Chairman & CEO of IC&C. "As one of the
largest investors, I thought long and hard about this decision, but in the end I
felt this was the best course of action for our employees, our vendors and our
shareholders."

The company also announced that it is working with its secured creditor to
provide the funds necessary to meet its on-going financial obligations.

"Our customers will continue to receive the excellent service they have become
accustomed to receiving," Hanson further commented. "In fact, I hope that this
action will make us a formidable competitor in the market place."

ABOUT INTERNET COMMERCE & COMMUNICATIONS

Denver-based Internet Commerce & Communications is a national e-commerce and
connectivity company, focusing on fully integrated solutions for small and
medium-sized enterprises (SME's). The Company specializes in e-business
applications; consulting, hosting, co-location, and web solutions, including
design and marketing; and high-speed access, including DSL service. For more
information about IC&C, call (800) 411-6066, or visit www.iccx.net.

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This press release may contain forward-looking statements. Although the company
believes these statements are based on reasonable assumptions, differences
between assumed facts and actual results can be material, depending on the
circumstances. Investors should be aware of the important factors and risks that
could have a material impact on future cash results and should refer to the
cautionary statements sections of IC&C's periodic filings with the Securities
and Exchange Commission, including its most recent forms 10-K and 10-Q
(including filings made under ticker symbols RMII and INCC).

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