SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20540
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 3, 1997
U.S. Digital Communications, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
0-21225 88-0101953
(Commission File Number) (IRS Employer Identification No.)
4764 Park Granada, Suite 110, Calabasas, California 91302
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (818) 225-0000
VisCorp
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Change in Registrant's Certifying Accountant
(a)(1) The Registrant's independent public accountants,
Blackman, Kallick Bartelstein, LLP ("BKB"), declined to stand for
reelection as the Registrant's auditors.
(i) The declination/resignation of BKB was effected by
letter dated September 24, 1997.
(ii) BKB's Reports to the Registrant for the fiscal years
ended December 31, 1995 and December 31, 1996 did not contain either
an adverse opinion or a disclaimer of opinion. However, both of such
reports were qualified as follows:
BKB's Report to the Registrant for the fiscal year ended
December 31, 1995 was qualified with respect to Registrant's ability
to continue as a going concern. BKB's Report with respect to such
year stated that the Registrant's financial statements had been
prepared assuming that it would continue as a going concern; that the
Registrant cannot currently generate sufficient revenues and cash flow
from operations to meet its business obligations; and that the
Registrant's future operations are predicated on raising additional
capital in debt or equity markets. BKB concluded that these factors
raised substantial doubt about the Registrant's ability to continue as
a going concern.
BKB's Report to the Registrant for the fiscal year ended
December 31, 1996 was also qualified with respect to Registrant's
ability to continue as a going concern. BKB's Report with respect to
such year stated that the Registrant's financial statements had been
prepared assuming that it would continue as a going concern; that the
Registrant continues to be a development stage enterprise and to date
has not generated any revenues from product sales or positive cash
flows from operations; that the ultimate success of the Registrant is
dependent upon its ability to complete the development of its products
and technology and to successfully introduce its products to the
consumer marketplace; and that the Registrant must also be able to
raise significant additional capital in debt or equity markets for
both the introduction and development of products and also to sustain
he day-to-day operations of the Registrant. BKB concluded that these
factors raised substantial doubt about the Registrant's ability to
continue as a going concern.
(iii) The decision to change accountants was not
recommended or approved by Registrant's Board of Directors or Audit
Committee, although the Board understood that since the Registrant had
moved its operations to California, it was not feasible to continue to
have its books audited by a small Chicago, Illinois based accounting
firm and therefore understood that BKB would probably voluntarily
resign or decline to stand for reelection as the Registrant's
auditors.
(iv) During the two most recent fiscal years, namely the
fiscal years ended December 31, 1995 and December 31, 1996, and the
subsequent interim periods preceding the decision of BKB to decline to
stand for reelection as the Registrant's auditors, there were no
<PAGE>
disagreements with BKB on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure.
Item 7. Financial Statements and Exhibits
16 Letter from Certifying Accountants
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.
U. S. Digital Communications, Inc.,
formerly VisCorp, a Nevada corporation
Date: December 3, 1997 By /s/ Lawrence Siegel
Lawrence Siegel, President
<PAGE>
bk
BLACKMAN
KALLICK
Certified Public Accountants/Consultants to Business
December 2, 1997
Mr. Hugh Jencks
U.S. Digital Communications, Inc.
4764 Park Granada, Suite 100
Calabasas, California 91302
Dear Hugh:
We have reviewed the revised Form 8-K, dated December 3, 1997, and
agree with the revised disclosures.
Sincerely,
BLACKMAN KALLICK BARTELSTEIN, LLP
/s/ Paul F. Oetter
Paul F. Oetter
A member of HLB International
Blackman Kallick Bartelstein, LLP
300 South Riverside Plaza, Chicago, Illinois 60606-6613
(312) 207-1040 FAX (312) 207-1066
Internet: http://www.bkbcppa.com
- -
LA\973090078
