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) November 10, 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)
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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 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-t0-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 disagreements with
BKB on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.
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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: November 10, 1997 By /s/ Lawrence Siegel
Lawrence Siegel, President
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Letter from Accountants
The Registrant requested a letter from BKB to the effect that it agrees
with the disclosures contained in the Registrant's amended Form 8-K. BKB
has not yet provided such a letter. When and if received by the Registrant,
it will be filed as an addendum to this Form 8-K/A.
