<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20540
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 5, 1998
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.)
2 Wisconsin Circle, Chevy Chase, MD 20815
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (301) 961-1540
Item 4. Change in Registrant's Certifying Accountant
The Registrant, on June 1, 1998 engaged Arthur Andersen LLP to perform an
audit of its consolidated balance sheet for the fiscal year ended December 31,
1997. There had been no disagreements between the Registrant and its former
accountant Blackman, Kallick, Bartelstein, LLP.
Item 7. Financial Statements and Exhibits
16 Letter from Certifying Accountant
<PAGE>
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.,
Date: June 5, 1998 By /s/ Robert J. Wussler
___________________________
Robert J. Wussler, Chairman
<PAGE>
EXHIBIT 16
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
June 1, 1998
Mr. Robert J. Wussler
Chairman
U.S. Digital Communications, Inc.
2 Wisconsin Avenue
Suite 700
Chevy Chase, Maryland 20815
Dear Mr. Wussler:
We have been engaged to perform an audit of the consolidated balance sheet as of
December 31, 1997, and the related consolidated statements of income and cash
flows for the year then ended, for U.S. Digital Communications, Inc., including
its wholly owned subsidiary Skysite Communications Corporation. At the present
time, we have not completed our audit of the financial statements of the Company
as of any date or for any period. However, certain auditing procedures are
substantially complete to date, including the following steps primarily related
to the Company's subsidiary Skysite at December 31, 1997: 1) verification of
cash balances; 2) confirmation of accounts receivable; 3) observation of
inventories; 4) testing of accounts payable and other liabilities; 5) review of
revenue recognition and deferred revenues; and 6) vouching of expense
disbursements.
Based on our understanding obtained to date with respect to the Company and its
records, nothing has come to our attention that would cause us to believe that
the financial statements referred to above are unauditable or that the Company
would be unable to meet its public reporting requirements with respect to
SEC-compliant Forms 8-K, 10-Q, and 10-K.
It should be noted that the procedures we have performed to date do not
constitute a complete audit made in accordance with generally accepted
auditing standards. Also, those procedures would not necessarily reveal matters
of significance with respect to the comments contained in this letter.
Accordingly, we make no representations regarding the sufficiency of the
foregoing procedures for your purposes. In addition, we are unable to and do not
express any opinion on the Company's unaudited consolidated balance sheet as of
December 31, 1997, or the results of operations or cash flows as of any date or
for any period.
We have discussed with the Company that issuance of an unqualified auditors'
report would require the Company to receive sufficient unrestricted capital
resources to support operations throughout the 12 months following the date of
financial statements under audit.
This letter is intended solely for the information of U.S. Digital
Communications, Inc., and is not to be used, circulated, quoted or otherwise
referred to for any other purpose, including, but not limited to, reference in
whole or in part in connection with any prospectus or other document.
Very Truly Yours,
/s/ Arthur Andersen LLP
