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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 3, 2000
USA DIGITAL, INC.
(Exact name of registrant as specified in charter)
NEVADA 000-27481 59-3560920
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
100 WEST LUCERNE CIRCLE, SUITE 600, ORLANDO, FL 32801
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (813) 230-9100
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1 THROUGH 3. NOT APPLICABLE.
ITEM 4.
The Board of Directors of USA Digital, Inc. (the "Registrant") has
declined to reappoint its former accountant, Weinberg & Company, P.A.
("Weinberg") as of May 3, 2000.
During the two most recent fiscal years ended March 31, 2000 and the
subsequent interim period through May 3, 2000, the financial statements of the
Registrant did not contain an adverse opinion or a disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
There were no disagreements with Weinberg on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Weinberg's satisfaction,
would have caused it to make reference in connection with its report to the
subject matter of the disagreement.
The Registrant has provided Weinberg with a copy of this Report, and
has requested that Weinberg furnish the Registrant with a letter addressed to
the Commission stating whether it agrees with the statements made by the
Registrant. Such letter is attached as an exhibit to this Report.
The Registrant has engaged Ernst & Young LLP as its principal
accountant commencing on May 3, 2000.
ITEMS 5 THROUGH 6. NOT APPLICABLE.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
The following Exhibit is filed as part of this report:
EXHIBIT NO.:
(16) Letter re: Change in Certifying Accountant.
ITEMS 8 THROUGH 9. NOT APPLICABLE.
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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.
USA DIGITAL, INC.
By: /s/ Peter J. Lyons
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Peter J. Lyons, Chief Executive Officer
Date: May 3, 2000
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EXHIBIT 16
May 3, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: USA DIGITAL, INC.
FILE REF. NO. 000-27481
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We were previously the principal accountant for USA Digital, Inc. and, under the
date of July 15, 1999 (except for Notes 6 and 5(D) as to which the dates are
August 5, 1999 and October 18, 1999, respectively we reported on the financial
statements of USA Digital, Inc. as of March 31, 1999 and for the period from
July 9, 1998 (inception) to March 31, 1999. On May 3, 2000, our appointment as
principal accountant was terminated. We have read USA Digital, Inc.'s statements
included under Item 4 of its Form 8-K dated May 3, 2000, and we agree with such
statements.
Very truly yours,
/s/ WEINBERG & COMPANY, P.A.
Certified Public Accountants
