SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FROM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of the earliest event reported: February 26, 1999
USA TALKS.COM, INC.
(Exact name of registrant as specified in charter)
NEVADA 33-2474-LA 93-0915593
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
4180 La Jolla Village Drive, Suite 570
La Jolla, California 92037
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (619) 546-0550
USA TALKS.COM, INC.
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
a. Effective February 26, 1999, USA Talks.com, Inc. (USAT),
formerly SBB, Inc. ("SBB") dismissed its prior certifying accountants, Crouch,
Bierwolf & Chisholm, ("CB&C") and retained its new certifying accountants,
Singer, Lewak Greenbaum & Goldstein. LLP ("SLGG"). CB&C's report on USAT's
(formerly SBB, Inc.) financial statements during the two most recent fiscal
years, and subsequent interim periods ended March 31, 1998, and June
30, 1998 preceding date hereof contained no adverse opinion or a disclaimer
of opinions, and was not qualified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was approved by
USAT's Board of Directors, and was not based upon any adverse circumstances
regarding the dismissal of CB&C.
During the last two fiscal years and the subsequent interim periods
ended March 31,1998, and June 30, 1998 preceding the date hereof, there were no
disagreements between USAT and CB&C on any matters or accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of CB&C, would have
caused it to make a reference to the subject matter of the disagreements in
connection with its reports.
None of the "reportable events" described in Item 304 (a)(1)(ii)
occurred with respect to USAT within the last two fiscal years and the
subsequent interim periods to the date hereof.
b. Effective February 26, 1999, USAT's Board of Directors approved
the engagement of SLGG as its principal accountants. During the last two
fiscal years and the subsequent interim periods to the date hereof, USAT did
not consult SLGG regarding any of the matters or events set forth in Item 304
(a)(2)(i) and (ii) or regulation S-K.
ITEM 5. OTHER EVENTS
N/A
ITEM 6. RESIGNATION OF REGISTRANTS DIRECTORS
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
N/A
ITEM 8. CHANGE IN FISCAL YEAR
N/A
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.
Date: March 2, 1999
USA Talks.com, Inc.
by: /s/
William H. Ervine, Jr.,
President
March 1, 1999
Securities and Exchange Commission
Washington DC 20549
Re: USA Talks.com, Inc. (formerly SBB, Inc.)
Change in Registrants Certifying Accountant
We were previously the principal accountants for USA Talks.com, Inc.
(formerly SBB, Inc.) and under the date of March 10, 1998, we reported on the
balance sheet for USA Talks.com, Inc. (formerly SBB, Inc.) for the year ended
December 31, 1997, and the related statements of income, retained earnings,
and cash flows for the period then ended and for the period from January 1, 1989
to December 31, 1997.
On March 1, 1999, our appointment as principal accountants was
terminated. We have read USA Talks.com, Inc.'s statement included under Item
4 of its 8-K dated March 1, 1999, and we agree with such statements, except
that we are not in a position to agree or disagree with USA Talks.com, Inc.'s
statements that during the last two fiscal years and the subsequent interim
period prior to the date hereof, it did not consult SLGG regarding any of
the matters or events set forth in Item 304 (a)(2)(i)(ii) or regulation S-K,
Respectfully,
Crouch, Bierwolf & Chisholm
