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REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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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) March 1, 1999
USA TALKS.COM, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 93-0915593
(Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification Number)
4180 LA JOLLA VILLAGE DRIVE SUITE, 570
LA JOLLA, CALIFORNIA 92037
619-546-0550
(Address of Principal Executive Offices)
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
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
a. Effective March 1, 1999, USA Talks.com, Inc. ("USAT'), formerly SBB,
Inc. ("SBB") dismissed its prior certifying accountants, Crouch, Bierwolf &
Chisolm, ("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 March 1, 1999, USAT's Board of Directors approved the
engagement of SLGG as its principal accountants. During the last two years
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) of regulation S-K.
ITEM 5. OTHER EVENTS
N/A
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
N/A
ITEM 8. CHANGE IN FISCAL YEAR
N/A
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
USA Talks.com, Inc.
Dated: March 1, 1999 By /s/ William H. Ervine, Jr.
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William H. Ervine, Jr.,
President
