<PAGE>
--------------------
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------
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) 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)
<PAGE>
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 17, 1999 By /s/ William H. Ervine, Jr.
-------------------------------------
William H. Ervine, Jr.,
President
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
No. Exhibit
- ------- -------
16 Letter re change in certifying accountants
<PAGE>
Exhibit 16
March 1, 1999
Securities and Exchange Commission
Washington, DC 20549
Re: USA Talks.com, Inc. (formerly SBB, Inc.)
Change in Registrant's Certifying Accountant
We were previously the principal accountants 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 Form
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 periods 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) of Regulation S-K.
Respectfully,
/s/ Crouch, Bierwolf & Chisolm
Certified Public Accountants
