SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 16, 1999
U.S.A. Growth, Inc.
(Exact name of registrant as specified in its charter)
000-20277 11-2872782
(Commission File Number) (I.R.S. Employer Identification No.)
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 714/427-0760
Not Applicable
(Former name or former address, if changed since last report)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective September 10, 1999, U.S.A. Growth, Inc. (the "Company") has elected
to dismiss Rothstein, Kass & Company, P.C., a New Jersey public accounting
firm, as its principal accountant to audit the Company's financial statements.
The Board of Directors reached this decision, after careful consideration, as a
result of the recent relocation of the Company's executive offices to
California.
The Company is currently in process of interviewing qualified public accounting
firms, locally, to serve as the principal accountants to audit the Company's
financial statements.
The report on the financial statements for the past two fiscal years (July 31,
1998, and 1997) issued by Rothstein, Kass & Company ("Former Accountant")
was unqualified. The reports did not contain an adverse opinion or a
disclaimer
of opinion, nor was qualified or modified as to uncertainty, audit scope, or
accounting principles.
During these audits there were no disagreements with the Former Accountants
on any matter of accounting principles, or practices, financial statement
disclosure, or auditing scope of procedure.
The Board of Directors is not aware of any communication from the Prior
Accountant:
(A) that the internal controls necessary for the registrant to develop reliable
financial statements do not exist;
(B) that any information has come to accountant's attention that has led it to
no longer be able to rely on management's representations, that has
made it unwilling to be associated with the financial statements prepared
by management;
(C) of the need to expand significantly the scope of its audit, or that the
information has come to the accountant's attention, that if further
investigated may (a) materially impact the fairness or reliability of either: a
previously issued audit report or the underlying financial statements; or
the financial statements issued subsequent to the date of the most recent
financial statements covered by an audit report, or (b) cause it to be
unwilling to rely on management's representations or be associated with
the registrant's financial statements.
2
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, thereunto duly authorized.
Dated: September 16, 1999 U.S.A. Growth, Inc.
By: /s/ John J. Anton
John J. Anton.
President
3
U.S.A. GROWTH INC.
1530 BROOKHOLLOW DRIVE, SUITE C
SANTA ANA, CA 92705
September 16, 1999
Mr. Steve Kass
Rothstein, Kass & Company, P.C.
85 Livingston Avenue
Roseland, NJ 07068-1785
Dear Mr. Kass:
Enclosed is a copy of the disclosures U.S.A. Growth, Inc. is making in response
to Item
304(a) of regulation S-K, in connection with the change in the registrant's
certifying
accountant.
Please review the enclosed document carefully and provide us with a letter
addressed to
the Commission stating whether you agree with the statements made, and if not,
stating
the respects in which you do not agree.
We appreciate your prompt response to this inquiry, as our Form 8-K will be
filed with
the Commission on September 17, 1999. If you are unable to respond by close of
business today, we respectfully request your response as promptly as possible
so that we
can file the letter with the Commission within ten business days after the
filing.
Very truly yours,
U.S.A. GROWTH, INC.
By: /s/ John J. Anton
John J. Anton
President
