U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 10, 1999
WORLD SHOPPING NETWORK, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or jurisdiction of incorporation or organization)
000-20277
(Commission File Number)
11-2872782
(I.R.S. Employer Identification Number)
1530 Brookhollow Drive, Suite C, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (714) 427-0760
(Former name or former address, if changed since last report)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Effective on September 10, 1999, the independent
accountant who was previously engaged as the principal accountant
to audit the registrant's financial statements, Rothstein, Kass &
Company, P.C., was dismissed by the Registrant. This
accountant's report on the financial statements for the past two
years neither contained an adverse opinion or a disclaimer of
opinion, nor was qualified or modified as to uncertainty, audit
scope, or accounting principles. The decision to change
accountants was approved by the Board of Directors.
During the Registrant's two most recent fiscal years and any
subsequent interim period preceding such resignation, there were
no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. In addition, there
were no "reportable events" as described in Item 304(a)(1)(iv)(B)1
through 3 of Regulation S-B that occurred within the Registrant's
two most recent fiscal years and the subsequent interim period preceding
the former accountant's dismissal.
(b) Effective on September 15, 1999, the firm of Keyhan Company
has been engaged to serve as the new principal accountant to
audit the Registrant's financial statements. During the
Registrant's two most recent fiscal years, and the subsequent
interim period prior to engaging that accountant, neither the
registrant (nor someone on its behalf) consulted the newly
engaged accountant regarding any matter.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
World Shopping Network, Inc.
Dated: March 7, 2000 By: /s/ John J. Anton
John J. Anton, President
EXHIBIT INDEX
Number Exhibit Description
16 Letter on Change in Certifying Accountant (see below).
Rothstein, Kass & Company, P.C.
Certified Public Accountants
85 Livingston Avenue
Roseland, New Jersey 07068-1785
(973) 994-6666/ Fax (973) 994-0337
March 7, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by World Shopping Network, Inc.
(formerly known as USA Growth, Inc.) (copy attached) which we
understand will be filed with the Commission, pursuant to Item 4
of Form 8-K, as part of the Company's Form 8-K/A report for the
month of March 2000. We agree with the statements concerning our
Firm in such Form 8-K/A.
Very truly yours,
/s/ Rothstein, Kass & Company, P.C.
Rothstein, Kass & Company, P.C.
