SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT
Date of report (Date of earliest event reported): November 17, 1998
USABG CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-28140 11-2974406
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
53-09 97th Place, Corona, New York 11368
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (718) 699-0100
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Item 4. Changes in Registrant's Certifying Accountant.
On November 17, 1998, Scarano and Tomaro, P.C. (the "Former Accountant")
declined to stand for reappointment as USABG Corp.'s (the "Company") independent
public accountant. The Former Accountant's report on the financial statements
for the past two years did not contain any adverse opinion or a disclaimer of
opinion, nor was it qualified or modified as to any uncertainty, audit scope or
accounting principles. There were no disagreements with the Former Accountant on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure.
Item 5. Other Events.
The engagement of a new accountant was approved by the Company's Board of
Directors. The Company has engaged Massella, Tomaro & Co., LLP to replace the
Former Accountant as the Company's independent certifying public accountant.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
16.1 Letter on change in certifying public accountant.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
November 23, 1998 USABG CORP.
By: /s/ Joseph Polito
Joseph Polito, President
Exhibit 16.1
125 Michael Drive, Suite 101
SCARANO & TOMARO, P.C. Syosset, New York 11791
Certified Public Accountants & Consultants 516 364-0300
Fax 516 364-3003
November 23, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: USABG CORP.
File Ref. No. 33-26782-NY
We were previously the independent auditors for USABG CORP. ("the Company")
under the date of October 4, 1997, we reported on the consolidated financial
statements of USABG CORP. and subsidiaries as at June 30, 1997, and for each of
the years in the two-year period then ended. On November 17, 1998, our
engagement was terminated. We have read the statements included under Item 4 of
Form 8-K dated November 23, 1998, of USABG CORP. and based on the following the
respondent agrees with such statements. Regarding disagreements and reportable
events, the respondent knows of no such matters but we suggest you contact
Anthony Tomaro directly who was the engagement partner at Scarano & Tomaro, P.C.
relating to the audits of USABG CORP. Anthony Tomaro is affiliated with the
Company's new auditor's Massella, Tomaro & Co., LLP.
Very truly yours,
Scarano & Tomaro, P.C.
<PAGE>
125 Michael Drive, Suite 101
SCARANO & TOMARO, P.C. Syosset, New York 11791
Certified Public Accountants & Consultants 516 364-0300
Fax 516 364-3003
November 24, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: USABG CORP.
File Ref. No. 33-26782-NY
As a former partner of Scarano & Tomaro, P.C. and as a partner of Massella,
Tomaro & Co., LLP (the successor accountant to USABG Corp.), I have read the
statements included under Item 4 and 5 of Form 8-K dated November 23, 1998, of
USABG Corp. And agree with such statements.
Very truly yours.
Anthony Tomaro, CPA
Partner
