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):
November 4, 1996
U.S. WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-24742 13-3704059
State of Commission File IRS Employer
Incorporation Number. Identification No.
2694 Bishop Drive
San Ramon California 94583
Address of principal executive offices
Registrant's telephone number, including area code (510) 830-8801
American Toys, Inc.
448 West 16th Street
New York, New York 10011
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN THE REGISTRANT'S
CERTIFYING ACCOUNTANT.
On August 15, 1996, the board of directors of the
Registrant authorized the Registrant's executive officers to
interview and engage a new auditing firm for the Registrant.
This resolution was enacted in order for the Registrant to have
its auditors in closer proximity to its executive offices. On
October 24, 1996 the Registrant dismissed Scarano & Lipton,
P.C. as its auditors.
The change in accountants was not due to any
discrepancies or disagreements between the Company and
Scarano & Lipton, P.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure.
The former accountants' reports on the Registrant's
financial statements for the years ended March 31, 1995 and
1996 did not contain any adverse opinions, disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. There was a change in the
method of accounting of its minority interest in Play Co. Toys &
Entertainment Corp., to a more generally accepted method of
accounting as disclosed in footnote 5 of the financial statements
included in the Form 10-QSB quarterly report for the Registrant
for the three months ended June 30, 1996, the Registrant's audited
financial statements for the year ended March 31, 1995 may be
required to be amended.
As required by Item 304 (a)(3) of Regulation S-B
promulgated under the Securities Act of 1933, as amended,
Scarano & Lipton, P.C. has furnished to the Registrant a letter
addressed to the Securities and Exchange Commission stating
that such firm agrees with the statements made by the Registrant
herein. A copy of such letter is attached to this form as an
exhibit.
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U.S. WIRELESS CORPORATION
FORM 8-K
EXHIBITS
16.01. Letter pursuant to Item 304 (a)(3) of Regulation S-B.
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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 this 5th day of November, 1996.
U.S. WIRELESS CORPORATION
By: /s/ Dr. Oliver Hilsenrath
Dr. Oliver Hilsenrath
Chief Executive Officer
<PAGE>
Exhibit 16
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We were previously the principal accountants for U.S. Wireless
Corporation (formerly American Toys, Inc.) (the "Registrant"),
and on July 12, 1996 we reported on the consolidated financial
statements of the Company as of and for the two years ended
March 31, 1996. On October 24, 1996 we were dismissed as
principal accountants of the Company. We have read the
Registrant's statements included under Item 4 of its Form 8-K for
November 5, 1996 and we agree with such statements.
Very truly yours,
Scarano & Lipton, P.C.
Mitchel Field, New York
November 5, 1996
