AMERICAN TOYS INC
8-K, 1996-11-29
HOBBY, TOY & GAME SHOPS
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                       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 20, 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



                                       N/A
          (Former name or former address, if changed since last report)









<PAGE>



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.

         As  reported  in the Form 8-K  dated  November  4,  1996 the  change in
accountants  was not  due to any  discrepancies  or  disagreements  between  the
Company  and  Scarano  &  Lipton  on any  matter  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure.

         Effective as of November 20, 1996, the Registrant has engaged Haskell &
White,  Certified  Public  Accountants as its  certifying  auditors to audit the
Registrant's financial statements for the year ended March 31, 1996.

<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 this 26th day of November, 1996.





                                U.S. WIRELESS CORPORATION



                        By:    \s\ Dr. Oliver Hilsenrath
                                 Dr. Oliver Hilsenrath
                                 Chief Executive Officer


<PAGE>


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