SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 July 22, 1996 ------------------------------------------------ Date of Report (date of earliest event reported) DATALINK SYSTEMS CORPORATION ---------------------------------------------------- Exact name of Registrant as Specified in its Charter Nevada 33-21508 35-3574355 - - --------------------------- --------------- --------------------------- State or Other Jurisdiction Commission File IRS Employer Identification of Incorporation Number Number 17420 High Street, Los Gatos, California 95032 ---------------------------------------------------------- Address of Principal Executive Offices, Including Zip Code (408) 354-5604 -------------------------------------------------- Registrant's Telephone Number, Including Area Code ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. (a) On July 22, 1996, Datalink Systems Corporation (the "Registrant"), engaged Coopers & Lybrand, LLP as its independent accountants for the fiscal year ended March 31, 1997. Also on July 22, 1996, Davis & Co., CPAs, P.C. was dismissed as the Registrant's independent accountants. (b) Davis & Co., CPAs, P.C.'s report on the Registrant's financial statements for the fiscal year ended March 31, 1996 contained no adverse opinion or disclaimer of opinion nor were they qualified as to uncertainty, audit scope or accounting principles, except that Davis & Co., CPAs, P.C.'s report on the Registrant's financial statements for the fiscal year ended March 31, 1996 contained a qualification concerning the Registrant's ability to continue as a going concern. (c) The Registrant's Board of Directors made the decision to engage Cooper's & Lybrand, LLP. The Registrant has no audit or similar committee. (d) In connection with the prior audit for the fiscal year ended March 31, 1996, and during the interim period from March 31, 1996 to July 22, 1996, there have been no disagreements with Davis & Co., CPAs, P.C. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (e) The Registrant did not consult with Coopers & Lybrand, LLP with regard to any matter concerning the application of accounting principles to any specific transactions, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Registrant's financial statements. (f) The Registrant has requested that Davis & Co., CPAs, P.C. review the disclosure and that firm has been given an opportunity to furnish the Registrant with a letter addressed to the Commission containing any new information, clarification of the registrant's expression of its views, or the respect in which it does not agree with the statements made by the Registrant herein. Such letter is filed as an exhibit to this Report. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) EXHIBITS. Exhibit 16. Letter from Davis & Co., CPAs, P.C. 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, hereunto duly authorized. DATALINK SYSTEMS CORPORATION Dated: July 22, 1996 By /s/ Anthony LaPine Anthony LaPine, President