SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934





          Date of Report (date of earliest event reported): May 8, 1996



                         ISO BLOCK PRODUCTS (USA), INC.

             (Exact Name of Registrant as specified in its Charter)


                                    Colorado
                 (State or other jurisdiction of incorporation)


       0-25810                                              84-1026503
(Commission File Number)                          (IRS Employer Ident.  Number)



               8037 South Datura Street, Littleton, Colorado 80120
            (Address of Principal Executive Offices, incl. Zip Code)



         Registrant's telephone number, incl. area code: (303) 795-9729




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




<PAGE>



Item 4. Changes in the Registrant's Certifying Accountant.

      Effective May 8, 1996, the Registrant  dismissed BDO Seidman,  LLP ("BDO")
as its independent accountants.  The Registrant's decision to change accountants
was made by resolution of the board of directors.  The  Registrant  has no audit
committee.  The  Registrant's  common stock is neither  quoted nor traded in the
securities markets, and the Registrant has no operations.

      BDO has not delivered to the Registrant its audit report for either of the
fiscal  years  ended  March  31,  1996  or  1995.  BDO's  audit  report  on  the
Registrant's  financial  statements  for the fiscal year ended  March 31,  1994,
contained no adverse  opinion or disclaimer of opinion,  nor was it qualified or
modified  as to audit  scope or  accounting  principles.  However,  such  report
contained  an  explanatory  paragraph  related  to the  Registrant's  ability to
continue as a going concern.

      In  connection  with the  Registrant's  audits for the fiscal  years ended
March 31, 1996 and 1995 through the date of this report, there have not been any
disagreements  with BDO on any matter of  accounting  principles  or  practices,
financial  statement  disclosure,   or  auditing  scope  or  procedure,  as  the
registrant  understands  the term  "disagreements."  It is true,  however,  that
issues arose as to accounting treatment and  characterization,  and later, as to
the  proper  valuation,  of certain  German  assets of the  Registrant  known as
"Deutsche  Grundschulden".  Indeed, BDO and the Registrant spent a great deal of
time working to determine the proper classification and value of those assets.

      The Registrant notes that a German affiliate of BDO (namely, BDO Binder, a
firm  licensed  to  practice  accountancy  in  Germany)  audited  the  financial
statements of the German  subsidiary of the Registrant which owned the assets in
question.

      The  Registrant's  decision to dismiss BDO was based  primarily upon BDO's
repeated  dilatoriness in responding to numerous written and verbal inquiries of
the  Registrant,  including  frequent  failure for long  periods to return phone
calls of the Registrant or its agents.

      The  Registrant  will  file  copies  of  the  former  accountant's  letter
addressed to the Commission promptly upon its receipt.


Item 7.    Financial Statements and Exhibits.

        (c)    Exhibits.

               NONE




<PAGE>


                                   SIGNATURES

               Pursuant to the  requirements  of the Securities  Exchange Act of
1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

DATED:         August 27, 1996
                                        ISO BLOCK PRODUCTS (USA), INC.



                                        /s/ Egin Bresnig
                                        -------------------------------
                                        Egin Bresnig, President and CEO
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

          Date of Report (date of earliest event reported): May 8, 1996

                         ISO BLOCK PRODUCTS (USA), INC.

             (Exact Name of Registrant as specified in its Charter)

                                    Colorado
                 (State or other jurisdiction of incorporation)

       0-25810                                              84-1026503
(Commission File Number)                          (IRS Employer Ident.  Number)

               8037 South Datura Street, Littleton, Colorado 80120
            (Address of Principal Executive Offices, incl. Zip Code)

         Registrant's telephone number, incl. area code: (303) 795-9729

          (Former name or former address, if changed since last report)
Item 4. Changes in the Registrant's Certifying Accountant.

      Effective May 8, 1996, the Registrant  dismissed BDO Seidman,  LLP ("BDO")
as its independent accountants.  The Registrant's decision to change accountants
was made by resolution of the board of directors.  The  Registrant  has no audit
committee.  The  Registrant's  common stock is neither  quoted nor traded in the
securities markets, and the Registrant has no operations.

      BDO has not delivered to the Registrant its audit report for either of the
fiscal  years  ended  March  31,  1996  or  1995.  BDO's  audit  report  on  the
Registrant's  financial  statements  for the fiscal year ended  March 31,  1994,
contained no adverse  opinion or disclaimer of opinion,  nor was it qualified or
modified  as to audit  scope or  accounting  principles.  However,  such  report
contained  an  explanatory  paragraph  related  to the  Registrant's  ability to
continue as a going concern.

      In  connection  with the  Registrant's  audits for the fiscal  years ended
March 31, 1996 and 1995 through the date of this report, there have not been any
disagreements  with BDO on any matter of  accounting  principles  or  practices,
financial  statement  disclosure,   or  auditing  scope  or  procedure,  as  the
registrant  understands  the term  "disagreements."  It is true,  however,  that
issues arose as to accounting treatment and  characterization,  and later, as to
the  proper  valuation,  of certain  German  assets of the  Registrant  known as
"Deutsche  Grundschulden".  Indeed, BDO and the Registrant spent a great deal of
time working to determine the proper classification and value of those assets.

      The Registrant notes that a German affiliate of BDO (namely, BDO Binder, a
firm  licensed  to  practice  accountancy  in  Germany)  audited  the  financial
statements of the German  subsidiary of the Registrant which owned the assets in
question.

      The  Registrant's  decision to dismiss BDO was based  primarily upon BDO's
repeated  dilatoriness in responding to numerous written and verbal inquiries of
the  Registrant,  including  frequent  failure for long  periods to return phone
calls of the Registrant or its agents.

      The  Registrant  will  file  copies  of  the  former  accountant's  letter
addressed to the Commission promptly upon its receipt.

Item 7.    Financial Statements and Exhibits.

        (c)    Exhibits.

               NONE
SIGNATURES

               Pursuant to the  requirements  of the Securities  Exchange Act of
1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

DATED:         August 27, 1996
                                        ISO BLOCK PRODUCTS (USA), INC.

                                        /s/ Egin Bresnig
                                        -------------------------------
                                        Egin Bresnig, President and CEO