SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 8-K/A
                               (AMENDMENT NO. 1)

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934


                       Date of Report (Date of earliest
                        event reported):  June 2, 2003

                               NETWORK USA, INC.
            (Exact name of registrant as specified in its Charter)

           Nevada            		 33-10456         	     76-0192477
      (State or other                (Commission File              (IRS Employer
jurisdiction of Incorporation) 		 Number)		Identification Number)


            6720 Sandspoint, Suite 204, Houston, Texas  77074
              (Address of principal executive offices)(Zip Code)

                        Registrant's telephone number,
                     including area code:   (713) 669-9018

                5617 Bissonnet, Suite 215, Houston, Texas 77081
                 (Former address if changed since last report)



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

      Whitley  Penn  (formerly  Jackson  &  Rhodes, P.C.) audited the financial
statements of Network USA, Inc., a Nevada corporation  (the "Company"), for the
years ended April 30, 2002 and April 30, 2001.  The Board  of  Directors of the
Company  determined  that it would be in the best interests of the  Company  to
engage a new auditor.   Whitley  Penn  (referred  to  hereinafter as the "Prior
Auditor") was dismissed on June 17, 2003.  Simultaneously  the  Company engaged
Malone & Bailey, PLLC as the new independent auditor.

      During the Company's two most recent fiscal years and between May 1, 2003
through June 17, 2003, there were no disagreements between the Company  and the
Prior  Auditor  whether  resolved  or not resolved, on any matter of accounting
principles or practices, financial statement  disclosure  or  auditing scope or
procedure,  which, if not resolved, would have caused it to make  reference  to
the subject matter  of  the  disagreement  in  connection with its report.  The
Company has authorized the Prior Auditor to respond  fully  to  inquiries  from
Malone & Bailey, PLLC regarding the disclosure in this Form 8-K/A.

      The  report of the Prior Auditor for the two most recent fiscal years did
not contain  any adverse opinion or disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles.

      The decision to change principal accountants was recommended and approved
by the Company's Board of Directors and made at its request.

      During the Company's two most recent fiscal years and between May 1, 2003
through June 17,  2003,  the Prior Auditor has not advised the Company that any
of the following exist or are applicable:

      (1)   That the internal  controls  necessary  for  the Company to develop
            reliable financial statements do not exist;

      (2)   That information has come to its attention that  has  lead it to no
            longer be able to rely on management's representations, or that has
            made them unwilling to be associated with the financial  statements
            prepared by management; or

      (3)   That  the  Company  needs to expand significantly the scope of  its
            audit, or that information  has  come  to  its  attention  that  if
            further   investigated   may  materially  impact  the  fairness  or
            reliability of a previously  issued  audit report or the underlying
            financial statements or any other financial  presentation,  or  the
            financial  statements  issued  or  to be issued covering the fiscal
            period(s)  subsequent  to  the  date of  the  most  recent  audited
            financial statements (including information that might preclude the
            issuance of an unqualified audit report).

            The Prior Auditor has provided a letter addressed to the Securities
and Exchange Commission pursuant to Regulation  S-B  Item 304 as to whether the
Prior Auditor agrees with the disclosure in this Form  8-K/A.   This  letter is
being filed as Exhibit 16.1 hereto.

      Neither  the  Company nor anyone acting on its behalf consulted Malone  &
Bailey, PLLC regarding  the  application of accounting principles to a specific
completed or contemplated transaction,  or the type of audit opinion that might
be rendered on the Company's financial statements.

      The Company has provided the disclosure  in  this  Form 8-K/A to Malone &
Bailey, PLLC and has given Malone & Bailey, PLLC an opportunity  to  provide  a
letter addressed to the Securities and Exchange Commission if desired.

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

      The  Company  had previously entered into a letter of intent (the "Letter
of Intent") with Aerospace Technologies Ltd. ("Aerospace") regarding a proposed
merger (the "Merger")  of  a  successor  to  Aerospace with and into a proposed
subsidiary of the Company.  The Letter of Intent (as amended) provided that the
Merger would be consummated on or before April  30,  2003.   The Merger was not
consummated  by  such  date,  but  after  such  date the Company and  Aerospace
continued to explore the possibility of consummating  the Merger.  However, the
Company and Aerospace have now decided to abandon the Merger.

ITEM 7.

FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits

            No. 16.1  Letter of Whitley Penn regarding  change in certifying
                        accountant

                                  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.

                                    NETWORK USA, INC.
                                    (Registrant)

Date: June 24, 2003     By:  /s/ Richard J. Church
                                    Richard J. Church,
                                    President

                                 EXHIBIT INDEX

Exhibit No. Description

16.1        Letter of Whitley Penn regarding change in certifying accountant

                                    EXHIBIT



June 19, 2003



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


RE:   Network USA, Inc.
      Commission File No. 33-10456


We were previously the independent auditor of Network USA, Inc. and we reported
on the financial statements  of Network USA, Inc. as of and for the years ended
April  30,  2002  and  2001.  On June  17,  2003,  we  were  dismissed  as  the
independent auditor.  We  have  read  Network  USA,  Inc.'s statements included
under  Item  4  of  its  Form 8-K dated June 20, 2003 and we  agree  with  such
statements.




                                    WHITLEY PENN, formerly
                                    JACKSON & RHODES, P.C.
                                    Certified Public Accountants