UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~____________~~_______________

FORM 8-K

____________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported) December 17, 2004

January 1, 2003

Date of Report (Date of earliest event reported)

PONY EXPRESS U.S.A., INC.

(Formerly Silver State Vending Corporation)

(Exact name of registrant as specified in its charter)

Nevada

Nevada

000-25559

86-0860379

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~000-25559~~5295 Town Center Road – 3rd Floor, Boca Raton, FL 33486

~~86-0860379~~(Address of Principal Executive Office) (Zip Code)

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation or organization)

Number)

Identification Number)

5295 Town Center Road - 3rd Floor

Boca Raton, FL 33486

(Address of principal executive offices)

561-862-4900

(Registrant'’s telephone number, including area code.)

~~Item~~Not ~~4. Changes in Registrant's Certifying Accountant~~Applicable

A.(Former ~~The~~Name ~~company's~~or ~~accountants,~~Former ~~Mr. Thomas Sewell~~Address, ~~Sewell~~If ~~and~~Changed ~~Company,~~Since ~~PA,~~Last 7705 Davie Road Extension, Hollywood, FL 33024 were replaced effective January 1, 2003, in order to separate the auditing services provided to the company from the accounting and consulting services provided to the companyReport. )

B.Check Nothe ~~adverse~~appropriate ~~opinion,~~box ~~disclaimer~~below ofif ~~opinion,~~the ~~modification,~~Form or8-K ~~qualification~~filing ~~was~~is ~~issued~~intended byto simultaneously satisfy the ~~former~~filing ~~accountants~~obligation inof the ~~last~~registrant ~~two~~under ~~years.~~any of the following provisions:

C.¨ ~~The~~Written ~~decision~~communications pursuant to ~~change~~Rule ~~accountants~~425 ~~was~~under ~~approved~~the bySecurities ~~the~~Act ~~Board~~(17 ofCFR ~~Directors~~230.425)

D.¨ ~~During~~Soliciting ~~the~~material ~~past~~pursuant ~~two~~to ~~fiscal~~Rule ~~years~~14a-12 ~~and~~under ~~until~~ the ~~date~~Exchange ofAct ~~dismissal,~~(17 ~~there~~CFR ~~were no material disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure~~240.14a-12)

E.¨ ~~The~~Pre-commencement ~~company~~communications ~~has~~pursuant ~~retained Berkovits, Lago & Company, LLP, 8211 W. Broward Blvd, Suite 340, Plantation, Florida 33324~~ to ~~serve~~Rule as14d-2(b) under the ~~company's~~Exchange ~~accountants~~Act ~~effective January~~(17 ~~1, 2003~~CFR 240.14d-2(b))

F.¨ NoPre-commencement ~~consultation~~communications ~~regarding~~pursuant ~~the~~to ~~company~~Rule ~~has~~13e-4(c) ~~been~~under ~~conducted with~~ the ~~newly~~Exchange ~~engaged~~Act ~~accountants regarding any aspect of the company during the previous two fiscal years of the company~~(17 CFR 240. 13e-4(c))

~~G. A copy of this notice was sent to Mr. Thomas Sewell, Sewell and Company, PA on December 15, 2000 in compliance with~~ Item ~~304(a)(1), Regulation S-K Subpart 229~~5.~~300.~~ 02

~~Item~~Departure 7.of ~~Financial~~Directors ~~Statements~~or ~~and~~Principal ~~Exhibits~~Officers; Election of Directors;

~~(a)~~Appointment of Principal Officers

~~Financial~~On ~~Statements~~December 17, 2004, Peter Ticktin, formerly Chairman of the Board, President and Chief Executive Officer of the Company, resigned from all positions with the Company, effective as of that date. Mr. Ticktin cited health reasons as the basis for his decision to resign all management responsibilities with the Company.

~~None~~The remaining Board members, Richard S. Bee and George Haddock, appointed Richard Bee to replace Mr. Ticktin as Chairman, President and Chief Executive Officer.

~~(b)~~SIGNATURES

~~Exhibits~~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.

16.0

	PONY EXPRESS U.S.A., INC.


Dated: December 22, 2004	By:	/s/ RICHARD S. BEE
		Richard S. Bee Chief Executive Officer
		Richard S. Bee Chief Executive Officer

Letter from Sewell and Company, PA

SIGNATURE

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.

Pony Express U.S.A., Inc.

By: /s/ PETER TICKTIN

Peter Ticktin, President (Registrant)

Date: February 3, 2003

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