SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 9, 1998
Date of report (Date of earliest event reported)
U-SHIP, INC.
(Exact Name of Registrant as Specified in Charter)
UTAH 000-28452 41-1823559
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
5583 West 78th Street, Edina, MN 55439
(Address of Principal Executive Offices)
(612) 941-4080
(Registrant's telephone number, including area code)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(1) Previous independent accountant:
(i) On June 9, 1998, Arthur Andersen LLP, notified U-Ship, Inc.
(the "Registrant") that it was resigning as independent public
accountant for the Registrant.
(ii) Except for an explanatory paragraph with respect to
substantial doubt about the Registrant's ability to continue
as a going concern to the Registrant's consolidated financial
statements as of and for the years ended June 30, 1997 and
1996, the reports of Arthur Andersen LLP, on the Registrant's
financial statements for the past two fiscal years contained
no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The Registrant's Chief Executive Officer participated in the
discussions pertaining to and accepted the decision of Arthur
Andersen LLP to resign as the Registrant's independent public
accountant.
(iv) In connection with its audits as of and for the years ended
June 30, 1997 and 1996, there have been no disagreements
between the Registrant and Arthur Andersen LLP, on any matter
of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused it to make reference thereto
in its report on the financial statements for the Registrant
for such years.
(v) During the two most recent fiscal years and through June 9,
1998, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
<PAGE>
(a)(2) New independent public accountant:
(i) The Registrant has not engaged a new independent public
accountant.
(a)(3) The Registrant requested that Arthur Andersen LLP furnish it with a
letter addressed to the Securities and Exchange Commission (the
"Commission") stating whether it agrees with the above statements.
ITEM 5. OTHER EVENTS.
Not Applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following is filed herewith. The exhibit numbers correspond with
Item 601(b) of Regulation S-K.
Exhibit No. Description
----------- -----------
16 Letter dated June 19, 1998 from Arthur Andersen
LLP, agreeing with disclosures set forth in Item
4.
<PAGE>
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 thereunto duly authorized.
Date: June 19, 1998 By: /s/ Peter C. Lytle
-----------------------------------
Name: Peter C. Lytle
Title: Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER
16 Letter dated June 19, 1998 from Arthur Andersen
LLP, agreeing with disclosures set forth in Item
4.
EXHIBIT 16
June 19, 1998
Securities and Exchange Commission
450 Fifth Street Northwest
Washington, D.C. 20548
Ladies and Gentlemen:
We have read and agree with the comments in Item 4 of the Form 8-K/A of U-Ship,
Inc. dated June 19, 1998.
Very truly yours,
/s/ Arthur Andersen LLP
Arthur Andersen LLP