U SHIP INC
8-K/A, 1998-06-19
AIR COURIER SERVICES
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                       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



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