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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) November 20, 1997
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U.S. Technologies Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-15960 73-1284747
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3901 Roswell Road, Suite 300, Marietta, Georgia 30062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 565-4311
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Not applicable
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(Former name or former address, if changed since last report)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 20, 1997, U.S. Technologies Inc. (the "Company") dismissed
its independent auditors, Brown, Graham & Company, P.C. ("Brown, Graham &
Company"), and on the same date engaged the firm of BDO Seidman LLP ("BDO
Seidman") as its independent auditors for the fiscal year ending December 31,
1997. Each of these actions was approved by the Board of Directors of the
Company.
The report of Brown, Graham & Company on the financial statements of the
Company for the fiscal years ended December 31, 1996 and 1995 did not contain
any adverse opinion or a disclaimer of opinion, nor was qualified as to audit
scope or accounting principles. Brown, Graham & Company did conclude that a
going concern uncertainty did exist and included an explanatory paragraph in
their report that there was "substantial doubt about the Company's ability to
continue as a going concern."
In connection with the audit of the fiscal years ended December 31, 1996
and 1995, there were no disagreements with Brown, Graham & Company on any matter
of accounting principle or practice, financial statement disclosure, or audit
procedure or scope which disagreement, if not resolved to the satisfaction of
Brown, Graham & Company, would have caused it to make reference to the subject
matter of the disagreement in its report. Further, during the fiscal years ended
December 31, 1996 and 1995, neither the Company nor any of its representatives
sought the advice of BDO Seidman 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,
which advice was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue.
In connection with the audit of the fiscal years ended December 31, 1996
and 1995, Brown, Graham & Company did not advise the Company that (i) the
internal controls necessary for the Company to develop reliable financial
statements did not exist; (ii) that information had come to its attention that
led it to no longer be able to rely on management's representations, or that
made it unwilling to be associated with the financial statements prepared by
management; (iii) that there existed a need to expand significantly the scope of
its audit, or that information had come to Brown, Graham & Company's attention
during the fiscal periods, that if further investigated may (a) materially
impact the fairness or reliability of either: a previously issued audit report
or the underlying financial statements, or the financial statements issued or to
be issued covering the fiscal period subsequent to the date of the most recent
financial statements covered by an audit report (including information that may
prevent it from rendering an unqualified audit report on those financial
statements), or (b) cause Brown, Graham & Company to be unwilling to rely on
management's representations or be associated with the Company's financial
statements, and due to Brown, Graham & Company's dismissal did not so expand the
scope of its audit or conduct such further investigation; or (iv) that
information had come to Brown, Graham & Company's attention that it concluded
materially impacts the fairness or reliability of either (a) a previously issued
audit report or the underlying financial statements, or (b) the financial
statements issued or to be issued covering the fiscal period subsequent to the
date of the most recent financial statements covered by an audit report
(including information that, unless resolved to Brown, Graham & Company's
satisfaction, would prevent it from rendering an unqualified audit report on
those financial
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statements), and due to Brown, Graham & Company's dismissal, the issue has not
been resolved to Brown, Graham & Company's satisfaction prior to its dismissal.
The Company has requested that Brown, Graham & Company furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of Brown, Graham & Company's letter to
the Securities and Exchange Commission is filed as Exhibit 16.1 to this Form
8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits:
16.1 Letter re: Change in Certifying Accountant.
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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.
U.S. Technologies Inc.
By: /s/ Kenneth H. Smith
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Kenneth H. Smith, President and Chief
Executive Officer
Dated: November 25, 1997
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
16.1 Letter re: Change in Certifying
Accountant.
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EXHIBIT 16.1
[Brown. Graham & Company Letterhead]
November 25, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of U.S.
Technologies Inc. dated November 25, 1997.
/s/ Brown, Graham & Company P.C.
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Brown, Graham & Company
Georgetown, Texas
November 25, 1997
