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
Date of Report (Date of earliest event reported): OCTOBER 30, 2001
----------------
UNIVERSAL EXPRESS, INC.
-----------------------
(Exact name of Registrant as Specified in its Charter)
NEVADA 0-18094 11-2781803
------------------------ ----------------- -------------------
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
1230 AVENUE OF THE AMERICAS, SUITE 771, NEW YORK, NY 10020
----------------------------------------------------------
(Address of principal executive offices)
(212) 239-2575
-----------------------------
Registrant's Telephone Number
AMENDMENT NO. 1
---------------
This amendment is being filed to (1) correct the date of the event
reported, (2) correct the disclosure regarding the content of the 2001 and 2000
audit reports, and (3) include the exhibit.
ITEM 4 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
------ --------------------------------------------
On October 30, 2001, the Registrant, by action of the Board of
Directors, dismissed Feldman Sherb & Co., P.C. from its engagement as the
Registrant's independent accountant for the year ended June 30, 2002.
The reports of Feldman Sherb & Co., P.C. on the financial statements of
the Registrant for the years ended June 30, 2001 and June 30, 2000 did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles, except that
each of the reports was modified with respect to the expression of substantial
doubt about the Registrant's ability to continue as a going concern.
The Registrant and Feldman Sherb & Co., P.C. have not, in connection
with the audits of the Registrant's financial statements for the past two fiscal
years or any subsequent period, had any disagreement on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to Feldman Sherb & Co., P.C.'s
satisfaction, would have caused Feldman Sherb & Co., P.C. to make reference in
connection with its reports to the subject matter of the disagreement.
At no time during the past two fiscal years and subsequent period did
Feldman Sherb & Co., P.C. advise the Registrant:
(a) that internal controls necessary for the Registrant to develop
reliable financial statements do not exist;
(b) that information had come to the attention of Feldman Sherb & Co.,
P.C. which led it to be no longer able to rely on management's representations
or that has made it unwilling to be associated with the financial statements
prepared by management; or
(c) that there is a need to expand significantly the scope of its audit
or that information has come to the attention of Feldman Sherb & Co., P.C.
which, if investigated further, might have (i) materially impacted the fairness
or reliability of either a previously issued audit report or the underlying
financial statements or the financial statements to be issued covering the
fiscal year ending June 30, 2002 (including information that might have
prevented Feldman Sherb & Co., P.C. from rendering an unqualified audit report
on those financial statements), or (ii) caused Feldman Sherb & Co., P.C. to be
unwilling to rely on management's representations or to be associated with the
Registrant's financial statements.
On October 30, 2001, the Registrant retained the firm of Rosenberg Rich
Baker Berman & Company, CPA, PA to audit the Registrant's financial statements
for the year ended June 30, 2002. At no time during the past two fiscal years or
any subsequent period did the Registrant consult with Rosenberg Rich Baker
Berman & Company, CPA, PA regarding either the application of accounting
principles to a specified transaction or the type of audit opinion which might
be rendered on the Registrant's financial statements or any matter of the sort
described above with reference to Feldman Sherb & Co., P.C.
EXHIBITS
16. Letter from Feldman Sherb & Co., P.C.
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.
UNIVERSAL EXPRESS, INC.
Dated: November 5, 2001 By /S/RICHARD A. ALTOMARE
--------------------------------
Richard A. Altomare
Chief Executive Officer