CUMETRIX DATA SYSTEMS CORP
8-K, 1999-11-26
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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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 Exchange Act of 1934


                               November 19, 1999
               ------------------------------------------------
               Date of Report (date of earliest event reported)


                          CUMETRIX DATA SYSTEMS CORP.
            -----------------------------------------------------
            (Exact name of registrant as specified in its charter)


  California                       001-14001                   95-4574138
- ---------------                 ----------------           -------------------
(State or other                 (Commission File             (IRS Employer
jurisdiction of                      Number)               Identification No.)
incorporation)



                          Cumetrix Data Systems Corp.
                               957 Lawson Street
                           Industry, California 91748
                                  (626) 965-6899
          -----------------------------------------------------------
          (Address including zip code and telephone number, including
            area code, of registrant's principal executive offices)
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Item 4.  Changes In Registrant's Certifying Accountants

     On November 19, 1999, Cumetrix Data Systems Corp. (the "Company") decided
to replace Arthur Andersen LLP ("Andersen") as its principal accountants and
terminated the relationship. Andersen's report on the Company's financial
statements for each of the last two fiscal years did not contain an adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. The decision to change
accountants was approved by the Board of Directors. During the Company's two
most recent fiscal years and in the period since March 31, 1999, there were no
disagreements with Andersen 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 Andersen, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report. Andersen initially expressed unwillingness to rely
on management's representations with respect to the Company's financial
statements at March 31, 1999, and for the year then ended (the "1999 Annual
Statements"). After the Company responded to issues raised by Andersen (see
Item 7. "Management's Discussion and Analysis of Financial Condition and Results
of Operations - Results of Investigation" in the Company's Annual Report on Form
10--K for the year ended March 31, 1999), Andersen rendered its unqualified
opinion on the 1999 Annual Statements.

     Item 7.  Financial Statements and Exhibits

     (c)  Exhibits

          16 - Letter from Arthur Andersen LLP regarding change in certifying
          accountant.

                                  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.

                                   CUMETRIX DATA SYSTEMS CORP.


Date:  November 24, 1999           /s/ Max Toghraie
                                   -----------------------------------------
                                   Max Toghraie
                                   President and Chief Executive Officer and
                                   Principal Financial Officer


                                      -2-

<PAGE>

                                                                      Exhibit 16


November 24 1999

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


Dear Sir/Madam:

We have read the statements in Item 4 included in the Form 8-K dated November
19, 1999 of Cumetrix Data Systems Corp. to be filed with the Securities and
Exchange Commission and have the following comments:

     a.  We agree with the statements made in sentences 1 and 2 with regards to
         our termination and our reports. However, we have no basis to agree or
         disagree with the statement in sentence 3 concerning this decision
         being approved by the Board of Directors.

     b.  We agree with the statements made in sentences 4,5, and 6.


Very truly yours,



ARTHUR ANDERSEN LLP

Copy to:  Mr. Max Toghraie, Cumetrix Data Systems Corp.


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