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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 11, 1999
INFORMATION ANALYSIS INCORPORATED
(Exact name of Registrant as specified in its charter)
0-22405
(Commission File Number)
VIRGINIA 54-1167364
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11240 WAPLES MILL ROAD, #400
FAIRFAX, VA 22030
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number,
including area code) (703) 383-3000
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On January 11, 1999 Information Analysis Incorporated (the "Company")
dismissed Ernst & Young, LLP ("Ernst & Young") as its independent accountant.
The report of Ernst & Young for fiscal year ended December 31, 1997 (the sole
fiscal year for which Ernst & Young was engaged) did not contain an adverse
opinion or a disclaimer of opinion, nor was such report qualified or modified as
to uncertainty, audit scope or accounting principles. During the fiscal year
ended December 31, 1997 and for all subsequent interim periods thereafter prior
to the dismissal of Ernst & Young, there were no disagreements on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of Ernst & Young, would have caused it to make a reference to the subject matter
of the disagreement(s) in connection with its reports. The Company's
determination to change accountants was approved by its audit committee. The
Company has provided to Ernst & Young, prior to the filing with the Commission
of this Form 8-K, a copy of the disclosures made in this Item 4(a).
(b) Effective January 11, 1999, the Company engaged Rubino & McGeehin,
Chtd. ("Rubino & McGeehin") as its new independent accountant to audit the
Company's financial statements. During the period that Ernst & Young served as
the Company's independent accountant, including all interim periods within 1998,
the Company (or someone on its behalf) never consulted Rubinio & McGeehin
regarding any matter. Rubino & McGeehin did serve as the Company's independent
accountant prior to the Company's engagement of Ernst & Young.
ITEM 7. EXHIBITS.
The Following Exhibit is Made Part of This Report.
Exhibit No. Description
- ----------- -----------
16.2 Letter from Ernst & Young addressed to
the Securities and Exchange Commission
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Information Analysis Incorporated
(Registrant)
Date: January 11, 1999 By: /s/ Sandor Rosenberg
------------------------------------
Sandor Rosenberg, Chairman of the
Board and Chief Executive Officer
By: /s/ Richard S. DeRose
------------------------------------
Richard S. DeRose, Executive Vice
President and Treasurer
Exhibit 16.2
January 11, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated January 11, 1999 of Information Analysis
Incorporated and are in agreement with the statements contained in parargraph
(a) on page 2 therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
----------------------
Ernst & Young LLP
