INSCI CORP
8-K, 1997-01-07
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 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) December 30, 1996


                                   INSCI CORP.
- -------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)


                                    DELAWARE
- -------------------------------------------------------------------------------
                 (State of other jurisdiction of incorporation)


      1-12966                                          06-1302773
- ----------------------                        ------------------------------
  Commission File No.                         I.R.S. Employer Identification


Two Westborough Business Park,
Westborough, MA                                         01581
- ------------------------------                      ------------
Address of principal                                  Zip Code
executive offices


(508) 870-4000
- ------------------------------
Registrant's telephone number,
including area code
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ITEM 4.   CHANGES IN REGISTRANT's CERTIFYING ACCOUNTANT

         The Registrant ("Company"), on December 30, 1996, by a resolution of
its Board of Directors, resolved to change auditing firms from Mahoney Cohen
Rashba & Pokart, CPA, PC ("Mahoney Cohen") to Pannell Kerr & Forster ("PKF").

     (a) The Company did not have any disagreement with its former accounting
firm. There were no disagreements with the Company's former accounting firm in
any matter of accounting principles, practices, financial statement disclosures
or auditing scope or procedures in connection with audits by the Company's
former acounting firm for the two most recent fiscal years.

     (b) The Mahoney Cohen report on the financial statements for the fiscal
year ended March 31, 1995 contained an explanatory paragraph as to the Company's
ability to continue as a going concern. For the fiscal year ended March 31,
1996, Mahoney Cohen removed the explanatory paragraph.

     (c) Annexed hereto and made a part hereof is a letter addressed to the
Commission from Mahoney Cohen, stating that it agrees with the statements made
by the company in the within Report.

     The resolution to change accountants was recommended and approved by the
Audit Committee of the Board of Directors of the Company.

                                    EXHIBITS

     (1) Letter to the SEC from the Company's former accounting firm, Mahoney
Cohen Rashbe & Pokart, CPA, PC.

                                   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.

Dated:    New York, New York
          January 7, 1996

                                               INSCI CORP.
                                               -------------------------------
                                                        (Registrant)

                                           /s/ ROGER C. KUHN
                                               -------------------------------
                                               ROGER C. KUHN
                                               CHIEF FINANCIAL OFFICER


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                                                                       EXHIBIT 1

                                     [logo]
                     MAHONEY COHEN RASHBA & POKART, CPA, PC


                                          January 6, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

    We were previously principal accountants for INSCI Corp. and, under the date
of May 10, 1996, except for Notes R(2) and R(3), as to which the dates are June
28, 1996 and June 26, 1996, respectively, we reported on the financial
statements of INSCI Corp. as of and for the years ended March 31, 1996 and 1995.
On December 30, 1996, our appointment as principal accountants was terminated.
We have read INSCI Corp.'s statements included under Item 4.(a) and (b) of its
Form 8-K dated December 30, 1996, and we agree with such statements.

                                          Very truly yours,


                                      /s/ Mahoney Cohen Rashba & Pokart, CPA, PC
                                          MAHONEY COHEN RASHBA & POKART, CPA, PC

QV



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