MICROS TO MAINFRAMES INC
10-C, 1996-08-27
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-C

           REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER
          QUOTATION SYSTEM FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17 OR 15d-17 THEREUNDER

                           Micros-To-Mainframes, Inc.
               (Exact name of issuer as specified in its charter)

                   614 Corporate Way, Valley Cottage, NY 10989
               (Address of principal executive offices) (zip code)

Issuer's telephone number, including area code:  (914) 268-5000


         I. CHANGE IN NUMBER OF OUTSTANDING SHARES

Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.       Title of security: Common Stock, $.001 par value

2.       Number of shares outstanding before the change:  3,362,124

3.       Number of shares outstanding after the change:  4,430,374

4.       Effective date of change:  August 20, 1996

5.       Method of change:      Issuer issued 1,068,250 shares of Common Stock.

         Brief description of transaction: Issuer issued 1,068,250 shares of
Common Stock in the transactions listed on the attached page.

                          II. CHANGE IN NAME OF ISSUER

1.       Name prior to change:  Not Applicable
2.       Name after change:  Not Applicable
3.       Effective date of charter amendment changing name:  Not Applicable
4.       Date of shareholder approval of change, if required:  Not Applicable

Date:  August 23, 1996

                                            /s/ Frank T. Wong
                                          --------------------------
                                          Name:  Frank T. Wong
                                          Title:  Chief Financial Officer


<PAGE>


                             ATTACHMENT TO FORM 10-C
                              DATED AUGUST 23, 1996

(i)           1,250 shares were issued to an employee upon exercise of stock
options in January 1996;

(ii)              87,000 shares were issued as partial consideration for an
acquisition by Issuer in May 1996; and

(iii) 980,000 shares were issued pursuant to conversion of preferred stock upon
receipt of shareholder approval on August 20, 1996.




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