[DESCRIPTION] FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
F O R M 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
of 1934
March 19, 1999
Date of Report (Date of earliest event reported). .. .. .. .. .. ..
MICROS-TO-MAINFRAMES, INC.
.. .. .. .. .. .. .. .. .. .. .. .. ... ... .. .. .. .. .. ... .. ..
(Exact name of registrant as specified in charter)
New York 0-22122 13-3354896
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
614 Corporate Way, Valley Cottage, NY 10989
.. .. .. .. .. .. .. .. .. .. .. .. ... .. .. .. .. .. .. .. .. ... .. ..
(Address of principal executive offices) (Zip Code)
(914) 268-5000
Registrant's telephone number, including area code . . .. .. .. .. .. ..
Not applicable
... . .. .. .. .. .. .. .. .. ... ... .. .. .. .. .. ... .. ... . .. ..
(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certified Accountant.
(a)(1)(i) On March 19, 1999, Ernst & Young LLP ("E&Y") resigned
and Micros-to-Mainframes, Inc. (the "Registrant") accepted E&Y's resignation
as independent accountants of record for Registrant.
(ii) E&Y's reports on the consolidated financial statements for the
years ended March 31, 1997 and 1998 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.
(iii) The decision to change independent accountants was accepted by
the Audit Committee of the Board of Directors.
(iv) In connection with the audits of the Registrant's consolidated
financial statements for the last two fiscal years (statements for the years
ended March 31, 1997 and 1998) and the subsequent interim period, there were
no disagreements with E&Y on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which, if
not resolved to the satisfaction of E&Y, would have caused E&Y to make
reference to the matter in their report.
(v) Not applicable.
(a)(2) The Registrant is seeking to engage an independent accountant
to audit the Registrant's consolidated financial statements for the fiscal
year ending March 31, 1999.
(a)(3) The Registrant has requested E&Y to furnish it a letter
addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated March 25, 1999 is filed as
Exhibit 16.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(3) Exhibit
16.1. Letter from Ernst & Young LLP
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SIGNATURE
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 thereunto duly authorized.
MICROS-TO- MAINFRAMES, INC.
Dated: March 26, 1999 By:/s/ Steven H. Rothman
Valley Cottage, New York Steven H. Rothman
Chief Executive Officer and
President
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Exhibit 16.1
March 26, 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 March 19, 1999, of Micros-
to-Mainframes, Inc. and are in agreement with the statements
contained in the first, second and fourth paragraphs on page 2
therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ Ernst & Young LLP
