U.S. 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) July 16, 1999
Micro-Integration Corp.
(Exact name of small business issuer as specified in its charter)
Delaware 0000-23710 06-1204847
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification no.)
One Science Park, Frostburg, Maryland 21532
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (301) 689-0800
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Item 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANTS.
On July 16, 1999, executive management of the Company approved the engagement of
Maillie, Falconiero & Company, LLP, as its independent auditors for the fiscal
year ending March 31, 2000 to replace the firm of Ernst & Young LLP, effective
as of July 16, 1999. On July 19, 1999, the Company's Board of Directors
unanimously approved the change in auditors following management's decision.
The reports of Ernst & Young LLP on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion, nor were such reports qualified or modified as to audit scope or
accounting principles. The report for the year ended March 31, 1999 was modified
as to uncertainty concerning the Company's ability to continue as a going
concern. In connection with the audits of the Company's financial statements for
each of the two fiscal years ended March 31, 1999, and in the subsequent interim
period, there were no disagreements with Ernst & Young LLP on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Ernst & Young
LLP would have caused Ernst & Young LLP to make reference to the matter in their
report. The Company has requested Ernst & Young LLP to furnish it a letter
addressed to the Commission stating whether it agrees with the above statements.
A copy of that letter, dated July 19, 1999 is filed as Exhibit 1 to this Form
8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits
2
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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.
Micro-Integration Corp.
Date: July 19, 1999 By: /s/ Terry D. Frost
--------------------------
Terry D. Frost
Chief Financial Officer
3
SIGNATURES
Exhibits
July 19, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 16, 1999, of Micro-Integration Corp.
and are in agreement with the statements contained in the second paragraph on
page two therein. We have no basis to agree or disagree with other statements of
the registrant contained therein.
/s/ Ernst & Young LLP
