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
May 22, 2003
Date of Report (Date of Earliest Event Reported)
TSR, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-8656 13-2635899
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
400 Oser Avenue, Hauppauge, NY 11788
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code)
(631) 231-0333
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(Former Name or Former Address, If Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On May 22, 2003, the Registrant dismissed KPMG LLP ("KPMG") as its
independent auditors. The reports of KPMG on the Registrant's financial
statements for the fiscal years ended May 31, 2001 and 2002 did not contain an
adverse opinion, or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. The Registrant's audit
committee of the Board of Directors approved the decision to change accountants.
During the Registrant's two most recent fiscal years and subsequent interim
periods, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of KPMG
would have caused it to make reference to such disagreement in its reports.
(b) The Registrant engaged BDO Seidman, LLP to act as its independent
auditors, effective May 27, 2003. During the two most recent fiscal years and
subsequent interim periods, the Registrant has not consulted BDO Seidman, LLP on
items which involved the application of accounting principles to a specified
transaction, either completed or proposed, or involved the type of audit opinion
that might be rendered on the Registrant's financial statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
16.1. Letter from KPMG LLP, dated May 29, 2003, addressed to the
Securities and Exchange Commission in compliance with Item 304 of
Regulation S-K.
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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.
TSR, INC.
By: s/John G. Sharkey
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Name: John G. Sharkey
Title: Vice President and Secretary
Date: May 30, 2003
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter from KPMG LLP, dated May 29, 2003, addressed to
the Securities and Exchange Commission in compliance with Item 304 of Regulation
S-K.
4