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) March 1, 2002
CONTINENTAL INFORMATION SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
New York 0-25104 16-0956508
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State or other jurisdiction Commission IRS Employer
of incorporation File Number Identification No.
74 Broad Street, 3rd Floor
New York, New York 10004
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Address of principal executive offices Zip Code
(212) 771-1000
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Registrant's Telephone Number, Including Area Code
CONTINENTAL INFORMATION SYSTEMS CORPORATION
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Item 4. Changes in Registrant's Certifying Accountant.
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(a) Previous Independent Accountants.
(i) On March 1, 2002, Continental Information Systems Corporation
(the "Company") dismissed PricewaterhouseCoopers ("PWC"), which had
served as the Company's independent accountants for the fiscal year
ended May 31, 2001.
(ii) The reports of PWC on the Company's audited financial
statements for the two years ended May 31, 2001 and 2000 did not
contain an adverse opinion or a disclaimer of opinion nor were they
modified as to uncertainty, audit scope or accounting principle,
except that the reports of PWC for each of the past two fiscal years
contained an explanatory paragraph expressing substantial doubt
relating to the Company's ability to continue as a "going concern."
(iii) The Company's Board of Directors approved the change in the
Company's accountants based upon the desire to reduce operating costs.
The Company has no audit or similar committee of the Board of
Directors.
(iv) During the Company's two most recent fiscal years and through
March 1, 2001, the Company has had no disagreements with PWC on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to
PWC's satisfaction, would have caused them to make reference to the
subject matter of the disagreement in connection with its reports on
the financial statements for such years.
(v) During the Company's two most recent fiscal years and through
March 1, 2001, the Company has had no reportable events (as defined in
Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities
Act of 1933, as amended).
(vi) The Company has requested that PWC furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or
not it agrees with the statements made above. Attached as Exhibit 16.1
to this report is a copy of such letter from PWC.
(b) New Independent Accountants.
(i) On March 1, 2002, the Company engaged Lazar Levine & Felix LLP
("LLF"), whose business address is 350 Fifth Avenue, New York,
New York 10118-0170, to act as the Company's independent
accountants for the fiscal year ending May 31, 2002.
(ii) The Company had not consulted with LLF prior to LLF's retention
on any matter regarding: (A) either the application of
accounting principles or the type of audit opinion that might
be rendered on the Company's financial statements or (B) any
other matter that was either the subject of any disagreement
between us and our former auditor or a reportable event (as
defined in Item 304(a)(1)(v) of Regulation S-K promulgated
under the Securities Act of 1933, as amended).
Item 5. Other Events
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Effective March 1, 2002, the Company has moved its principal
executive offices to 74 Broad Street, 3rd Floor, New York, New York
10004.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
16.1 Letter from PricewaterhouseCoopers, dated March 8, 2002.
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CONTINENTAL INFORMATION SYSTEMS CORPORATION
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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 thereunto duly authorized.
CONTINENTAL INFORMATION SYSTEMS CORPORATION
Date: March 13, 2002 By: /s/Jonah M. Meer
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Name: Jonah M. Meer
Title: Chief Financial Officer
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