UNITED STATES
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): April 20, 2006
POMEROY IT SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20022 31-1227808
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1020 Petersburg Road, Hebron, KY 41048
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (859) 586-0600
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
SECTION 4. - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant's Certifying Accountant.
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On April 20, 2006, the Company was notified by its independent accountant, Crowe
Chizek and Company, LLC ("Crowe Chizek"), that it would be resigning as the
Company's independent accountant, effective upon completion of the Form 10-Q for
first quarter of fiscal 2006.
Crowe Chizek audited the Company's financial statements for its two most recent
fiscal years ended January 5, 2006. Crowe Chizek's reports on the financial
statements for those fiscal years did not contain an adverse opinion or
disclaimer of opinion and was not otherwise qualified or modified as to any
uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended January 5, 2006, there was no
disagreement between the Company and Crowe Chizek on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of Crowe
Chizek, would have caused it to make a reference to the subject matter of the
disagreement(s) in connection with its report.
During the two most recent fiscal years ended January 5, 2006 and during the
subsequent period through the date hereof, the Company did not have any
reportable events as described under Item 304 (a)(1)(iv) of Regulation S-K
except for the existence of material weaknesses in the Company's internal
control over financial reporting as disclosed by the Company at January 5, 2005
and January 5, 2006 and concurred with by Crowe Chizek. See Item 9A in Part II
of the Company's Form 10-K/A for the fiscal year ended January 5, 2005, filed
May 5, 2005, and Item 9A in Part II of the Company's Form 10-K for the fiscal
year ended January 5, 2006 for a description of the material weaknesses.
Crowe Chizek has been provided a copy of this Form 8-K with respect to the
aforesaid disclosure and has been provided a letter addressed to the Securities
and Exchange Commission agreeing with the statements contained herein. Crowe
Chizek's letter is attached hereto as Exhibit 16.1.
SECTION 9. - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial statements and Exhibits
(d) Exhibits
16.1 Letter from Crowe Chizek and Company, LLC.
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.
POMEROY IT SOLUTIONS, INC.
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Date: April 25, 2006 By: /s/ Kevin G. Gregory
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Kevin G. Gregory, Chief Financial Officer