8-K

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 or Report (Date of earliest event reported):  June 28, 2006

ePlus inc.

(Exact name of registrant as specified in its charter)

             Delaware54-1817218

(State or other jurisdiction of        (I.R.S. Employer

incorporation or organization)        Identification No.)

13595 Dulles Technology Drive, Herndon, VA 20171-3413

(Address, including zip code, of principal offices)

Registrant's telephone number, including area code: (703) 984-8400

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 (see General Instruction A.2 below):              

 [   ]   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))      

Item 4.02 Non-reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

(a) On June 27, 2006, the Audit Committee of the Board of Directors (the "Audit Committee") of ePlus inc. (the "Company") concluded, in consultation with and upon the recommendation of the Company’s management, that the Company’s previously issued financial statements contained in the Annual Report on Form 10-K for the year ended March 31, 2005 will be restated to correct certain errors contained therein. Accordingly, such financial statements and the related report from our independent registered public accountants should no longer be relied upon. The restated financial data for the year ended March 31, 2005 and March 31, 2004, will be included in the March 31, 2006 Annual Report on Form 10-K to be filed. Additionally, the Company will restate its fiscal year 2006 quarterly financial statements in its fiscal year 2007 prospective filings on Form 10-Q.

In connection with the preparation of the consolidated financial statements for the year ended March 31, 2006, the Company determined that its previously issued financial statements needed to be restated in connection with the presentation of dealer floor plan financing agreements. The restatement is expected to have no effect on the Company’s revenue, earnings or debt levels. Historically, we classified the cash flows from our floor plan financing agreements in operating activities in the consolidated statements of cash flows. We believed the floor plan facility was in essence an outsourced accounts payable function and, therefore, considered the payments made by the Company's floor plan facility to its suppliers as cash paid to suppliers under Financial Accounting Standards No. 95, "Statement of Cash Flows." Management has now determined that when an unaffiliated finance company remits payments to our suppliers on behalf of the Company, the Company should show this transaction as a financing cash inflow and an operating cash outflow. In addition, when the Company repays the financing company, the Company should present this transaction as a financing cash outflow. As a result, the Company is now classifying these cash payments to our suppliers from an unaffiliated financing company as financing activities in the consolidated statements of cash flows. In addition, the restatement includes a separate line item on the consolidated balance sheet for the accounts payable related to the floor plan financing agreements which had previously been included in accounts payable-trade. We have discussed the restatement with the Audit Committee of the Board of Directors and our independent registered public accounting firm, Deloitte & Touche, LLP. We are working with the Audit Committee to identify and implement corrective actions, where required, to improve the effectiveness of our internal controls.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits

99.1 Press Release dated June 28, 2006.

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.

Date:        June 28, 2006

 EPLUS INC.

By:  /s/ STEVEN J. MENCARINI

 Steven J. Mencarini

 Chief Financial Officer

EX-99.1 EXHIBIT

Contact:

Steven J. Mencarini, SVP & CFO

Tel: 703-984-8240

smencarini@eplus.com

ePlus Reports It Will Restate Its Statements of Cash Flows for the Years

Ended March 31, 2005 and 2004, and Balance Sheet Liability

Presentation as of March 31, 2005

Restatement is expected to have no effect on revenue or earnings

HERNDON, VA - June 28, 2006 - ePlus inc. (Nasdaq NM: PLUS - news), announced today that its Annual Form 10-K for the year ended March 31, 2006, to be filed with the Securities and Exchange Commission (“SEC”), will include restated consolidated statements of cash flows for the years ended March 31, 2005 and 2004 and a restated liability presentation in its consolidated balance sheet as of March 31, 2005.

In connection with its preparation of the consolidated financial statements for the year ended March 31, 2006, the Company determined that its previously issued financial statements needed to be restated in connection with the presentation of its dealer floor plan financing agreements. The restatement is expected to have no effect on the Company’s revenue, earnings, or debt levels. The restatement includes a separate line item on the consolidated balance sheet for the accounts payable related to its floor plan financing agreements which had previously been included in accounts payable-trade and a restatement of payments made by the Company’s floor plan facility to its suppliers from cash flows provided by operating activities to cash flows provided by financing activities. The Company’s total liabilities are not expected to change.

The restatement relates to the Company’s floor planning agreements that it uses for dealer financing of products purchased from distributors and resold to end-users. Historically, the Company classified the cash flows from its floor plan financing agreements in operating activities in the consolidated statement of cash flows. The Company previously treated the floor plan facility as an outsourced accounts payable function, and, therefore, considered the payments made by the Company's floor plan facility as cash paid to suppliers under Financial Accounting Standards No. 95, "Statement of Cash Flows."

Management has now determined that when an unaffiliated finance company remits payments to our suppliers on behalf of the Company, the Company should show this transaction as a financing cash inflow and an operating cash outflow.  In addition, when the Company repays the financing company, the Company should present this transaction as a financing cash outflow. As a result, the Company reassessed its position and is now classifying cash payments from its floor plan facility to its suppliers as financing activities in its consolidated statements of cash flows.

The Company has discussed the accounting restatement described above with the Audit Committee of the Board of Directors. Management is working with the Audit Committee to identify and implement corrective actions, where required, to improve the effectiveness of its internal controls, including enhancements of systems, accounting and review procedures and communications among its staff.

Additionally, the Company will restate its fiscal year 2006 quarterly financial statements in its fiscal year 2007 prospective filings on Form 10-Q.

The Company is still compiling the effect of this classification change on its consolidated statements of cash flows and consolidated balance sheet and will include a reconciliation of the previously reported amounts in its amended filings.

About ePlus:

ePlus is a leading provider of Enterprise Cost Management solutions to information technology, finance, procurement, operations, and supply chain professionals who want to reduce the costs of finding, purchasing, managing, and financing information technology goods and services. Our Enterprise Cost Management solutions provide sourcing, procurement, spend analytic, supplier management, document collaboration, asset management, professional services, and leasing to ePlus’ 2,000+ customers. Profitable since inception in 1990, the company is headquartered in Herndon, VA and has more than 30 locations in the U.S. For more information, visit www.eplus.com, call 888-482-1122 or email info@eplus.com.

ePlus® and ePlus Enterprise Cost Management®, and/or other ePlus products referenced herein are either registered trademarks or trademarks of ePlus inc. in the United States and/or other countries. The names of other companies and products mentioned herein may be the trademarks of their respective owners.

Statements in this press release, which are not historical facts, may be deemed to be “forward-looking statements”. Actual and anticipated future results may vary due to certain risks and uncertainties, including, without limitation, the existence of demand for, and acceptance of, our services; our ability to adapt our services to meet changes in market developments; the impact of competition in our markets; the possibility of defects in our products or catalog content data; our ability to hire and retain sufficient personnel; our ability to protect our intellectual property; the creditworthiness of our customers; our ability to raise capital and obtain non-recourse financing for our transactions; our ability to realize our investment in leased equipment; our ability to reserve adequately for credit losses; fluctuations in our operating results; our reliance on our management team; and other risks or uncertainties detailed in our Securities and Exchange Commission filings.

All information set forth in this release and its attachments is as of June 28, 2006. ePlus inc. undertakes no duty to update this information. More information about potential factors that could affect ePlus inc.’s business and financial results is included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005, the Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are on file with the SEC and available at the SEC’s website at http://www.sec.gov/.