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 of Report (Date of earliest event reported):  August 23, 2006 (August 17, 2006)

ePlus inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28926	54-1817218
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

13595 Dulles Technology Drive, Herndon, VA 20171-3413

(Address, including zip code, of principal executive 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))

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Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 23, 2006, ePlus inc. (the “Company”) issued a press release announcing that it had received a staff determination letter from the staff of Nasdaq on August 17, 2006, indicating that the Company’s failure to timely file the Form 10-Q for the quarter ended June 30, 2006, as required by Nasdaq Marketplace Rule 4310(c)(14), could serve as a separate basis for the delisting of the Company’s stock from the Nasdaq Global Market.

As previously announced, the Company received a delisting notice from the Nasdaq staff based on the Company’s failure to timely file the Annual Report on Form 10-K for the fiscal year ended March 31, 2006. The Company requested a hearing before a Nasdaq Listing Qualifications Panel (the “Panel”) to appeal the determination of the Nasdaq staff, which has been scheduled to occur on September 7, 2006. There can be no assurance that the Panel will grant the Company’s request for continued listing.

Item 7.01Regulation FD Disclosure

The Company’s inability to complete and file its Form 10-K for the fiscal year ended March 31, 2006 and Form 10-Q for the quarter ended June 30, 2006 is a result of (i) the Audit Committee’s ongoing investigation of stock option grants by the Company since its initial public offering in 1996 and (ii) the restatement of the Company's financial statements for fiscal years ended March 31, 2004 and 2005 in connection with the presentation of dealer floor plan financing arrangements, as previously reported on its Form 8-K filed on June 28, 2006.

The Company has previously disclosed that it will restate its previously issued financial statements for the fiscal years ended March 31, 2004 and 2005, as well as previously reported interim financial information, to reflect additional non-cash charges for stock-based compensation expense in certain reported periods commencing with the fiscal year ended March 31, 1998 and that its financial statements as of and for the fiscal year ended March 31, 2006, to be included in the Company's annual report on Form 10-K for the fiscal year ended March 31, 2006, will include non-cash charges for stock-based compensation expense. The Audit Committee voluntarily contacted and advised the staff of the Securities and Exchange Commission (the "SEC") of its investigation and the Audit Committee’s preliminary conclusion that a restatement will be required. The SEC has opened an informal inquiry and the Company is cooperating with the staff.

The Company previously disclosed it will restate its financial statements for fiscal years ended March 31, 2004 and 2005 in connection with the presentation of dealer floor plan financing arrangements. In connection with this restatement, the Company will classify cash payments to its suppliers from an unaffiliated financing company as financing activities in the consolidated statements of cash flows. The restatement also 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. In addition, the Company has recently determined that the consolidated statements of cash flows for the years ended March 31, 2004 and 2005 will also be restated to remove payments made by our lessees directly to third-party, non-recourse lenders. These were previously reported in our statements of cash flows as repayments of non-recourse debt in the financing section and a decrease in our investment in leases and leased equipment - net in the operating section. As these payments were not received or disbursed by us, management determined that these amounts should not be shown in the statements of cash flows.

A copy of the Company’s press release issued on August 23, 2006 is filed as Exhibit 99.1 hereto.

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Item 9.01 Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Exhibits

99.1 Press Release dated August 23, 2006 issued by ePlus inc.

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SIGNATURE

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.

	ePlus inc.
	By: /s/ Steven J. Mencarini
	Steven J. Mencarini
Date: August 23, 2006	Chief Financial Officer

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EX-99.1

ePlus Announces Second Noncompliance

Notice from NASDAQ

HERNDON, VA - August 23, 2006 - ePlus inc. (Nasdaq NGM: PLUS - news), announced today that because it did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, it received a staff determination letter from the staff of the Nasdaq Global Market on August 17, 2006 indicating that this matter serves as additional basis that the Company is not in compliance with the continued listing requirements of Marketplace Rule 4310(c)(14). As previously disclosed, the Company received a staff determination letter dated July 18, 2006, which was a delisting notice pertaining to its failure to file its Annual Report on Form 10-K for the year ended March 31, 2006. In response to the letter dated July 18, 2006, the Company has appealed the staff determination, and a hearing before a Nasdaq Listing Qualifications Panel is scheduled for September 7, 2006. Under Nasdaq’s rules, a timely hearing request automatically stays the delisting of the Company’s securities pending the Panel’s decision. There can be no assurance that the Panel will grant the Company's request for continued listing. The Company’s delay in filing its Form 10-Q is the only listing deficiency cited in the second staff determination letter.

The Company’s inability to complete and file its Form 10-K for the fiscal year ended March 31, 2006 and Form 10-Q for the quarter ended June 30, 2006 is a result of the Audit Committee’s ongoing investigation of stock option grants by the Company since its initial public offering in 1996. The Company has previously disclosed that it will restate its previously issued financial statements for the fiscal years ended March 31, 2004 and 2005, as well as previously reported interim financial information, to reflect additional non-cash charges for stock-based compensation expense in certain reported periods commencing with the fiscal year ended March 31, 1998, and that its financial statements as of and for the fiscal year ended March 31, 2006, to be included in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2006, will include non-cash charges for stock-based compensation expense. The Audit Committee voluntarily advised the staff of the Securities and Exchange Commission of its investigation and the Audit Committee’s preliminary conclusion that a restatement will be required, and the Company is cooperating with the staff’s informal inquiry into the matter.

ePlus has previously issued several press releases and filed several reports with the SEC including reports on Form 8-K, and investors are encouraged to read these in their entirety for discussion of the delay in its financial statements filings.

The Company plans to file its Annual Report on Form 10-K for the year ended March 31, 2006 and its Form 10-Q for the quarter ended June 30, 2006 as soon as practicable after the resolution of the previously disclosed matters.

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 analytics, supplier management, document collaboration, asset management, professional services, and leasing to ePlus’ 2,000+ customers. The company was founded in 1990 and is headquartered in Herndon, VA with more than 30 locations in the U.S. For more information, visit http://www.eplus.com/, call 888-482-1122 or email mailto: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.

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 final determination of the impact of the restatement described above; the results of the Audit Committee’s investigation; expectations as to the timing of the completion of such investigation by the Audit Committee and its independent counsel; the Company’s review, restatement and filing its previously issued financial statements and its assessment of the effectiveness of disclosure controls and procedures and internal controls; the possibility that the Nasdaq Listing Qualifications Panel may not grant the Company’s request for an extension to regain compliance with Nasdaq listing qualifications or the Company’s failure to regain compliance within any extension period, in which case the Company’s common stock would be delisted from the Nasdaq Global Market; the effects of any required restatement adjustments to previously issued financial statements and possible material weaknesses in internal control over financial reporting; the effects of any lawsuits or governmental investigations alleging, among other things, violations of federal securities laws, by the Company or any of its directors or executive officers; the existence of demand for, and acceptance of, our services; 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 August 23, 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 years ended March 31, 2005 and March 31, 2004, the Quarterly Report on Form 10-Q for the quarters ended June 30, 2005, September 30, 2005, and 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/.

Contact:	Kley Parkhurst, SVP
	ePlus inc.
	kparkhurst@eplus.com
	703-984-8150