8-K 1 audchangeaa.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 17, 2004 MIKROS SYSTEMS CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 2-67918-NY 14-1598200 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 707 Alexander Road, Building Two, Suite 208, Princeton, NJ 08540 (Address of Principal Executive Offices) (Zip Code) (609) 987-1513 (Registrant's telephone number, including area code) (Former Name or Former Address, if Changed Since Last Report) Item 4. Change in Registrant's Certifying Accountant. On February 17, 2004, Mikros Systems Corporation (the "Company") accepted the resignation of Lipman, Selznick & Witkowski ("Lipman") as the Company's independent auditors and has engaged the services of Beard Miller Company LLP as independent auditors. The change in auditors was effective February 17, 2004. This determination was approved by the Company's Board of Directors. Beard Miller Company LLP will audit the financial statements of the Company for the fiscal year ending December 31, 2003. During the two most recent fiscal years of the Company ended December 31, 2002, there were no disagreements between the Company and Lipman on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure, which disagreements, if not resolved to Lipman's satisfaction, would have caused Lipman to make reference to the subject matter of the disagreement in connection with its reports. Lipman's prior audit report on the Company's financial statements for each of the two most recent fiscal years in the period ended December 31, 2002 contained no adverse opinion or disclaimer of opinion and was not modified or qualified as to uncertainty, with the exemption of a going concern matter, audit scope, or accounting principles. A letter from Lipman addressed to the Securities and Exchange Commission stating their agreement with certain of the above statements is attached as Exhibit 16.1. During the two most recent fiscal years of the Company ended December 31, 2002, the Company did not consult with Beard Miller Company LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description of Exhibits 16.1 Letter dated February 17, 2004 from Lipman, Selznick & Witkowski regarding change in certifying accountant. 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. MIKROS SYSTEMS CORPORATION By: /s/ Thomas J. Meaney Thomas J. Meaney, President (Principal Executive Officer and Principal Financial Officer) Date: February 17, 2004 Exhibit 16.1 February 17, 2004 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have read Item 4 of Form 8-K dated February 17, 2004, of Mikros Systems Corporation and are in agreement with the statements contained in paragraph two and the second sentence in paragraph one on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Lipman Selznick & Witkowski