COMMONWEALTH BIOTECHNOLOGIES INC
8-K, 1998-03-02
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                                  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):  February 23, 1998
                                                 -----------------------

                       COMMONWEALTH BIOTECHNOLOGIES, INC.
                       ----------------------------------
               (Exact Name of Registrant as Specified in Charter)

           Virginia                     001-13467                56-1641133
           --------                     ---------                ----------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
      of incorporation)                                      Identification No.)


      911 East Leigh Street, Suite G-19, Richmond, Virginia      23219
      ----------------------------------------------------------------
          (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code:  (804) 648-3820
                                                   ----------------------


                                      N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>

Item 4.  Changes in Registrant's Certifying Accountant.

                  Goodman & Company, L.L.P.  ("Goodman") served as the Company's
independent  public accountants for the fiscal years ended December 31, 1995,
December 31, 1996 and December 31, 1997.  For various  business  reasons,  the
Audit  Committee of the Company's Board of Directors (the "Audit  Committee")
recommended the dismissal of Goodman to the Company's  Board of Directors,  and
on February 23, 1998,  the Company officially terminated its business
relationship with Goodman.  Goodman's reports on the Company's  financial
statements  for each of the last two fiscal years did not contain an adverse,
qualified or disclaimer  of opinion. Similarly, Goodman  did not modify  either
such  report as to  uncertainty, audit scope or accounting  principles.  There
were no  disagreements  between the  Company and Goodman  regarding any matter
of accounting  principles or practices,  financial statement disclosure, or
auditing scope or procedure.

         Upon the  recommendation  of the Audit Committee of the Company's Board
of  Directors,  the Board of Directors of the Company  appointed on February 23,
1998, subject to the approval of the Company's shareholders,  the firm McGladrey
&  Pullen,  LLP  as  independent  public  accountants  to  audit  the  Company's
consolidated financial statements for the fiscal year ended December 31, 1998.


Item 7.  Financial Statements and Exhibits.

     a.  Financial statements.
              Not applicable.

     b.  Pro forma Financial Information.
              Not applicable.

     c.  Exhibits.

           16.1 - Letter on change in certifying accountant (filed herewith).

<PAGE>


                                   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.


                                       COMMONWEALTH BIOTECHNOLOGIES, INC.



                                       By:     /s/ Robert B. Harris, Ph.D.
                                               ---------------------------
                                               Robert B. Harris, Ph.D.
                                               President






March 2, 1998


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