WESTBRIDGE RESEARCH GROUP
8-K/A, 1998-01-29
AGRICULTURAL CHEMICALS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Amendment No. 1
                                    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)  January 13, 1998


                            Westbridge Research Group
             (Exact name of registrant as specified in its charter)

         California                 2-92261                      95-3769474

(State or other jurisdiction      (Commission                  (IRS Employer
     of incorporation)            File Number)               Identification No.)


                    1150 Joshua Way, Vista, California 92083
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (760)  599-8855

                                       n/a
 ------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

   
          On January 13, 1998, the Westbridge  Research Group Board of Directors
          recommended and approved the engagemenmt of the independent  certified
          public  accounting firm of Pannell Kerr Forster to audit the financial
          statements of the Company for the fiscal year ended November 30, 1997.
          Accordingly,  upon the engagement of that firm,  Peterson & Co. as the
          Company's independent auditors was discontinued.
    

         The report of Peterson & Co. on the Company's financial  statements for
         the fiscal  year ended  November  30,  1995 did not  contain an adverse
         opinion or a disclaimer of opinion and was not qualified or modified as
         to audit  scope or  accounting  principles.  The  report  did  contain,
         however,  an explanatory  paragraph  regarding the Company's ability to
         continue as a going concern. The Company's financial statements for the
         fiscal year ended November 30, 1996 did not contain an adverse  opinion
         of a  disclaimer  of opinion  and was not  qualified  or modified as to
         uncertainty, audit scope or accounting principles.

         There were no  disagreements  between the Company and Peterson & Co. on
         any matters of accounting principles or practices,  financial statement
         disclosure,  or auditing scope or procedure,  which, if not resolved to
         the satisfaction of Peterson & Co., would have caused Peterson & Co. to
         make reference to the matter in their reports, and Peterson & Co. never
         advised the Company of any event of the kind  mentioned in Item 304 (d)
         (1) (iv) (B) of Regulation S-8.

         The Company has not consulted with Pannell Kerr Forster during the last
         two years or  subsequent  interim  period  prior to January 13, 1998 on
         either the application of accounting principles to a specific completed
         or contemplated transaction or the type of opinion Pannell Kerr Forster
         might issue on the Company's financial  statements.  No written or oral
         advice was  provided to the Company by Pannell Kerr Forster that was an
         important factor considered by the Company in reaching a decision as to
         an accounting , auditing or financial reporting issues.

         The  Company  requested  Peterson  & Co.  to  furnish  it with a letter
         addressed to the Securities and Exchange  Commission stating whether or
         not  Peterson & Co.  agrees with the above  statements.  The  furnished
         letter,  which is attached as an  Exhibit,  states that  Peterson & Co.
         agrees with the above statements.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

   
         Letter dated January 29, 1998 from Peterson & Co.
    

                                                     
                                    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.

                                             WESTBRIDGE RESEARCH GROUP

                                             By:   /s/  Christine Koenemann
                                                -------------------------------
                                                Christine Koenemann, President

Date:  January 29, 1998






                                                               January 29, 1998



SECURITIES AND EXCHANGE COMMISSION
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir:

We have read and agree  with the  comments  in Item 4 of Form 8-K of  Westbridge
Research Group dated January 29, 1998.

                                                       /s/  PETERSON & CO.

cc:  Christine Koenemann
     President
     Westbridge Research Group



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