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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report December 27, 1996
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(Date of earliest event reported)
POLLUTION RESEARCH AND CONTROL CORP.
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(Exact name of registrant as specified in its charter)
California 0-14266 95-2746949
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(State or other (Commission (IRS Employee ID No.)
jurisdiction file No.)
of incorporation or
organization)
506 Paula Avenue, Glendale, California 91201
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(Address of principal executive offices)
(818) 247-7601
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(Registrant's telephone number, including area code)
Total Pages: 5
Exhibit Index: page E-1
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 27, 1996, the Company dismissed the firm of Greenberg & Jackson ("G
& J") as the Company's independent auditors, effective immediately. The Company
then selected A. J. Robbins, PC to act as the Company's independent auditors for
the fiscal year ending December 31, 1996. The foregoing actions of the Company
were ratified by the Board of Directors.
The reports of G & J on the Company's financial statements for the years ended
December 31, 1994 and December 31, 1995 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the year ended December 31, 1995, and during the subsequent period from
January 1, 1996 through December 27, 1996, there were no "Disagreements" (as
such term is defined under the Federal securities laws) with G & J on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which Disagreements, if not resolved to the
satisfaction of G & J, would have caused that firm to make reference to the
subject matter of the Disagreements in connection with their report.
During the year ended December 31, 1995, and during the period from January 1,
1996 through December 23, 1996, the Company was not (i) advised by G & J that
the Company did not have internal controls necessary to develop reliable
financial statements; (ii) advised by G & J that it was no longer able to rely
on management's representations or that it was unwilling to be associated with
financial statements prepared by management; (iii) advised by G & J of a need to
expand the scope of its audit; or (iv) advised by G & J that information had
come to its attention that materially impacted the fairness or reliability of
any audit report or financial statement issued or to be issued, or caused them
to be unwilling to rely on management's representations or be associated with
the Company's financial statements (collectively, "Reportable Events").
During the year ended December 31, 1995, and the period from January 1, 1996 to
December 27, 1996, neither the Company, nor anyone on its behalf, consulted A.
J. Robbins on (i) the application of accounting principles to a specified
transaction, either completed or proposed; (ii) the type of audit opinion that
might be rendered on the Company's financial statements; or (iii) any matter
that was either the subject of Disagreement or a Reportable Event.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits
16. Letter from Greenberg & Jackson, dated January 9, 1997.
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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.
POLLUTION RESEARCH AND CONTROL CORP.
(Registrant)
Date: January 9, 1997 By: /s/ ALBERT E. GOSSELIN, JR.
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Albert E. Gosselin, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
Item Page No.
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16. Letter from Greenberg & Jackson, dated January 9, 1997. 5
E-1
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GREENBERG & JACKSON
AN ACCOUNTANCY CORPORATION
2950 LOS FELIZ BLVD., SUITE 103
LOS ANGELES, CALIFORNIA 90039
TELEPHONE: (213) 666-7700 FACSIMILE: (213) 666-3495
Bradford N. Bernstein, CPA INTERNET: [email protected]
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Leslie Smith Sobol, CPA
Peggy Howard
Susan Hatfield
Ron L. Rogers, EA
January 9, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street N.W.
Washington, D.C. 20549
Dear Sirs/Madams,
We have read the comments in Item 4 of Form 8-K of Pollution Research and
Control Corp. dated January 9, 1997, and have the following comments:
We agree with the statements made in the first sentence of the first
paragraph, and the statements made in the second, third, and fourth
paragraphs.
We have no basis to agree or disagree with the statements made in the
second sentence of the first paragraph, or the statements made in the
fifth paragraph.
Yours Truly,
/s/ GREENBERG & JACKSON
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Greenberg & Jackson
An Accountancy Corporation
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