SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 23, 1998
WINDSWEPT ENVIRONMENTAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-17072 11-2844247
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Sweeneydale Avenue Bay Shore, New York 11706
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 694-7060
N/A
(Former name or former address, if changed since last report)
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The 8/K dated April 23, 1998, which was filed on April 29, 1998, has been
amended to revise Exhibit 16.
Item 4. Change in Registrant's Certifying Accountant
On April 23, 1998, Price Waterhouse LLP ("Price Waterhouse") declined to stand
for reelection as independent accountants to the Registrant. Price Waterhouse's
report on the financial statements of the Registrant for the fiscal year ended
April 30, 1997 (the only period for which Price Waterhouse was engaged as
independent accountants) did not contain any adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that Price Waterhouse's report included a
reference to a substantial doubt about the Registrant's ability to continue as a
going concern. In connection with the audit for the fiscal year ended April 30,
1997 and through April 23, 1998, there have been no disagreements with Price
Waterhouse 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 Price Waterhouse would have caused them to make
reference thereto in their report on the financial statements for such year. In
connection with the audit of the financial statements for the year ended April
30, 1997, Price Waterhouse reported to management and the Audit Committee of the
Board of Directors that the following material weaknesses exist in the internal
control structure:
1. A necessity for the Company to implement formal accounting closing procedures
to ensure quarterly financial statements are prepared in a timely, accurate and
consistent manner, reflecting all significant accruals and estimates necessary
for the results of each interim period to provide meaningful information as to
results of operations of the Company.
2. A necessity for the Company to implement a perpetual inventory system, create
physical safeguards for inventory, perform periodic physical inventory counts
and maintain shipping and receiving logs to ensure that inventory is properly
accounted for and protected from theft or loss.
3. A necessity for the Company to restrict access to accounting records and
information systems to authorized personnel.
There were no other reportable events as defined in Regulation S-K Item
304(a)(l).
Management of the Registrant has endeavored to address these weaknesses this
year, and believes it has made significant progress towards resolving those
concerns.
The Registrant has requested that Price Waterhouse furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated May 1, 1998, is
filed as Exhibit 16 to this Form 8-K/A.
Item 7. Financial Statements and Exhibits
Exhibit 16 - Letter dated May 1, 1998 from Price Waterhouse to the Securities
and Exchange Commission.
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.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
By: /s/ Alan W. Schoenbart
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Alan W. Schoenbart, Chief Financial Officer
Date: May 1, 1998
Exhibit 16
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May 1, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Windswept Environmental Group, Inc. (Commission File Number 0-17072)
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We have read Item 4 of the Windswept Environmental Group, Inc Form 8-K/A dated
April 23, 1998 and are in agreement with the statements contained therein,
except that we make no comment with respect to Management's statement that it
has made significant progress toward resolving internal control weaknesses.
Yours very truly,
/s/ Price Waterhouse LLP
