<PAGE>
______________________________________________________________________________
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): May 14, 1998
___________________
WaveRider Communications Inc.
__________________________________
(Exact name of registrant as specified in its charter)
Nevada 0-25680 33-0264030
_________________ _____________________ ___________________
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
604 Edward Avenue, Unit No. 3
Richmond Hill, Ontario, Canada L4C 9Y7
____________________________________________________________
(Address of principal executive offices, including zip code)
(416) 410-4843
____________________________________________________
(Registrant's telephone number, including area code)
________________________________________________________________________________
<PAGE>
TABLE OF CONTENTS
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT............... 1
---------------------------------------------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS........................... 1
---------------------------------
Exhibits.................................................... 1
--------
SIGNATURE............................................................ 2
i
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On May 14, 1998, upon the recommendation and approval of the Board of
Directors, the Registrant engaged Price Waterhouse ("PW") of Toronto, Ontario,
Canada, as the independent auditors of the Registrant to audit the financial
statements for the year ending December 31, 1998. The Registrant's previous
independent auditors, Johnson, Holscher & Company, P.C. ("Johnson") of Denver,
Colorado, were notified of their dismissal on May 14, 1998.
(b) Johnson's reports on the Registrant's financial statements for the
fiscal years ended December 31, 1996, and December 31, 1997 contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
(c) The Registrant has had no disagreements with Johnson on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved, would have caused Johnson to make
reference to the subject matter of the disagreement in connection with its
reports.
(d) Johnson has not advised the Registrant that (i) the internal controls
necessary for the Registrant to develop reliable financial statements do not
exist; (ii) information has come to Johnson's attention which has made Johnson
unwilling to rely on management's representations, or unwilling to be associated
with the financial statements prepared by management; (iii) there is or was a
need to expand significantly the scope of its audit, or that information has
come to Johnson's attention, that Johnson has concluded will, or that if further
investigated might, materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent audited financial statements.
(e) The Registrant has provided a copy of the disclosures contained herein
prior to the filing of this Current Report and has requested that within ten
(10) business days after the filing of this Current Report, Johnson furnish a
letter addressed to the Commission stating whether Johnson agrees with the
statements made by the Registrant herein and, if not, stating the respects in
which it does not agree. The Registrant will file such letter as an exhibit to
this Current Report once such letter is available to the Registrant.
(f) No consultations occurred between the Registrant and PW during the two
most recent fiscal years and any subsequent interim periods prior to the recent
appointment of PW regarding the application of accounting principles, the type
of audit opinion that might be rendered or other information considered by the
Registrant in reaching a decision as to an accounting, auditing or financial
reporting issue.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
Exhibits.
--------
16.1 -- Letter from Johnson, Holscher & Company, P.C.*
* To be filed by amendment to this Current Report.
1
<PAGE>
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 thereunto duly authorized.
WAVERIDER COMMUNICATIONS INC.
/s/ William E. Krebs
--------------------------------------------
Name: William E. Krebs
Title: Secretary
Date: May 20 , 1998
----
2