WAVERIDER COMMUNICATIONS INC
8-K/A, 1998-05-29
BLANK CHECKS
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                             --------------------

                                  FORM 8-K/A

                       AMENDMENT NO. 1 TO 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 jurisdiction of (Commission File No.)          (IRS Employer
incorporation)                                               Identification No.)


                        235 Yorkland Blvd., Suite 1101
                       Toronto, Ontario, Canada M2J 4Y8

                former address of principal executive offices:

                         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)

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                                Amendment No. 1

     1.   The Registrant hereby amends its Form 8-K previously filed with the 
Commission to include the following Item 5:

Item 5. Other Events.
        -------------

        The principal executive offices of the Company have been moved from 604 
Edward Avenue, Unit No. 3, Richmond Hill, Ontario, Canada L4C 9Y7 to 235 
Yorkland Blvd., Suite 1101, Toronto, Ontario, Canada M2J 4Y8.

     2.   The Registrant hereby amends Item 7 of its Form 8-K previously filed 
with the Commission by deleting it and replacing it in its entirety as follows 
in order to file as an exhibit a letter from the Registrant's former accountant 
pursuant to the requirements of Regulation S-K Item 304(a)(3):

Item 7. Financial Statements and Exhibits.
        ---------------------------------

        Exhibits.
        --------

          16.1 -- Letter from Johnson, Holscher & Company, P.C.


                                       1
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                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this Amendment No. 1 to Current Report to be signed 
on its behalf by the undersigned thereunto duly authorized.

                                  WAVERIDER COMMUNICATIONS INC.

                                       /s/ D. Bruce Sinclair
                                  ------------------------------------
                                  Name:  D. Bruce Sinclair
                                  Title: Chief Executive Officer and President
Date: May 29, 1998
          --

                                       2

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         [LETTERHEAD OF JOHNSON, HOLSCHER & COMPANY, P.C. APPEARS HERE]




Stockholders and Board of Directors
WaveRider Communications Inc.

Securities and Exchange Commission
Washington, D.C.



We have audited the consolidated balance sheet of WaveRider Communications Inc.
as of December 31, 1997 and 1996, and the related consolidated statements of
loss and deficit, stockholders' equity (deficit) and cash flows for the years
ended December 31, 1997 and 1996 and the period from inception to December 31,
1997.

We are independent public accountants with respect to the Company within the
meaning of Rule 101 of the Rule of Conduct of the American Institute of
Certified Public Accountants.

We consent to the inclusion of our report dated March 20, 1998, in the Form 8-K
filing.

We agree with the information disclosed in Form 8-K, "Item 4. Changes in
Registrant's Certifying Accountant."



Johnson, Holscher & Company, P.C.

May 28, 1998



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