KNOWLEDGEBROKER INC
8-K, 1997-02-13
ELECTRONIC COMPUTERS
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<PAGE>   1
                       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)    February 6, 1997     
                                                    -----------------------

                           KnowledgeBroker, Inc.                        
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                     0-26626                 84-0856578     
       --------------                ------------         --------------------
(State or other jurisdiction         (Commission           (IRS Employer
     of incorporation                File Number)         Identification No.)


                   13295 Mira Loma Road, Reno, Nevada  89511 
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)


      Registrant's telephone number, including area code (702) 852-5711   
                                                         ---------------
<PAGE>   2
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

       On February 6, 1997, KnowledgeBroker, Inc. (the "Company") dismissed
Hendrix Sutton & Associates ("Hendrix") as the Company's independent public
accountant and engaged Grant Thornton LLP as the Company's new independent
public accountant on the same day.  No report of Hendrix for the Company has
contained an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles.  There have
been no disagreements between Hendrix and the Company as described in Item
304(a)(1)(iv) of Regulation S-K or events of the kind set forth in Item
304(a)(1)(v) of Regulation S-K. The Board of Directors of the Company approved
the change of accountants.

       The Company provided Hendrix with the above disclosures prior to filing
this Form 8-K with the Commission and is filing with the Commission Hendrix's
response to those disclosures an Exhibit hereto.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c)    Exhibits

<TABLE>
<CAPTION>
   Exhibit No.                     Description
   -----------                     -----------
       <S>                         <C>
       16                          Letter Regarding Change in Principle
                                   Accountant by Hendrix Sutton & Associates (1)
</TABLE>


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

       (1)    Filed herewith.


                                      2
<PAGE>   3
                                   SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                              KNOWLEDGEBROKER, INC.          
                                                                             
                                                                             
                                                                             
Date:  February 13, 1997                      By: /s/ BRAD STANLEY
                                                 ----------------------------
                                                      Brad Stanley            
                                                      President               
                                     




                                       3


<PAGE>   4
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER                        DESCRIPTION
 -------                        -----------
    <S>         <C>
    16          Letter Regarding Change in Principle
                Accountant by Hendrix Sutton & Associates(1)
</TABLE>

- ----------
(1) Filed herewith.

<PAGE>   1
                    [HENDRIX SUTTON & ASSOCIATES LETTERHEAD]

                                                                     EXHIBIT 16



                               February 13, 1997


Securities and Exchange Commission
Washington, D.C. 20549


Dear Sir or Madam:

Hendrix Sutton & Associates, L.L.P. has received and reviewed the Form 8-K that
KnowledgeBroker, Inc. is filing. We agree with the statements contained in
"Item 4" of the Form 8-K.

Please feel free to telephone with any questions.

Sincerely,

/s/  PAUL S. CARY
- -----------------
Paul S. Cary, CPA



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