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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) June 25, 1997
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KnowledgeBroker, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-26626 84-0856578
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
13295 Mira Loma Road, Reno, Nevada 89511
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 852-5711
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Reference is made to the Current Report on Form 8-K filed by the Company on
July 2, 1997 (the "Form 8-K"). The Form 8-K is amended in its entirety by the
following:
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 25, 1997, Grant Thornton LLP ("Grant") resigned as the
independent public accountant for KnowledgeBroker, Inc. (the "Company"). In its
letter giving notice of its resignation, Grant stated that the Company lacked
an adequate control environment, rendering Grant unable to complete an audit of
the Company's financial statements. Grant did not disclose in its letter of
resignation the specific controls which it found lacking. The Company requested
additional information from Grant regarding this statement.
Through subsequent communication, Grant has noted the following
concerns:
(a) Grant noted that sales in amounts material to the financial
statements were recorded at or near year end when those
amounts should have been deferred to future years. Grant
also noted that management of the Company stated that the
Company has followed the same revenue recognition policy in
previous years.
(b) Grant noted that certain liabilities related to settlement
of litigation and other matters were not recorded in the
financial statements.
(c) Grant noted that reconciliations of certain general ledger
accounts often resulted in recording material adjustments to
the Company's financial records.
The foregoing issues raised by Grant have been discussed by the Board
of Directors of the Company, and the Company has authorized Grant to respond
fully to inquiries from any successor accountant for the Company concerning the
concerns raised by Grant.
Grant never prepared a report for the Company; therefore, no report of
Grant 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 Grant 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, other than that
described above.
The Company provided Grant with the above disclosures prior to filing
this Form 8-K/A with the Commission. Grant's response to those disclosures is
attached hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
16 Letter Regarding Change in Principal Accountant
from Grant Thornton LLP
</TABLE>
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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: July 17, 1997 By: /s/ BRAD STANLEY
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Brad Stanley
President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
16 Letter Regarding Change in Principal Accountant
from Grant Thornton LLP
</TABLE>
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EXHIBIT 16
[GRANT THORNTON LETTERHEAD]
July 16, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Re: KnowledgeBroker, Inc.
File No. 0-26626
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of KnowledgeBroker, Inc. dated June 25,
1997 as amended, and agree with the statements contained therein.
Very truly yours,
/s/ Grant Thornton LLP
