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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): January 31,1998
WORLDS INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 2-31876 22-1848316
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
15 UNION WHARF, BOSTON, MASSACHUSETTS 02109
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (617) 725-8900
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(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On January 31,1998 Registrant dismissed Lipner, Gordon &
Co. LLP as its independent accountants ("LG&C"). This action had been approved
by Registrant's Board of Directors. During the past three years LG&C did not
issue a report on Registrant's financial statements that either contained an
adverse opinion or a disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.
During the period of its engagement there were no
disagreements between Registrant and LG&C on any matter of accounting principles
or practices, financial statement disclosure, or audit scope and procedure,
which disagreement, if not resolved to the satisfaction of LG&C, would have
caused them to make reference to the subject matter of the disagreement in
connection with its opinion.
(b) On January 31, 1998 the Board of Directors of Registrant
appointed BDO Seidman, LLP ("BDO") as its independent accountants. Prior to such
engagement, BDO was the independent auditor of Worlds Inc. and Worlds
Acquisition Corp., two Delaware corporations which merged into the
Registrant(the "Mergers"). BDO provided written reports of these two
corporations which was included in offering materials for a private financing
continued by the Registrant after the Mergers. BDO was also consulted regarding
the filing obligations of the Registrant pursuant to the change in fiscal year
reported in Item 8 hereof. Finally, BDO was consulted regarding the nature of
the financial statements required to be included by the Registrant in its recent
filing of a Registration Statement on Form SB-2, in which BDO also provided
written reports regarding the two merged corporations.
Other than as disclosed above, Registrant did not consult with
BDO regarding the application of accounting principles to a specified
transaction, or the type of audit opinion that may be rendered with respect to
the Registrant's financial statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
1. Letter by the dismissed independent accountants in connection
with the disclosure under item 4 of this Report.
ITEM 8. CHANGE IN FISCAL YEAR.
By action of its Board of Directors dated as of January 31,
1998, the Registrant determined to change its fiscal year end
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from September 30 to December 31. The Registrant will file a transition report
on Form 10-K (or Form 10-KSB) no later than March 31, 1998 to report on the
period from October 1, 1997 through December 31, 1997. Accordingly, a Quarterly
Report on Form 10-Q (or Form 10-QSB) will not be filed by February 14, 1998 to
report on what would have been the Registrant's fiscal quarter but for the
change of fiscal year end.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
Date: February 10, 1998
WORLDS INC.
By: /s/ Thomas Kidrin
_______________________
Thomas Kidrin,
President and CEO
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EXHIBIT 1
February 10, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Dear Sir:
We have read and agree with the comments in Item 4(a) of Form 8-K of
Worlds Inc. dated January 31, 1998.
Very truly yours,
/s/ Lipner, Gordon & Co. LLP
Lipner, Gordon & Co. LLP
