UNITED STATES
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) February
25, 1997
Commission file number 33-12664-D
WORLDWIDE GOLF
RESOURCES, INC.
(Exact name of registrant as specified in charter)
Nevada 88-0335511
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5230 So. Valley View, Suite E
Las Vegas, Nevada 89118
(Address of Principal Executive Office) (Zip Code)
(702) 739-9392
(Registrant's Telephone Number, Including Area Code)
Copies To:
Gerald Levine
President
23 Cactus Garden Drive, F-23
Henderson, Nevada 89014
(702)893-4747
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Worldwide Golf Resources, Inc. Page 2
Item No 1 Changes in Control of Registrant.
No events to report.
Item No. 2. Acquisition or Disposition of Assets.
No events to report.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying
Accountant.
Pursuant to Item 304 of Regulation S-K, the company
makes the following representations:
Item 304(a)(1)
(I) On February 26, 1997, Janet Loss, C. P.
A., P.C. was terminated as the independent auditor of the
Company .
(ii) On February 26, 1997, the Company
reached an agreement with Clancy & Co., P.L.L.C.,
whereby Clancy & Co. was engaged to act as the
Company's auditor, commencing with the Company's
audit for the fiscal year ending December 31, 1996.
(iii) The principal accountant's report on the
Company's financial statements for either the past two (2)
years has not contained either an adverse opinion or a
disclaimer of opinion, nor was qualified or modified as to
an uncertainty, audit scope, or accounting principles.
(iv) The change in accountants was approved
by the Board of Directors of the Company.
(v) During the registrant's two most recent
fiscal years and subsequent interim period up to the date
of the change of accountants, there were no disagreements
with the former accountant on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures.
Item 304(a)(2)
On February 25, 1997, the Company reached its
agreement with Clancy & Co., P.L.L.C. prior to the
engagement agreement dated February 25, 1997, the
company had not received nor sought any auditing,
accounting or financial opinions from the successor
accountants.
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Worldwide Golf Resources, Inc. Page Three
Item No. 5. Other Events.
No events to report.
Item No. 6. Resignation of Registrant's Directors.
No events to report.
Item No. 7. Financial Statements, Proforma Financial
Information and Exhibits.
Exhibit - Engagement letter of new auditor.
Exhibit - Letter from Janet Loss, C.P.A., P.C.
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Worldwide Golf Resources, Inc.
By: /s/Gerald Levine Dated: February
25, 1997
Gerald Levine, President
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CLANCY AND CO., P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Central Plaza
4041 North Central Avenue (602)266-2646
Suite 890 FAX: (602)266-2402
P.O. Box 16627 (85011-6627)
Phoenix AZ 85012 February 25, 1997
Mr. Gerald Levine, Chief Executive Officer
Worldwide Golf Resources, Inc.
5230 S. Valley View, Suite E
Las Vegas, NV 89118
Dear Gerry:
This letter is to confirm my understanding of the terms
and objectives of our engagement.
I, William L. Clancy, will be the CPA in charge of all
work we perform for you. Auditing and reporting on
you r financial statements is to be our recurring basis
assignment. I will also be available to help you with
current problems as they arise through the year.
We will audit the Company's financial statements of
Worldwide Golf Resources, Inc. as of December 31,
1996 for the purpose of expressing an opinion on them.
The proper recording of transactions, safeguarding of
assets, and the financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on the financial
statements.
We will conduct our audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are
free of material misstatement. An audit includes
examining, on a test basis, evidence which supports the
amounts and disclosures included in the financial
statements. It also includes assessing the accounting
principles used and estimates made by management, as
well as evaluating the overall financial statement
presentation. If, for any reason, we are unable to
express an unqualified opinion on the financial
statements, we will discuss the alternatives with you in
order to arrive at an acceptable solution.
An audit is subject to the risk that material errors and
irregularities, including fraud and defalcations, if they
exist, will not be detected. We will inform you of any
material errors, and all irregularities and illegal acts that
come to our attention, unless they are inconsequential.
Assistance is to be supplied by your personnel,
including the preparation of the detailed trial balance,
schedules and analyses of accounts. Timely completion
of this work will facilitate the completion or our audit.
In you intend to publish or otherwise reproduce the
financial statements and make reference to our firm,
you agree to provide us with printers' proofs or masters
for our preview and approval before printing. You also
agree to provide us with a copy of the final reproduced
material before it is distributed.
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Page 2
Mrs. Marie A. Levine
Additionally, we will prepare the U.S. Corporation
Income Tax return and any state related income or
license tax returns for the year 1996.
Our fees will be billed upon completion of the work and
will be based on the amount of time required plus actual
out-of-pocket expenses. Invoices are payable upon
presentation. We will notify you immediately of any
circumstances we encounter that could significantly
affect our initial estimate of total fees of $25,000.00 to
$30,000.00. Before our services begin you have agreed
to pay us a retainer of $5,000.00, which will be applied
to the final billing for this engagement.
If the foregoing is in accordance with your
understanding, please sign and return to us the duplicate
copy of this letter.
We appreciate the opportunity to serve you and trust
that our association will be a long and pleasant one.
Yours very truly,
Clancy and Co., P.L.L.C.
/s/William L. Clancy
By
William L. Clancy, CPA
Worldwide Golf Resources, Inc.
Accepted:
/s/Marie A. Levine
Marie A. Levine,
Secretary and Treasuerer
03/03/97
Date
<PAGE>
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTNAT
9101 E. KENYON AVENUE, SUITE 2000
DENVER, COLORADO 80237
303-220-0227
May 5, 1997
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RE: Worldwide Golf Resources, Inc.
SEC File No. 33-12664-D
Form 8-K; Filed 4/11/97
Please be adcvised that I have reviewed the 8-K filed on
April 11, 1997
and I am in agreement with the disclosures provided by
the Company's
Item 4 Form 8-K.
Very truly yours
/s/Janet Loss, C.P.A.
Janet Loss, C.P.A., P.C.
Certified Public Accountant
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