UNITED STATES
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) March 6, 1998
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Commission file number 33-12664-D
WORLDWIDE GOLF RESOURCES, INC.
(Exact name of registrant as specified in charter)
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Nevada 88-0335511
(State of other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
251 Saulteaux Crescent
Winnipeg, MB, Canada R3J 3C7
(Address of Principal Executive Office) (Zip Code)
(204) 885-5555
(Registrant's Executive Office Telephone Number)
1850 E. Flamingo Rd., Suite 111
Las Vegas, Nevada 89119
(Address of United States Office) (Zip Code)
(702) 866-5880
(Registrant's U.S. Telephone Number, Including Area Code)
Copies To:
Donald J. Stoecklein
President
1850 E. Flamingo Rd., Suite 111
Las Vegas, Nevada 89119
(702) 866-5880
<PAGE>
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 204(a)(1)
(i) On March 3, 1998, Clancy and Co., P.L.L.C.'s contract as auditor of
the Company was terminated by mutual agreement. Mr. Clancey will continue
to be contracted by the Company to perform audits for acquisitions and
mergers.
(ii) On March 6, 1998, the Company reached an agreement with Arthur
Andersen and Co. whereby Arthur Andersen and Co. was engaged to act as the
Company's auditors commencing with the Company's audit for the year ending
December 31, 1997;
(iii) The principal accountants' reports on the Company's financial
statements for either of the past two (2) years has not contained either an
adverse opinion or a disclaimer of opinion, nor was qualified or modified
as to uncertainty, audit scope, or accounting principles;
(iv) The change in accountants was approved by the Board of Directors
and the Shareholders 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 accountants on any matter of accounting
principle or practices, financial statement disclosure, or auditing scope
of procedure. (See Exhibits "1" and "2" - Former Accountants Letters).
<PAGE>
Item 304(a)(2)
On March 6, 1998, the Company reached its agreement with Arthur
Andersen & Co. Prior to the engagement agreement accepted March 6, 1998,
the Company had not received any auditing, accounting or financial opinions
from the successor accountants.
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 1 - Former Accountant (Clancey and Co.) Letter.
Exhibit 2 - Former Accountant (Janet Loss, C.P.A., P.C.) Letter filed with
8-K/A filed March 13, 1997 is incorporated herein by reference.
Exhibit 3 - Arthur Andersen & Co. Engagement Letter
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/Donald J. Stoecklein Dated: March 9, 1998
Donald J. Stoecklein, President
By:s/Debra K.Amigone Dated: March 9, 1998
Debra K. Amigone, Secretary
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CLANCY AND CO., P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
26TH PLACE
2601 E. THOMAS RD.
SUITE 110
PHOENIX, AZ 85016
(602) 266-2646 (ph)
(602) 224-9496 (fax)
___________________________________________________________________________
March 3, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Worldwide Golf Resources, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant
to Item 4 of the Form 8-K, as part of the Company's Form 8-K report for the
month of March, 1998. We aree with the statements concerning our Firm in
such Form 8-K.
Yours very truly,
s/Clancy and Co.
Clancy and Co., P.L.L.C.
<PAGE>
ARTHUR
ANDERSEN
December 30, 1997
____________________________
Arthur Andersen & Co.
Chartered Accountants
____________________________
500-330 St. Mary Avenue
Mr. Mac Shahsavar Winnipeg Manitoba R3C3Z5
Worldwide Golf Resources, Inc. 204-942-6541
251 Saulteaux Crescent 204-956-0830 Fax
Winnipeg, Manitoba
R3J3C7
Dear Mr. Shahsavar:
This will confirm our understanding of the arrangements made with you
covering the audit you wish us to perform of the consolidated balance sheet
of Worldwide Golf Resources, Inc. as at December 31, 1997, and the
consolidated statements of income, retained earnings, and changes in
financial position for the year then ending.
Upon completion of our audit, we will provide you with our auditors' report
on the financial statements referred to above, separately report any
significant weaknesses in internal control policies and procedures noted
during our audit, and bring to your attention any material errors, fraud
and other irregularities including illegal acts of which we become aware
during our audit.
Objective of the Engagement
We will perform our audit in accordance with generally accepted auditing
standards. Accordingly, we will examine, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assess
the accounting principles used and significant estimates made by
management, and evaluate the overall financial statement presentation.
As part of our audit, we will consider, solely for the purpose of
determining the nature, timing and extent of out audit procedures, the
Company's internal control policies and procedures. This consideration
will not be sufficient to enable us to render a separate opinion on the
effectiveness of internal control over financial reporting.
The objective of out audit is to obtain reasonable assurance about whether
the financial statements are free of material errors and fraud and other
irregularities. While effective internal control policies and procedures
reduce the likelihood that errors or irregularities (including
misappropriation of assets) may occur and remain undetected, they do not
eliminate that possibility. For that reason, and because we use selective
testing in our audit, we cannot guarantee that material errors, fraud and
other irregularities including illegal acts, if present, will be detected.
<PAGE>
ARTHUR
ANDERSEN
Mr. Mac Shahsavar
Page 2
December 30, 1997
The working papers prepared in conjunction with our audit are the property
of our firm, constitute confidential information and will be retained by us
in accordance with our firm's policies and procedures.
Management's Responsibilities and Representations
The financial statement referred to above are the responsibility of the
management of the Company. In this regard, management is responsible for
properly recording transactions in the accounting records and maintaining
internal control policies and procedures sufficient to permit the
preparation of reliable financial statements. Management is also
responsible for making available to us, upon request, all of the Company=s
original accounting records and related information, and Company personnel
to whom we may direct enquiries.
As required by generally accepted auditing standards, we will make specific
enquires of management and others about the representations embodied in the
financial statements and the effectiveness of internal control. Generally
accepted auditing standards also require that we obtain a representation
letter covering the financial statements from certain member of management.
The results of our audit tests, the responses to our enquires, and the
written representations comprise the evidence we intend to rely upon in
forming an opinion on the financial statements.
If you intend to publish or otherwise reproduce the financial statements
together with our report (or otherwise make reference to our firm) in a
document that contains other information, you agree to (a) provide us with
a draft of the document to read, and (b) obtain our approval for inclusion
of our report, before it is printed and distributed.
Other Services
Any additional services that you may request, and that we agree to provide,
will be subject of separate written arrangements.
Fees and Billing Arrangements
Our charges for the work referred to above will be based upon the
experience level of the individuals assigned, the time required to complete
the assignment, plus out-of-pocket expenses and GST. The total charges for
our work will depend largely on the state of the according records and the
extent of assistance we receive from you in areas such as account analysis,
gathering of documents and other clerical type work. Such assistance will
reduce the cost of our services as well as permit
<PAGE>
ARTHUR
ANDERSEN
Mr. Mac Shahsavar
Page 3
December 30, 1997
emphasis by our representatives on the more significant aspects of our
engagement. Billings are payable upon receipt. We reserve the right to
charge interest at a rate of 1.5% per month on any amounts outstanding
greater than 30 days. We will, of course, endeavor to keep our fee as low
as possible.
Acknowledgment
Please confirm your agreement with the above terms by signing a copy of
this letter in the space provided and returning it in the enclosed self-
addressed envelope.
We are pleased to have this opportunity to serve you and assure you that
this engagement will be given our close attention.
Yours very truly,
ARTHUR ANDERSEN & CO.
By: s/Jeff Charriere
ACCEPTED AND APPROVED THIS
6th DAY OF MARCH, 1998.
WORLDWIDE GOLF RESOURCES, INC.
By: s/Donald J. Stoecklein
President
