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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) DECEMBER 24, 1998
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WORLDWATER CORP.
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(Exact Name of Registrant as specified in charter)
Nevada 0-16936 33-0123045
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
Pennington Business Park, 55 Rt. 31 South, Pennington, NJ 08534
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 609-818-0700
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N/A
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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 Accountant
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(a) Previous independent accountants
(i) On December 18, 1998, WorldWater Corp. dismissed Withum, Smith & Brown as
its independent accountants.
(i) The reports of Withum, Smith & Brown on the financial statements for the
past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified but were modified for a going concern
uncertainty.
(ii) The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(iii) In connection with its audits for the two most recent fiscal years and
through December 18, 1998, there have been no disagreements with Withum,
Smith & Brown on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Withum, Smith &
Brown would have caused them to make reference thereto in their report
on the financial statements for such years.
(iv) During the two most recent fiscal years and through December 18, 1998,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(v) The Registrant has requested that Withum, Smith & Brown furnish it with
a letter addressed to the SEC stating whether or not it agrees with the
above statements. As of the date, a copy of such letter has not been
received.
(vi) The Registrant engaged DeAngelis & Higgins, LLC as its new independent
accountants as of December 18, 1998. During the two most recent fiscal
years and through December 18, 1998, the Registrant has not consulted
with DeAngelis & Higgins, LLC regarding either (i) the application of
accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on the
Registrant's financial statements, (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K, and the related instructions as to Items 304 of
Regulation S-K, or a reportable event, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WorldWater Corp.
By: QUENTIN T. KELLY
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Quentin T. Kelly
Chairman and CEO
Date: December 18, 1998
