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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): May 14, 1998
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What A World!, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-25002 59-3200879
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
P.O. Box 20125, Tampa, Florida 33716
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (813) 577-9366
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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.
(a) On May 11, 1998, What A World!, Inc. (the "Registrant")
dismissed Arthur Andersen LLP (the "Former Accountant") as the Registrant's
independent accountants. The Registrant's Board of Directors participated in
and approved the decision to change independent accountants.
The reports of the Former Accountant on the Registrant's financial
statements for the fiscal years ended February 3, 1996 and February 1, 1997
contained explanatory paragraphs as to uncertainty with respect to the
Registrant's ability to continue as a going concern. There were no
disagreements with the Former Accountant for the fiscal years ended February 3,
1996 and February 1, 1997 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 the Former Accountant,
would have caused them to make reference thereto in their reports on the
financial statements for such years. No events of the kind set forth in Item
304(a)(1)(iv)(B) of Regulation S-B occurred during the fiscal years ended
February 3, 1996 and February 1, 1997.
The Former Accountant has furnished the Registrant with a letter
addressed to the Securities and Exchange Commission stating that it agrees with
the above statements. A copy of this letter is included as an exhibit to this
Report on Form 8-K.
(b) The Registrant has engaged Kirkland, Russ, Murphy & Tapp
(the "New Accountant") as its new independent accountants, effective May 11,
1998. During the fiscal years ended February 3, 1996 and February 1, 1997 and
the interim periods subsequent to February 1, 1997, the Registrant did not (i)
consult with the New Accountant on the application of accounting principles to
any specified transaction, either completed or proposed, (ii) consult with the
New Accountant on the type of audit opinion that might be rendered on the
Registrant's financial statements, (iii) receive either written or oral advice
from the New Accountant that was an important factor in reaching a decision as
to an accounting, auditing or financial reporting issue or (iv) consult with
the New Accountant on any matter that was the subject of a disagreement or a
reportable event (each as described in Item 304(a)(1)(iv) of Regulation S-B).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(16) Letter dated May 14, 1998 from Arthur Andersen LLP
pursuant to Item 304(a)(3) of Regulation S-B.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
WHAT A WORLD!, INC.
(Registrant)
Dated: May 14, 1998 By: /s/ David F. Miller
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David F. Miller
President
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EXHIBIT 16
[ARTHUR ANDERSEN LETTERHEAD]
May 13, 1998
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4(a) included in the Form 8-K dated May 14, 1998 of What A
World!, Inc. to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
LJG/sec1
Copy to:
Mr. Brian Lappin, Vice President of Finance, What A World!, Inc.