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) JANUARY 20, 2004
WORLD INFORMATION TECHNOLOGY, INC.
(Exact name of Registrant as specified in charter)
Nevada 0-49795 80-0001653
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
7th Floor, Rockefeller Center
1230 Avenue of the Americas, New York, New York 10020
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(Address of principal executive offices) (zip code)
Issuer's telephone number: (212) 745-1382
Not Applicable
(Former name or former address, if changed, since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) SUMMARY OF CHANGE IN ACCOUNTANTS
By letter dated January 15, 2004, Beckstead and Watts, LLP ("Beckstead")
resigned as the Company's principal accountants. Following the resignation of
Beckstead on January 15, 2004, we appointed Rosenberg Rich Baker Berman &
Company, P.A. ("Rosenberg").
Rosenberg subsequently withdrew as the Company's principal auditing firm
effective February 9, 2004. On April 9, 2004, the Company retained L.L. Bradford
& Company, LLC ("L.L. Bradford") as independent auditors of the Company for the
period ending December 31, 2003.
(b) RESIGNATION OF BECKSTEAD AND WATTS, LLP
As stated above, by letter dated January 15, 2004, Beckstead resigned as the
Company's principal accountants.
Beckstead's work for calendar year 2003 was limited mostly to reviewing our
financial statements for the quarters ended March 31, 2003, June 30, 2003 and
September 30, 2003, and to issuing review reports (which do not constitute
opinions) to the Company with respect to such quarterly financial statements,
which reports were not included in the Form 10-QSB's filed for those periods.
(The quarterly financial statements were prepared by the Company, not
Beckstead.) In connection with reviewing such financial statements and issuing
such review reports, Beckstead performed Chinese to English translations and
monetary conversions from Taiwanese currency to United States currency. Prior to
their resignation, Beckstead had not audited any of the Company's financial
statements for calendar year 2003. As set forth in our Form 8-K/A reporting an
event of January 3, 2003, filed on March 17, 2003, Beckstead had audited and
issued a report on the financial statements of World Information Technology,
Inc., a Taiwan corporation and predecessor to the Company. That report contained
no adverse opinion or disclaimer of opinion, and was not modified as to
uncertainty, audit scope, or accounting principles.
In August 2003, Beckstead, with the Company's consent, was permitted to select
and retain an individual from Hong Kong competent in audit and review
procedures, and fluent in both Chinese and English, in order to perform
additional procedures in Taiwan on the Company's books and records that
Beckstead believed were warranted at the time. During that review process,
Beckstead identified what it considered to be certain significant accounting and
internal control issues. By letter dated September 4, 2003 to our chief
executive officer and our chief financial officer, Beckstead stated, in part:
"During the course of certain `discovery' procedures which we have
performed subsequent to the issuance of our audit report dated March
14, 2003, on the financial statements [of the Company's Taiwanese
predecessor] for the year ended December 31, 2002, we have become aware
of certain deficiencies in the internal control environment of World
Information Technology, Inc. (the "Company") which have developed
subsequent to our audit of the Company."
Beckstead's letter further identified the following deficiencies, which were
discovered subsequent to Beckstead's audit of the predecessor's December 31,
2002 financial statements:
1. Control of assets. The Company has transferred certain
accounts receivables to unknown third parties for "collection"
purposes. Beckstead has not been able to identify a contractual basis
for the transfer. By making the transfer, the Company has a perceived
loss in control of collections, identification of the validity of the
accounts receivable balance as of December 31, 2002, and the loss of
control over cash which belongs to the Company.
2. Management override. The Company has a perceived loss of
inherent management override of the Company assets by transferring the
accounts receivable out of the Company's control. Company management
loses the control to aggressively pursue collection of funds due the
Company by transferring its collection rights to an unknown third
party.
3. Management accountability. The Company has aggressively
prevented Beckstead access to certain individuals who have
decision-making authority over the Company books and records. We have
made repeatedly unsuccessful attempts to discuss certain "issues" with
Company management who should have direct knowledge and accountability
for the Company books and records.
4. Press releases. Beckstead has become aware of certain press
releases issued by the Company without privy to Beckstead which contain
claims made by the Company which have not been proven to Beckstead and
which Beckstead believes may be potentially misleading.
In response to that letter, management of the Company provided additional
documentation supporting their claims that the Company had taken steps necessary
to satisfy the issues addressed in Beckstead's September 4, 2003 letter.
Thereafter, Beckstead advised the Company that it considered these steps to be
satisfactory for the review of the Company's financial statements for the nine
months ended September 30, 2003.
The Company notes that none of Beckstead's review reports on the Company's
financial statements contained any adverse statement or disclaimer, nor was the
Company notified of any such matter at the times such reviews were completed by
Beckstead, and filed with the SEC.
By letter dated January 15, 2004, Beckstead resigned from its engagement as the
Company's auditors. Beckstead's resignation letter stated that the purposes of
its resignation were a result of the fact that it had not received a
satisfactory response to their letter to the Company dated September 4, 2003,
wherein it set forth the concerns outlined above. Beckstead's resignation letter
further stated that it had become aware of certain press releases that it
alleges were issued without obtaining Beckstead's prior review and that
Beckstead was concerned that such press releases "contained claims made by you
and the Company which, to date are unproven and potentially misleading."
In addition, by subsequent letter dated January 27, 2004, Beckstead further
advised us that it thereby "withdraw[s] [its] review report included in [the
Company's] financial statements for the quarter ended September 30, 2003,
because we are concerned with respect to their accuracy because of information
we have subsequently discovered."
The Board of Directors of the Company acknowledged the resignation of Beckstead
and resolved to proceed with an appointment of Rosenberg to act as the principal
accountants, with the engagement to include audit of the fiscal year ended
December 31, 2003.
Requirements of Item 304 of Regulation S-B
Specifically with respect to the matters required to be stated by Item 304(a) of
Regulation S-B (entitled "Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure"), the Company states the following:
(a)(1)(i) Beckstead resigned by letter dated January 15, 2004, which the Board
of Directors subsequently acknowledged.
(a)(1)(ii) Beckstead issued no reports on the Company's financial statements for
either of the past two years, or prior to that. Beckstead issued a report on
World Information Technology, Inc., a Taiwan corporation, for the year ended
December 31, 2002. The Taiwan corporation was a predecessor to the Company. That
report contained no adverse opinion or disclaimer of opinion, and was not
modified as to uncertainty, audit scope, or accounting principles.
(a)(1)(iii) The decision to change accountants resulted from Beckstead's
resignation and was acknowledged by the board of directors.
(a)(1)(iv)(A) As stated in their letter to the Company, Beckstead resigned
because it had not received satisfactory responses to their letter to the
Company dated September 4, 2003, and it was concerned about the accuracy and
completeness of certain press releases the Company had issued, all as described
in more detail above.
(a)(1)(iv)(B) As described above, Beckstead's letter to the Company stated that
Beckstead was concerned about the adequacy of the Company's internal controls,
that Beckstead had become aware of certain press releases that it alleges were
issued without obtaining their prior review, and that Beckstead was concerned
that such press releases contained claims made which are unproven and
potentially misleading.
(a)(1)(iv)(C) The subject matter of each disagreement is set forth above.
(a)(1)(iv)(D) Management discussed these matters with Beckstead in response to
its letter of September 4, 2003 (discussed above).
(a)(1)(iv)(E) The Company has authorized Beckstead to respond fully to the
inquiries of any successor accountant concerning the subject matter of each of
such disagreements and events.
(c) RETENTION AND RESIGNATION OF ROSENBERG RICH BAKER BERMAN & COMPANY, P.A.
On January 27, 2004, the Board of Directors of the Company engaged the firm of
Rosenberg Rich Baker Berman & Company, P.A., 380 Foothill Road, P.O Box 6483,
Bridgewater, New Jersey 18807, as independent auditors of the Company for the
period ending December 31, 2003.
During the two most recent fiscal years and through January 27, 2004, the
Company has not consulted with Rosenberg regarding either:
1. the application of accounting principles to any specified
transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements, and
neither a written report was provided to the Company nor oral advice
was provided that Rosenberg concluded was an important factor
considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or
2. any matter that was either subject of disagreement or
event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the
related instruction to Item 304 of Regulation S-B, or a reportable
event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation
S-B.
On February 9, 2004, Rosenberg withdrew as the Company's independent
auditors. During the period from January 27, 2004 through February 9, 2004,
Rosenberg did not perform any audit or accounting-related services to the
Company.
(d) RETENTION OF L.L. BRADFORD & COMPANY, LLC
On April 9, 2004, the Company engaged L.L. Bradford & Company, LLC, 3441 S.
Eastern Avenue, Las Vegas, NV 89109, as independent auditors of the Company for
the fiscal year ending December 31, 2003. The action to engage L.L. Bradford was
taken upon the unanimous approval of the Board of Directors of the Company.
During the two most recent fiscal years and through April 9, 2004, the Company
has not consulted with L.L. Bradford regarding either:
1. the application of accounting principles to any specified
transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements, and
neither a written report was provided to the Company nor oral advice
was provided that L.L. Bradford concluded was an important factor
considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or
2. any matter that was either subject of disagreement or
event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the
related instruction to Item 304 of Regulation S-B, or a reportable
event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation
S-B.
The Company has requested that both Beckstead and Rosenberg furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of such letters, dated April
20, 2004 and April 21, 2004, are filed as Exhibits 16.4 and 16.5 to this Form
8-K/A.
ITEM 7(c). EXHIBITS
Exhibit 16.1 Letter of resignation from Beckstead and Watts,
LLP, dated January 15, 2004.
Exhibit 16.2 Letter from Beckstead and Watts, LLP, dated September 4,
2003, raising questions regarding certain perceived
deficiencies in the Company's internal controls.
Exhibit 16.3 Letter from Beckstead and Watts, LLP, dated January 27,
2004, regarding the Company's Form 8-K, filed with the SEC on
February 4, 2004.
Exhibit 16.4 Letter from Beckstead and Watts, LLP, dated April 21,
2004, regarding their resignation as the Company's independent
auditors.
Exhibit 16.5 Letter from Rosenberg Rich Baker Berman & Company, P.A., dated
April 20, 2004, regarding their resignation as the Company's
independent auditors.
SIGNATURE
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.
WORLD INFORMATION TECHNOLOGY, INC.
By: /s/ Parsh Patel
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Parsh Patel
Chief Executive Officer
Date: April 22, 2004