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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
dated January 2004
WORLD GAMING PLC
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(Exact Name as Specified in its Charter)
N/A
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(Translation of Registrant's Name)
47 Castle Street
Reading, England
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(Address of principal executive offices) (Zip code)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): Not applicable.
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EXPLANATORY NOTE: This Form 6-K is being filed to disclose a change in World
Gaming Plc's (the "Registrant") certifying independent accountant from Baker
Tilly to HJ & Associates LLC ("HJ&A").
At an Audit Committee meeting of October 29, 2003 the Registrant sought tenders
from no less than three accounting firms including Baker Tilly for continuing
services. As a result of this process, the Audit Committee at a meeting on
December 19, 2003 recommended that the Board of Directors engage HJ&A, a United
States auditing and accounting firm as the Registrant's principal independent
auditor for reporting purposes in the United States, with respect to the annual
financial statements for the year ended December 31, 2003 and thereafter. With
respect to the Registrant's United Kingdom reporting requirements, HJ&A will
meet these requirements through its international affiliate network. HJ &
Associates were principal auditors to the Registrant for three accounting
periods prior to the year ending December 31, 2002.
HJ & Associates was subsequently engaged by the Board of Directors effective
January 23, 2004 as the Registrant's principal independent auditor with respect
to the annual financial statements for the year ended December 31, 2003 and
thereafter.
As of January 23, 2004, the Registrant's auditor, Baker Tilly, resigned as its
principal independent auditor. Baker Tilly audited the Registrant's financial
statements for the financial year ended December 31, 2002.
The report of Baker Tilly on the Registrant's consolidated financial statements
during the financial year ended December 31, 2002 did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles, except as set forth in the
next paragraph.
Baker Tilly's report on the consolidated financial statements of the Registrant
at the year ended December 31, 2002 contained a separate paragraph stating:
"Fundamental uncertainty - Going concern
In forming our opinion, we have considered the adequacy of the disclosures made
on page 22 of the Financial Statements concerning the group's ability to resolve
its accumulated losses, negative working capital, deficit in shareholders' funds
and substantial litigation, all of which raise substantial doubt about its
ability to continue as a going concern. In view of the significance of this
uncertainty we consider that it should be drawn to your attention but our
opinion is not qualified in this respect."
The particular disclosure in the Financial Statements stated:
"THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN PREPARED USING
APPLICABLE ACCOUNTING PRINCIPLES RELATING TO GOING CONCERN WHICH CONTEMPLATES
THE REALISATION OF ASSETS AND LIQUIDATION OF LIABILITIES IN THE NORMAL COURSE OF
BUSINESS. HOWEVER, THE COMPANY HAS ACCUMULATED SIGNIFICANT LOSSES, HAS NEGATIVE
WORKING CAPITAL, A DEFICIT IN STOCKHOLDERS' EQUITY AND SUBSTANTIAL LITIGATION.
ALL OF THESE ITEMS RAISE SIGNIFICANT DOUBT ABOUT ITS ABILITY TO CONTINUE AS A
GOING CONCERN.
SUBSEQUENT TO BALANCE SHEET DATE THE GROUP HAS TAKEN SIGNIFICANT STEPS TO DEAL
WITH THESE CONCERNS AS FOLLOWS:
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o IT HAS IMPLEMENTED MEASURES TO GREATLY REDUCE OPERATING COSTS. AMONG
THESE MEASURES ARE EFFORTS TO ELIMINATE NON-VALUE ADDED EXPENSES
THROUGH THE CONSOLIDATION OF OPERATIONS AT ONE PRIMARY LOCATION AND A
SIGNIFICANT REDUCTION IN THE COMPANY'S WORK FORCE.
o IT IS NOW FOCUSSED PRIMARILY ON SUPPORTING ITS EXISTING CLIENT BASE
WITH IMPROVED SERVICES AND PRODUCT OFFERINGS CURRENTLY BEING DEVELOPED.
o FURTHER FINANCING HAS BEEN RECEIVED AND THE COMPANY MAY SEEK ADDITIONAL
FUNDING FOR APPROPRIATE NEW INVESTMENT PROJECTS.
THE MANAGEMENT ARE OF THE VIEW THAT SUFFICIENT RESOURCES AND APPROPRIATE
CONTROLS ARE NOW IN PLACE TO ALLOW THE BUSINESS STRATEGIES TO BE DEVELOPED WITH
A VIEW TO RETURNING THE GROUP TO PROFITABILITY AND THAT THERE IS A REASONABLE
EXPECTATION THAT THE GROUP WILL BE ABLE TO CONTINUE IN BUSINESS FOR THE
FORESEEABLE FUTURE."
During the year ended December 31, 2002, the Registrant and Baker Tilly did not
have any disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Baker Tilly would have
caused it to make reference in connection with its report on the Registrant's
financial statements to the subject matter of the disagreement.
During the year ended December 31, 2002 and the subsequent interim period in
which Baker Tilly provided services, Baker Tilly has not advised the Registrant
that:
(a) the internal controls necessary for Registrant to develop reliable
financial statements do not exist;
(b) information has come to its attention that has led it to no longer be
able to rely on management's representations, or that has made it
unwilling to be associated with the financial statements prepared by
Registrant's management;
(c) (1) the scope of its audit should be expanded significantly, or that
information has come to its attention that if further investigated may
(i) materially impact the fairness or reliability of either: a
previously issued audit report or the underlying financial statements;
or the financial statements issued or to be issued covering the
financial periods subsequent to the date of the most recent financial
statements covered by an audit report, or (ii) cause it to be unwilling
to rely on Registrant management's representations or be associated with
Registrant's financial statements; and (2) due to their resignation or
for any other reason, Baker Tilly did not so expand the scope of its
audit or conduct such further investigation; or
(d) (1) information has come to its attention that materially impacts the
fairness or reliability of either (i) a previously issued audit report
or the underlying financial statements, or (ii) the financial statements
issued or to be issued covering the financial periods subsequent to the
audit report issued for year ended December 31, 2002; and (2) due to the
resignation the issue has not been resolved to the auditor's
satisfaction prior to its resignation.
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Attached hereto as an exhibit to this Form 6-K is a copy of a letter from Baker
Tilly dated January 29, 2004 to the Securities and Exchange Commission relating
to the change of the certifying accounting firms by the Registrant. The letter
is incorporated herein by reference.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
WE MAKE CERTAIN FORWARD-LOOKING STATEMENTS IN THIS DOCUMENT WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 PROVIDES A SAFE HARBOUR FOR FORWARD-LOOKING STATEMENTS. TO
COMPLY WITH THE TERMS OF THE SAFE HARBOUR, WE NOTE THAT A VARIETY OF FACTORS
COULD CAUSE OUR ACTUAL RESULTS AND EXPERIENCE TO DIFFER SUBSTANTIALLY FROM THE
ANTICIPATED RESULTS OR OTHER EXPECTATIONS EXPRESSED IN OUR FORWARD-LOOKING
STATEMENTS. WHEN WORDS AND EXPRESSIONS SUCH AS: "BELIEVES," "EXPECTS,"
"ANTICIPATES," "ESTIMATES," "PLANS," "INTENDS," "OBJECTIVES," "GOALS," "AIMS,"
"PROJECTS," "FORECASTS," "POSSIBLE," "SEEKS," "MAY," "COULD," "SHOULD," "MIGHT,"
"LIKELY," "ENABLE" OR SIMILAR WORDS OR EXPRESSIONS ARE USED IN THIS DOCUMENT, AS
WELL AS STATEMENTS CONTAINING PHRASES SUCH AS "IN OUR VIEW," "THERE CAN BE NO
ASSURANCE," "ALTHOUGH NO ASSURANCE CAN BE GIVEN" OR "THERE IS NO WAY TO
ANTICIPATE WITH CERTAINTY," FORWARD-LOOKING STATEMENTS ARE BEING MADE. THESE
FORWARD-LOOKING STATEMENTS SPEAK AS OF THE DATE OF THIS DOCUMENT.
THE FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND
INVOLVE RISK AND UNCERTAINTIES. THESE RISKS AND UNCERTAINTIES MAY AFFECT THE
OPERATION, PERFORMANCE, DEVELOPMENT AND RESULTS OF OUR BUSINESS AND COULD CAUSE
FUTURE OUTCOMES TO DIFFER MATERIALLY FROM THOSE SET FORTH IN OUR FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS ARE BASED ON OUR CURRENT BELIEFS AS TO THE OUTCOME
AND TIMING OF FUTURE EVENTS, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED OR IMPLIED IN THE FORWARD LOOKING STATEMENTS. FURTHER, SOME
FORWARD-LOOKING STATEMENTS ARE BASED UPON ASSUMPTIONS OF FUTURE EVENTS WHICH MAY
NOT PROVE TO BE ACCURATE. THE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, THE RISKS AND UNCERTAINTIES
REFERRED TO IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION,
INCLUDING OUR MOST RECENT FORM 20-F.
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS AS A RESULT OF FUTURE DEVELOPMENTS, EVENTS AND CONDITIONS OUTSIDE OF
OUR CONTROL. NEW RISK FACTORS EMERGE FROM TIME TO TIME AND IT IS NOT POSSIBLE
FOR US TO PREDICT ALL SUCH RISK FACTORS, NOR CAN WE ASSESS THE IMPACT OF ALL
SUCH RISK FACTORS ON OUR BUSINESS OR THE EXTENT TO WHICH ANY FACTOR, OR
COMBINATION OF FACTORS, MAY CAUSE ACTUAL RESULTS TO DIFFER SIGNIFICANTLY FROM
THOSE FORECAST IN ANY FORWARD-LOOKING STATEMENTS. GIVEN THESE RISKS AND
UNCERTAINTIES, INVESTORS SHOULD NOT OVERLY RELY OR ATTACH UNDUE WEIGHT TO OUR
FORWARD-LOOKING STATEMENTS AS AN INDICATION OF OUR ACTUAL FUTURE RESULTS.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused the Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: January 29, 2004
WORLD GAMING PLC
By: /s/ A. Daniel Moran
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Name: Anthony Daniel Moran
Title: CEO
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EXHIBIT INDEX
Exhibit Description of Exhibit
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1 Letter, dated January 29, 2004, from Baker Tilly to the SEC
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EXHIBIT 1
Office of the Chief Accountant
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
United States of America
29 January 2004
Dear Sir or Madam:
We have read the information contained in the Form 6-K for the month of January,
2004, of World Gaming Plc (Commission File Number 0-32793) to be filed with the
Securities and Exchange Commission and to which this letter will be attached as
an exhibit, and are in agreement with the information contained therein, except
that we are not in a position to independently verify that the change was
ratified by the Audit Committee of World Gaming Plc on December 19, 2003.
Yours faithfully,
/s/ Baker Tilly
Baker Tilly