Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Resignation of Independent Registered Public Accounting Firm.
Worlds
Inc. (the “Company”) was informed by its independent registered public accounting firm, L&L CPAs, P.A. (“L&L”),
of its intent to resign for reason that it would not be able to comply with Section 10A of the Securities Exchange Act of 1934
and Section 203 of the Sarbanes-Oxley Act of 2002 which prohibit a registered public accounting firm from providing audit services
to an issuer if the audit partner having primary responsibility for the audit, or the audit partner responsible for reviewing
the audit, has performed audit services for that issuer in each of the five previous fiscal years of that issuer. Consequently,
on December 12, 2018, L&L resigned as the Company’s independent registered public accounting firm.
The
audit reports of L&L on the consolidated financial statements of the Company as of December 31, 2017 and 2016, and for the
years then ended, did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as
to uncertainty, audit scope or accounting principles.
During
the Company’s two most recent fiscal years ended December 31, 2017 and 2016, and during the subsequent interim period from
January 1, 2018 through November 29, 2018, (i) there were no disagreements with L&L on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to L&L’s satisfaction,
would have caused L&L to make reference to the subject matter of the disagreement in their reports on the Company’s
financial statements for such years, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company provided L&L with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission
(the “SEC”). A copy of L&L’s letter dated December 12, 2018 to the SEC, stating it agrees with the statements
made in this report, is filed as Exhibit 16.1 to this report.
(b)
Engagement of New Independent Registered Public Accounting Firm.
On
December 12, 2018, the Audit Committee of the Company’s Board of Directors engaged M&K CPAs, PLLC (“M&K”)
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
During
the two most recent fiscal years ended December 31, 2017 and 2016, and during the subsequent interim period from January 1, 2018
through December 5, 2018, neither the Company nor anyone on its behalf consulted M&K 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 Company’s financial statements, and neither a written report nor oral advice was provided to the Company
that M&K concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable
event,” each as defined in Regulation S-K Item 304(a)(1)(v), respectively.
