UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) February 7, 2000
PATAGONIA GOLD CORPORATION
(exact name of registrant as specified in its charter)
Florida 0-26531 65-0401897
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
1505 - 1060 ALBERNI STREET, V6E 4K2
VANCOUVER B.C. CANADA (postal code)
(Address of principal executive offices)
(Registrant's Telephone Number, Including the Area Code) (604) 687-4432
- --------------------------------------------------------------------------------
(Former name or former address, if changed from last report.)
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PATAGONIA GOLD CORPORATION
Item 1. Changes in Control of Registrant.
Not Applicable
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not applicable
Item 4. Changes in Registrant's Certifying Accountant.
1. Effective February 7, 2000, Patagonia Gold Corporation ("Patagonia")
dismissed its prior certifying accountants, BDO Dunwoody LLP ("BDO
Dunwoody") and retained as its new certifying accountants Moore
Stephens Ellis Foster Ltd. BDO Dunwoody's LLP report on Patagonia's
financial statements during the most recent fiscal year contained no
adverse opinion or a disclaimer of opinion, and was not qualified as
to uncertainty, audit scope or accounting principles. The decision to
change accountants was approved by Patagonia's Board of Directors.
During the last two fiscal years and the subsequent interim period
through February 7, 2000, there were no disagreements between
Patagonia and BDO Dunwoody LLP on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of
BDO Dunwoody LLP, would have caused it to make a reference to the
subject matter of disagreements in connection with its report.
None of the "reportable events" described in Item 304(a)(1)(iv)(A)
occurred with respect to Patagonia within the last fiscal year and
through February 7, 2000.
2. Effective February 7, 2000, the Company engaged Moore Stephens Ellis
Foster Ltd., as its principal accountants to audit the Company's
financial statements. During the Company's last two most recent fiscal
years and the subsequent interim period to date hereof, the Company
has not consulted Moore Stephens Ellis Foster Ltd, on items which (1)
concerned the application of accounting principles to a specified
transaction, either complete or proposed or (2) concerned the subject
matter of a disagreement or reportable event with BDO Dunwoody LLP.
3. The Company has requested BDO Dunwoody LLP to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether
BDO Dunwoody LLP agrees with the statements contained in the first
paragraph above. A copy of the letter from BDO Dunwoody LLP to the
Securities and Exchange Commission is filed as Exhibit 1 hereto.
Item 5. Other Events.
Not Applicable
Item 6. Resignation of Registrant's Directors.
Not Applicable
2
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Item 7. Financial Statements and Exhibits.
1. Letter from BDO Dunwoody LLP to the Securities and Exchange Commission
dated February 8, 2000.
2. Letter from BDO Dunwoody LLP to Patagonia Gold Corporation dated
February 8, 2000.
Item 8. Change in fiscal Year.
Not Applicable
Item 9. Sale of Equity Securities Pursuant to Regulation S.
Not Applicable
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 thereunto duly authorized.
PATAGONIA GOLD COPRORATION
Date: February 7, 2000 by: /s/ David Jenkins
------------------------
David Jenkins, President
Direct Line: (604) 443-4719
E-mail: [email protected]
08-006778
February 8, 2000
Securities and Exchange Commission
Washington, DC
20549
Dear Sirs:
We have read the information in the second paragraph of item 4(1) contained in
the Form 8-K dated February 7, 2000 of Patagonia Gold Corporation and agree with
the statements made therein.
Yours truly,
/s/ BDO Dunwoody LLP
Chartered Accountants
c.c. Mr. David Jenkins, President
Patagonia Gold Corporation
Direct Line: (604) 443-4719
E-mail: [email protected]
08-006778
February 8, 2000
David Jenkins
Patagonia Gold Corporation
1505 - 1060 Alberni Street
Vancouver, BC
V6E 4K2
Dear Mr. Jenkins:
This is to confirm that the client-auditor relationship between Patagonia Gold
Corporation (Commission file number 0-26531) and BDO Dunwoody LLP has ceased.
Yours truly,
/s/ BDO Dunwoody LLP
Chartered Accountants
c.c. Office of the Chief Accountant
SECPS letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, DC
20549
