FISCHER WATT GOLD CO INC
8-K, 1999-02-11
GOLD AND SILVER ORES
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                                  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 Exchange Act of 1934


Date of Report (Date of earliest event reported)  February 4, 1999
                                                  ----------------

                         FISCHER-WATT GOLD COMPANY, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

         NEVADA                        0-17386                  88-0227654
 -------------------------------------------------------------------------------
(State or other jurisdiction        (Commission             (IRS Employer
 of incorporation)                   File Number)            Identification No.)

1621 North Third Street, #1000, Coeur d'Alene, Idaho                83814
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code (208) 664-6757
- --------------------------------------------------------------------------------





<PAGE>


Item 4.   Changes in Registrant's Certifying Accountant.

     (a) By letter  dated  February  1,  1999,  which  letter  was  received  by
Fischer-Watt Gold Company,  Inc. on February 4, 1999, BDO Seidman,  LLP notified
Fischer-Watt  Gold  Company,   Inc.  that  it  had  resigned  as  the  principal
independent   accountant  for  Fischer-Watt   Gold  Company,   Inc.,   effective
immediately.

     The report of BDO Seidman,  LLP on the financial statements of Fischer-Watt
Gold Company, Inc. for the fiscal year ended January 31, 1997 was modified as to
uncertainty about the ability of Fischer-Watt Gold Company,  Inc. to continue as
a going  concern.  None of the  reports  of BDO  Seidman,  LLP on the  financial
statements of Fischer-Watt Gold Company, Inc. for the fiscal years ended January
31, 1997 or 1996  contained any other adverse  opinion or disclaimer of opinion,
or modification as to uncertainty, audit scope, or accounting principles.

     Neither  the board of  directors  nor the audit  committee  of the board of
directors of  Fischer-Watt  Gold  Company,  Inc. has  recommended  or approved a
change in accountants.

     There have been no disagreements  with BDO Seidman,  LLP within the meaning
of  Instruction  4 of Regulation  S-K on any matter of accounting  principles or
practices,  financial  statement  disclosure,  or auditing scope or procedure in
connection  with the audits of the financial  statements for  Fischer-Watt  Gold
Company,  Inc. for the fiscal  years ended  January 31, 1997 and 1996 or for any
subsequent interim period.

     As required by Item 304(a)(3) of Regulation S-B, Fischer-Watt Gold Company,
Inc. provided BDO Seidman,  LLP with a copy of the disclosure  contained in this
Item 4 and requested that BDO Seidman, LLP furnish a letter addressed to the SEC
stating  whether it agrees with the above  statements  and, if not,  stating the
respects in which BDO Seidman, LLP does not agree. Such letter from BDO Seidman,
LLP, dated February 8, 1999, is filed as Exhibit 1 to this Form 8-K.

Item 7.   Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit   Item 601
No.       Category       Exhibit
- --------  --------       -------

1           16           Letter of BDO  Seidman,  LLP,  dated  February 8, 1999,
                         pursuant to Item 304(a)(3) of Regulation S-B.







                                       2
<PAGE>


                                   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 hereunto duly authorized.


                                  Fischer-Watt Gold Company, Inc.

Dated:   February 11, 1999        By: /s/   George Beattie
                                      ------------------------------------------
                                      George Beattie, President, Chief Executive
                                      Officer (Principal Executive Officer),
                                      Chairman of the Board and Director




























                                       3

BDO Seidman                         900 Seafirst Financial Center
Accountants and Consultants         601 West Riverside Avenue
                                    Spokane, Washington 99201-0611
                                    Telephone: (509) 747-8095
                                    Fax: (509) 747-0415



February 8, 1999




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have been furnished with a copy of the response to Item 4 of Form 8-K for the
event that  occurred  on  February  4, 1999,  to be filed by our former  client,
Fischer-Watt Gold Company, Inc. We agree with the statements made in response to
that Item insofar as they relate to our Firm.

Very truly yours,

/s/ BDO Seidman, LLP




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