-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LciKI8iB9EPBYWuWer82SEirWVORKB+ooRjdKJIOj/Mr4aFcdRQEoJk8IL0PQ1iB FgyOFHuxkXQerP7cjGrWuA== 0001144204-04-021282.txt : 20041208 0001144204-04-021282.hdr.sgml : 20041208 20041208131541 ACCESSION NUMBER: 0001144204-04-021282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041202 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20041208 DATE AS OF CHANGE: 20041208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN GOLDFIELDS INC CENTRAL INDEX KEY: 0001208038 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 383661016 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50894 FILM NUMBER: 041190332 BUSINESS ADDRESS: STREET 1: 1519 MAIN STREET STE 169 CITY: HILTON HEAD STATE: SC ZIP: 29926 BUSINESS PHONE: 8436822023 MAIL ADDRESS: STREET 1: 1519 MAIN STREET STE 169 CITY: HILTON HEAD STATE: SC ZIP: 29926 8-K 1 v09702_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) DECEMBER 2, 2004 ------------------------------ WESTERN GOLDFIELDS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) IDAHO - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-50894 38-3661016 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 961 MATLEY LANE, SUITE 120 RENO, NEVADA 89502 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (775) 337-9433 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) On December 2, 2004, Western Goldfields, Inc. and Williams & Webster, P.S. agreed that Williams & Webster, P.S. would not be continuing as the registrant's independent accountant as of December 2, 2004. The reports of Williams & Webster, P.S. on the registrant's financial statements for the past two fiscal years contained neither an adverse opinion nor a disclaimer of opinion and were not modified as to uncertainty, audit scope or accounting principles. However, for the year ended December 31, 2002, Williams & Webster, P.S. included a going concern qualification in the registrant's audited financial statements. The decision not to continue the independent accountant relationship was approved by the audit committee of the registrant's board of directors. During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Williams & Webster, P.S., whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Williams & Webster, P.S.'s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements. The registrant has requested that Williams & Webster, P.S. furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K. (b) On December 3, 2004, the registrant engaged HJ & Associates, L.L.C. as its independent accountant. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted HJ & Associates, L.L.C. regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B. ITEM 7.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. a) Not Applicable. b) Not Applicable. c) Exhibits No. Exhibits --- -------- 16.1 Letter from Williams & Webster, P.S., dated December 7, 2004, to the Securities and Exchange Commission regarding statements included in this Form 8-K 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. Date: December 8, 2004 Western Goldfields, Inc. By: /s/ Mark C. Shonnard ------------------------------ Name: Mark C. Shonnard Title: CFO, Treasurer and Secretary EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 16.1 Letter from Williams & Webster, P.S., dated December 7, 2004, to the Securities and Exchange Commission regarding statements included in this Form 8-K EX-16.1 2 v09702_ex16-1.txt EXHIBIT 16.1 WILLIAMS & WEBSTER, P.S. CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS CONSULTANTS December 7, 2004 Securities and Exchange Commission 450 Fifth Street SW Washington, DC 20549 Re: Western Goldfields, Inc. Commission File Number 0-50894 Dear Sirs: We are in agreement with the statements made by the above registrant its Form 8-K dated December 2, 2004. Our independent auditor's report on the financial statements of Western Goldfields, Inc. for the period ended December 31, 2003 contained no adverse opinion or disclaimer of opinion, nor was it modified as to audit scope, accounting principles, or uncertainties. There were no disagreements with Western Goldfields, Inc. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Sincerely, /s/ Williams & Webster, P.S. --------------------------------------- Williams & Webster, P.S. Certified Public Accountants Spokane, Washington -----END PRIVACY-ENHANCED MESSAGE-----