-----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, P7KIuOEpoSXkAsakqqieeARt9H1pyb7HAdJcT2/oQ0E6SSlMsY226f6aA0nKcPZf RjL1VwScOEeCHTKFTC6xLA== 0001144204-05-000072.txt : 20050103 0001144204-05-000072.hdr.sgml : 20041231 20050103171608 ACCESSION NUMBER: 0001144204-05-000072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041228 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050103 DATE AS OF CHANGE: 20050103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WITS BASIN PRECIOUS MINERALS INC CENTRAL INDEX KEY: 0000912875 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841236619 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12401 FILM NUMBER: 05503273 BUSINESS ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: SUITE 2690 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612)664-0570 MAIL ADDRESS: STREET 1: 800 NICOLLET MALL STREET 2: SUITE 2690 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVE IQ TECHNOLOGIES INC DATE OF NAME CHANGE: 20010702 FORMER COMPANY: FORMER CONFORMED NAME: METEOR INDUSTRIES INC DATE OF NAME CHANGE: 19960313 8-K 1 v010678_8k.htm

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): December 28, 2004


WITS BASIN PRECIOUS MINERALS INC.
(Exact Name of Registrant as Specified in Charter)



Minnesota
(State or Other Jurisdiction
of Incorporation)
1-12401
(Commission
File Number)
84-1236619
(IRS Employer
Identification No.)


80 South 8th Street, Suite 900
Minneapolis, Minnesota
(Address of Principal Executive Offices)
55402
(Zip Code)


612.349.5277
(Registrant’s telephone number, including area code)



520 Marquette Avenue, Suite 900
Minneapolis, MN 55402
(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:

[   ] 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 Accountants.

(a) Previous independent registered public accountants:

On December 28, 2004 Virchow, Krause & Company, LLP (“VK”) resigned from its position as Wits Basin Precious Minerals Inc.’s (the “Registrant”) independent registered public accountant.

The audit reports of VK on the Registrant's financial statements for the years ended December 31, 2003 and 2002 did not contain any adverse opinion or disclaimer of opinion or qualification. VK did not, during the applicable periods, advise the Registrant of any of the enumerated items described in Item 304(a)(1) of Regulation S-B.
 
The Registrant and VK have not (through the date of this Report and in connection with the audits of the Registrant’s financial statements for the years ended December 31, 2003 and 2002) had any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to VK’s satisfaction, would have caused VK to make reference to the subject matter of the disagreement in connection with its reports.

During the period from January 1, 2004 to December 28, 2004, VK did not audit the registrant’s financial statements, but did review its quarterly reports for the three quarters of 2004.

During the fiscal years ended December 31, 2003 and 2002 and through December 28, 2004, none of the events specified in Item 304(a)(1)(iv)(B) of Regulation S-B have occurred.

The Registrant requested that VK furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter issued regarding this change is filed as Exhibit 16.1 to this current report on Form 8-K and is incorporated herein by reference.

(b) New independent accountants:
 
On January 3, 2005, the Registrant engaged Carver Moquist & O'Connor, LLC (“CMO”) to audit its financial statements for the year ended December 31, 2004. During the two most recent fiscal years and to January 3, 2005, the Registrant has not consulted with CMO 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 Registrant's financial statements, and no written report or oral advice was provided by CMO that was considered an important factor by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue or any matter that was the subject of a disagreement.
 
 
Item 8.01.   Other Items.

Effective January 3, 2005, the Registrant moved its Minneapolis corporate office to the IDS Center, Suite 900, 80 South 8th Street, Minneapolis, MN 55402. Telephone number remains (612) 349-5277; facsimile number is (612) 395-5276.

Item 9.01.   Financial Statements and Exhibits.

(c) Exhibits:

Exhibit
Description of Document
16.1
Letter from Virchow, Krause & Company, LLP




 
1
 

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     
  Wits Basin Precious Minerals Inc.
 
 		  
 		  
 
Date: January 3, 2005 By:   /s/ Mark D. Dacko
 
Mark D. Dacko
Chief Financial Officer
  Title 

 


 
2
 


EXHIBIT INDEX

Exhibit
Description of Document
16.1
Letter from Virchow, Krause & Company, LLP





 
3
 


 EX-16.1 2 v010678_ex16-1.htm

 
Exhibit 16.1 
 
 
January 3, 2005
 
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
 
Dear Sir or Madam,
 
 
We were principal accountants for Wits Basin Precious Minerals, Inc. and, under the date of January 30, 2004, (except as to note 16, as to which the date is February 11, 2004 and except to Notes 2, 3, 8, 12 and 14, as to which the date is September 15, 2004), we reported on the consolidated financial statement of Wits Basin Precious Minerals, Inc., as of and for the years ended December 31, 2003 and 2002. On December 28, 2004, we informed Wits Basin Precious Minerals, Inc. that we declined to stand for re-election and that the client-auditor relationship with Virchow, Krause & Company, LLP, ceased. We have read the statements of Wits Basin Precious Minerals, Inc. that are included in Item 4.01 of the Current Report on Form 8-K of Wits Basin Precious Minerals, Inc., dated January 3, 2005, to be filed with the Securities and Exchange Commission, and we are in agreement with the statements contained therein concerning our firm, except that we are not in a position to agree or disagree with the statements in Item 4.01(b).
 
 
Very truly yours,
 
 
/s/ VIRCHOW, KRAUSE & COMPANY, LLP
 

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