SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 4, 2003
Avatech Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-31265 84-1035353
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
11403 Cronhill Drive, Suite A, Owings Mills, Maryland 21117
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (410) 902-6900
Item 4. Changes in Registrant's Certifying Accountant.
PlanetCAD, Inc. (PlanetCAD) was the legal acquirer of Avatech Solutions, Inc.
(Avatech) which acquisition was consummated November 19, 2002. Avatech was
considered the accounting acquirer. On January 30, 2003 Avatech notified KPMG
LLP that it had been dismissed. KPMG LLP's report on the financial statements of
PlanetCAD for the past two years did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. The decision to change accountants was approved
by Avatech's board of directors. There were no disagreements between PlanetCAD
and KPMG LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope. We have authorized KPMG LLP to respond
fully to the inquiries of the successor accountant concerning the subject matter
of any disagreements. There were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
Ernst & Young LLP was engaged on May 28, 2002 to audit the financial statements
of Avatech as of and for the year ended June 30, 2002. Ernst & Young LLP will
continue as the auditor subsequent to the acquisition consummated November 19,
2002. Ernst & Young LLP was not consulted on the application of accounting
principles to a specified transaction, either completed or proposed or the type
of audit opinion that might be rendered on our financial statements.
Additionally, there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
99.1 Letter to Commission from KPMG LLP
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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.
Avatech Solutions, Inc.
By:___________________________________
Gary Rever, Chief Financial Officer
Date: March 4, 2003
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EXHIBIT 99.1
[KPMG LOGO]
707 Seventeenth Street
Suite 2700
Denver, CO 80202
March 4, 2003
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Avatech Solutions, Inc. (formerly
PlanetCAD, Inc.) and under the date of March 8, 2002, we reported on the
consolidated financial statements of PlanetCAD, Inc. as of and for the years
ended December 31, 2001 and 2000. On January 30, 2003, we were notified that
Avatech Solutions, Inc., formerly PlanetCAD, Inc., had terminated our
appointment as principal accountants. We have read Avatech Solutions, Inc.'s
statements included under Item 4 of its Form 8-K dated March 4, 2003, and we
agree with such statements, except that we are not in a position to agree or
disagree with Avatech Solutions, Inc.'s statement that the decision to change
accountants was approved by the Board of Directors and we are not in a position
to agree or disagree with Avatech Solutions, Inc.'s statement that Ernst & Young
LLP was not consulted on the application of accounting principles to a specified
transaction, either completed or proposed or the type of audit opinion that
might be rendered on PlanetCAD, Inc.'s consolidated financial statements.
Very truly Yours truly,
/s/
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KPMG LLP