SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Current Report on Form 8-K/A Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: April 8, 1998 Commission File: 0-9416
FRANKLIN CONSOLIDATED MINING, CO., INC.
(Exact Name of Registrant as specified in its charter)
Delaware 13-2879202
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
76 Beaver Street, New York, New York 10005
(Address of Principal Executive Offices)
Registrants Telephone Number
Including area code: (212) 344-2828
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Item 4. Changes in Registrants Certifying Accountant.
On February 23, 1998, the Company notified J.H. Cohn, LLP ("J.H. Cohn,
LLP") of its decision to dismiss the firm as its independent auditors and of
intention to retain Lazar Levine & Felix, LLP as its independent accountants for
year ended December 1997 The decision to dismiss J.H. Cohn, LLP was approved by
the Board of Directors of the Company.
During the two most recent fiscal years of the Company, none of the reports
of J.H. Cohn, LLP on the financial statements of the Company contained an
adverse opinion or a disclaimer of opinion or was qualified or modified as to
audit scope, or accounting principles; however, J.H. Cohn, LLP has qualified or
modified its reports on the financial statements of the Company as a going
concern. During the two most recent fiscal years and any subsequent interim
period preceding the dismissal of J.H. Cohn, LLP, there were no disagreements
between the Company and J.H. Cohn, LLP concerning accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which
would have caused J.H. Cohn, LLP to make a reference to the subject matter
thereof in its report had such disagreement not been resolved to the
satisfaction of J.H. Cohn, LLP.
For the two most recent fiscal years of the Company and any subsequent
interim period preceding the dismissal of J.H. Cohn, LLP, J.H. Cohn, LLP has not
advised the Company that (a) the internal controls necessary for the Company to
develop reliable financial statements do not exist, (b) information had come to
its attention that led it to no longer be able to rely on management's
representations, or has made it unwilling to be associated with any financial
statements which may have been prepared by management, (c) it should expand
significantly the scope of its audit or that information had come to its
attention that if further investigated may (i) materially impact the fairness or
reliability of either a previously issued audit report or the underlying
financial statements or the financial statements issued or to be issued covering
the fiscal period(s) subsequent to the date of the most recent financial
statements covered by the audit report (including information that may prevent
it from rendering an unqualified audit report on those financial statements), or
(ii) cause it to be unwilling to rely on management's representations or be
associated with management's representation or be associated with the Company's
financial statements and due to the dismissal of J.H. Cohn, LLP by the Company
or for any other reason, the scope of J.H. Cohn's audit was not expanded or
further investigation was not conducted, or (d) information had come to its
attention that it has concluded materially impacted the fairness or reliability
of either (i) a previously issued audit report or underlying financial
statements or (ii) the financial statements issued or to be issued covering the
fiscal
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period(s) subsequent to the date of the most recent financial statements covered
by the audit report ( including information that , unless resolved to J.H.
Cohn's satisfaction would prevent it from rendering an unqualified audit report
on those financial statements), and due to J.H. Cohn's dismissal, the issue has
not been resolved to J.H. Cohn's satisfaction prior to its dismissal.
On April 1, 1998 the Company retained Lazar Levine & Felix LLP as its
independent auditors.
Item 5. - Other Events
Resignation of Vice-President of Finance: On February 20, 1998, Robert J.
Levin resigned his position as Vice President of Finance effective on that date.
The Board of Directors of the Company accepted the resignation.
Item 7. Financial Statements and Exhibits
Financial Statements
None
Exhibits
Press Release dated February 20, 1998 submitted 3/17/98
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.
FRANKLIN CONSOLIDATED MINING CO., INC.
Dated: April 8, 1998 /s/ J. Terry Anderson, President
--------------------------------
J. Terry Anderson, President
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