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_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: February 16, 1999
METALINE MINING & LEASING COMPANY
______________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Washington
______________________________________________
(State or Other Jurisdiction of Incorporation)
001-01428 91-0684860
________________________ ____________________________________
(Commission File Number) (IRS Employer Identification Number)
601 W. Main, Suite 714
Spokane, Washington 99201-0677
________________________________________ __________
(Address of Principal Executive Offices) (Zip Code)
(509) 455-9077
_______________________________________________
(Registrant's Phone Number, Including Area Code)
_____________________________________________________________________________
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ITEM 4. Changes in Registrant's Certifying Accountants.
(a)
On February 16, 1999, the Registrant was notified by its principal
independent accountant Robert Moe & Associates, P.S. that it will not be
able to audit the Registrant's financial statements for the year ending
December 31, 1998.
The principal accountant's report on the financial statements for either
of the past two years has contained no adverse opinion or disclaimer of
opinion, nor was modified as to uncertainty, audit scope, or accounting
principles.
The decision to change accountants was not recommended or approved by
the board of directors or an audit or similar committee of the board of
directors.
There were no disagreements with the former account on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the former
accountants satisfaction, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report.
The reason stated by the accountant for its decision to resign was a
decision to discontinue audits and auditing related services. A copy of
the accountant's letter of resignation to the Registrant and its letter to
the Commission are attached hereto as exhibits.
The Registrant has complied with the requirements of Item 304(a)(3) of
Regulation SB with regard to providing the former accountant with a copy of
the disclosure it is making in response to this Item and has requested the
former accountant to furnish a letter addressed to the Commission stating
whether it agrees with the statements made by the Issuer and, if not,
stating the respects in which it does not agree.
(b)
No new independent accountant has been engaged as the principal accountant
to audit the Registrant's financial statements.
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.
METALINE MINING AND LEASING COMPANY
/s/ Gregory B. Lipsker
Date: February 19, 1999 By: _________________________
Gregory B. Lipsker, President
Exhibit 1. Letters from Accountants
(letterhead)
February 16, 1999
Metaline Mining & Leasing, Co.
C/O Eunice Campbell
301 Chestnut, Suite 6
Spokane, WA 99204-0982
The cost of insurance, liability exposure, and other related costs
have increased substantially. Accordingly, we have reassigned duties
and reassessed our accounting practice. We have decided to discontinue
audits and auditing related services. Our practice will consist of
management consulting, litigation support, business evaluations, tax
preparations and planning, computerized accounting, and miscellaneous
related services.
This is to inform you that we will not be able to audit your financial
statements for the year ending December 31, 1998. We will make our
files available to whomever you retain and try to make the transfer
expedient and efficient.
If you have any questions, please let me know.
Sincerely,
ROBERT MOE & ASSOCIATES, P.S.
Robert E. Moe
REM:sp
cc:Greg Lipsker
<PAGE>
<letterhead>
February 16, 1999
Securities and Exchange Commission
Washington, D.C. 200549
We notified Metaline Mining & Leasing, Inc. on February 15, 1999 that they
would need to change auditors, and as part of our professional obligation
we make the following statements.
1) We are not aware of any information or facts that would impair the
integrity of management of Metaline Mining & Leasing, Inc.
2) We have no disagreements with management as to:
a) Accounting principles
b) Auditing procedures
c) Other similarly significant matters
3) The reason for the change of auditors is that our firm has had a
reduction and reassignment in staff.
4) We are not aware of any reason why a new auditor should not accept
the engagement.
If you have any questions, please let me know.
Sincerely,
ROBERT MOE & ASSOCIATES, P.S.
Robert E. Moe
REM:sp
cc: Mr. Greg Lipsker
