SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K(A)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: February 2, 1998
LEESBURG LAND & MINING, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-12139 82-0379959 0000726166
(State or other (Commission (IRS Employer CIK Number
jurisdiction of File Number) Identification No.)
incorporation)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 303-422-8127
Not Applicable
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Accountants
Holben, Boak, Cooper & Co., formerly CPA's for the Company,
resigned as auditor in November, 1997 due to pending dissolution
of the firm. Gordon, Hughes & Banks, LLP, CPA's were engaged in
November 1997 as auditors for Company.
In connection with audits of two most recent fiscal years
and any interim period preceding resignation, no disagreements
exist with any former accountant on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreements if not resolved
to the satisfaction of the former accountant would have caused
him to make reference in connection with his report to the
subject matter of the disagreement(s).
The audit report by Holben, Boak, Cooper & Co. for the year
ended December 31, 1996, contained an opinion which included a
paragraph discussing uncertainties related to continuation of the
Registrant as a going concern. Otherwise, the audit report by
Holben, Boak, Cooper & Co. for the year ended December 1996 did
not contain an adverse opinion or a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope or
accounting principles.
The audit report by Holben, Boak, Cooper & Co. for the year
ended December 31, 1995, contained an opinion which included a
paragraph discussing uncertainties related to continuation of the
Registrant as a going concern. Otherwise, the audit report by
Holben, Boak, Cooper & Co. for the year ended December 1995 did
not contain an adverse opinion or a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to change accountants was approved by the Board
of Directors as the registrant has no audit committee.
Item 5. Other Events
Not Applicable.
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Item 6. Resignation of Directors
Not Applicable.
Item 7. Financial Statements Pro Forma Financial & Exhibits
Not Applicable.
Exhibits
Exhibit 24.1
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 thereunto duly authorized.
Date: February 2, 1998 LEESBURG LAND & MINING, INC.
by:/s/ Robert M. Beaton
Robert M. Beaton, President
<PAGE>
HOLBEN, BOAK, COOPER & CO.
Certified Public Accountants 1777 S. Harrison Street, Suite #1000
Professional Corporation Denver, Colorado 80210
(303) 759-2727 Fax (303) 759-2728
Exhibit 24.1
Securities and Exchange Commission
450 5th Avenue, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of form 8-K(A)
of Leesburg Land & Mining, Inc. dated February 2, 1998.
/s/ Holben, Boak, Cooper & Co.
Holben, Boak, Cooper & Co.
Denver, Colorado
February 2, 1998
