NORTH LILY MINING CO
8-K, 1997-04-01
METAL MINING
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                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.



                                    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 27, 1997

                            NORTH LILY MINING COMPANY
             (Exact name of registrant as specified in its charter)

      UTAH                         0-16740                        87-01593350
(State or other               (Commission File                (IRS Employer
jurisdiction of                    Number)                   Identification No.)
 incorporation)

              1800 GLENARM PLACE, SUITE 210, DENVER, COLORADO 80202
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 294-0428

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)












                                                                              
Exhibit index on consecutive page 2                            Page 1 of 4 pages

<PAGE>




ITEM 1.           CHANGES IN CONTROL OF REGISTRANT.

                  Not Applicable

ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.

                  Not Applicable

ITEM 3.           BANKRUPTCY OR RECEIVERSHIP.

                  Not Applicable

ITEM 4.           CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

                  On March 27, 1997, the registrant engaged Wheeler Wasoff, P.C.
                  to audit its  financial  statements  for the fiscal year ended
                  December 31,  1996.  During the  registrant's  two most recent
                  fiscal years and the subsequent  interim period  preceding the
                  engagement of this firm,  the  registrant did not consult this
                  firm regarding any of the matters identified in Item 304(a)(2)
                  of Regulation S-K.

                  Coopers & Lybrand L.L.P.  audited the  registrant's  financial
                  statements  for each of the years ended  December 31, 1994 and
                  1995.  The report on such  financial  statements  contained an
                  explanatory  paragraph  regarding the registrant's  ability to
                  continue as a going concern.  The decision to change  auditors
                  was   approved   by  the  board  of   directors.   During  the
                  registrant's  two most recent fiscal years and the  subsequent
                  period preceding the engagement of Wheeler Wasoff, P.C., there
                  were no  disagreements  with Coopers & Lybrand  L.L.P.  on any
                  matter  of  accounting  principles  or  practices,   financial
                  statement  disclosure,  or auditing scope or procedure,  which
                  disagreements,  if not  resolved to the  satisfaction  of that
                  firm,  would have caused it to make  reference  to the subject
                  matter of the disagreements in connection with its report.

ITEM 5.           OTHER EVENTS.

                  Not Applicable

ITEM 6.           RESIGNATIONS OF REGISTRANT'S DIRECTORS.

                  Not Applicable

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (a)      Financial statements of businesses acquired:  

                           Not applicable

                  (b)      Pro forma financial information:  Not applicable


                                                               Page 2 of 4 pages

<PAGE>

<TABLE>

                  (c)      Exhibits:

<CAPTION>
                  REGULATION                                                                            CONSECUTIVE
                  S-K NUMBER                DOCUMENT                                                    PAGE NUMBER
                       <S>                  <C>                                                           <C>
                       16.1                 Letter from Coopers & Lybrand, L.L.P.                         4

</TABLE>

ITEM 8.           CHANGE IN FISCAL YEAR.

                  Not Applicable

ITEM 9.           SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

                  Not applicable.


                                   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.

                                   NORTH LILY MINING COMPANY



Date: March 31, 1997               By:/s/Stephen E. Flechner
                                          Stephen E. Flechner
                                          President

14:03-27-97.8-k

                                                               Page 3 of 4 pages

<PAGE>




                      [Coopers & Lybrand L.L.P. Letterhead]



                                           March 31, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read the statements  made by North Lily Mining  Company,  copy attached,
which we  understand  will be filed with the  Commission,  pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report for the month of March, 1997.
We agree with the statements concerning our Firm in such Form 8-K.


                                           Very truly yours,

                                                /s/Coopers & Lybrand L.L.P.

                                           Coopers  & Lybrand L.L.P.




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