SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K




                                 CURRENT REPORT



                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



Date of Report: November 12, 1997


                          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.)




<PAGE>



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.

     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.

Item 6. Resignation of Directors
--------------------------------

     Not Applicable.

Item 7. Financial Statements Pro Forma Financial & Exhibits
-----------------------------------------------------------

     Not Applicable.




<PAGE>



Exhibits

     None.

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: November 12, 1997                     LEESBURG LAND & MINING, INC.


                                            By:/s/ Robert M. Beaton
                                               ---------------------------------
                                               Robert M. Beaton, President





<PAGE>


HOLBEN, BOAK, COOPER & CO.
--------------------------------------------------------------------------------
Certified Public Accountants                1720 S. Bellaire Street, Suite 500
Professional Corporation                    Denver, Colorado 80222
                                            (303)759-2727 Fax (303)759-2728




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 of Leesburg
Land & Mining, Inc. dated November 12, 1997.



                                           /s/Holben, Boak, Cooper & Co.
                                           -------------------------------------
                                           Holben, Boak, Cooper & Co.



Denver, CO
November 12, 1997
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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 Exchange Act of 1934

Date of Report: November 12, 1997

                          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.)
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.

     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.

Item 6. Resignation of Directors
--------------------------------

     Not Applicable.

Item 7. Financial Statements Pro Forma Financial & Exhibits
-----------------------------------------------------------

     Not Applicable.
Exhibits

     None.

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: November 12, 1997                     LEESBURG LAND & MINING, INC.

                                            By:/s/ Robert M. Beaton
                                               ---------------------------------
                                               Robert M. Beaton, President
HOLBEN, BOAK, COOPER & CO.
--------------------------------------------------------------------------------
Certified Public Accountants                1720 S. Bellaire Street, Suite 500
Professional Corporation                    Denver, Colorado 80222
                                            (303)759-2727 Fax (303)759-2728

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 of Leesburg
Land & Mining, Inc. dated November 12, 1997.

                                           /s/Holben, Boak, Cooper & Co.
                                           -------------------------------------
                                           Holben, Boak, Cooper & Co.

Denver, CO
November 12, 1997