UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ____________________

                                   FORM 8-K

               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                          THE SECURITIES ACT OF 1934

        Date of Report (Date of earliest event reported):  June 7, 2004


                      LEGEND INTERNATIONAL HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)

                                   Delaware
                (State or other jurisdiction of incorporation)

                                   000-32551
                           (Commission File Number)

                                  23-3067904
                     (I.R.S. Employer Identification No.)

       2000 Hamilton Street, #520, Philadelphia, Pennsylvania 19130-3883
              (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code:  (215) 893-3662

                                      N/A
         (Former name or former address, if changed since last report)



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)(1)(i)  Legend International Holdings, Inc. (the "Registrant") received a
letter dated May 17, 2004 from Clyde Bailey, P.C. ("Clyde Bailey"), its
auditors, confirming that the client-auditor relationship between the
Registrant and Clyde Bailey had ceased.

(a)(1)(ii)  The report of Clyde Bailey on the Registrant's financial statements
for the fiscal year ended December 31, 2003 did not contain an adverse opinion
or disclaimer of opinion or qualification as to audit scope or accounting
principle.  The report was modified for a going concern issue.

(a)(1)(iii)  This change in accountants was not recommended or approved by the
Registrant's board of directors or an audit or similar committee.

(a)(1)(iv)  During the period of Clyde Bailey's engagement (February 3, 2004 -
May 17, 2004) there were no disagreements with on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of Clyde Bailey would have
caused Clyde Bailey to make reference to the matter in its report.

(a)(2)  On June 7, 2004 Child, Sullivan & Company, of Kaysville, UT, was
appointed as the Registrant's new certifying accountant.  During the
Registrant's most recent two fiscal years, and any subsequent interim period
prior to engaging Child, Sullivan & Company, the Registrant (or someone on its
behalf) did not consult Child, Sullivan & Company regarding (i) either: the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements; or (ii) any matter that was either the
subject of a disagreement as defined in paragraph 304(a)(1)(iv) under
Regulation S-B or a reportable event.

(a)(3)  The Registrant has provided Clyde Bailey with a copy of this Report on
Form 8-K and the exhibit hereto and has requested that Clyde Bailey furnish
the Registrant with a response letter addressed to the Securities and Exchange
Commission, pursuant to Item 304(a)(3) of Regulation S-B.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits.

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
<S>            <C>
Exhibit 16.0   Letter to Clyde Bailey
</TABLE>


<PAGE>
                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.


LEGEND INTERNATIONAL HOLDINGS, INC.


By: /s/ Michael Tay                                 Date: June 7, 2004
-----------------------------------
Name:  Michael Tay
Title:  Director, President and CEO

<PAGE>
                                                                   Exhibit 16.0


                      LEGEND INTERNATIONAL HOLDINGS, INC.



June 7, 2004

Clyde Bailey CPA
10924 Vance Jackson #404
San Antonio, TX 78230

Re: Form 8-K

Dear Mr. Bailey:

We have received your letter dated May 17, 2004 regarding the client-auditor
relationship between Legend International Holdings. Inc. and Clyde Bailey, P.C.
has ceased.  In this connection, we are required to file a Form 8-K with the
Securities and Exchange Commission, and to include a letter from your firm
agreeing with the contents of the Form 8-K or stating reasons you believe it
not to be accurate.

We are enclosing a copy of the Form 8-K which we intend to file with the
Securities and Exchange Commission.  We are requesting that you provide a
letter to accompany that filing as required by the regulations.

We would appreciate receiving your signed letter by fax as soon as possible.
Our fax number is (215) 893-3662.

Thank you for your cooperation.

Sincerely,

LEGEND INTERNATIONAL HOLDINGS, INC.


/s/ Michael Tay
-----------------------------------
Michael Tay
President
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UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                             ____________________

                                   FORM 8-K

               CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                          THE SECURITIES ACT OF 1934

        Date of Report (Date of earliest event reported):  June 7, 2004

                      LEGEND INTERNATIONAL HOLDINGS, INC.
            (Exact name of registrant as specified in its charter)

                                   Delaware
                (State or other jurisdiction of incorporation)

                                   000-32551
                           (Commission File Number)

                                  23-3067904
                     (I.R.S. Employer Identification No.)

       2000 Hamilton Street, #520, Philadelphia, Pennsylvania 19130-3883
              (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code:  (215) 893-3662

                                      N/A
         (Former name or former address, if changed since last report)

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)(1)(i)  Legend International Holdings, Inc. (the "Registrant") received a
letter dated May 17, 2004 from Clyde Bailey, P.C. ("Clyde Bailey"), its
auditors, confirming that the client-auditor relationship between the
Registrant and Clyde Bailey had ceased.

(a)(1)(ii)  The report of Clyde Bailey on the Registrant's financial statements
for the fiscal year ended December 31, 2003 did not contain an adverse opinion
or disclaimer of opinion or qualification as to audit scope or accounting
principle.  The report was modified for a going concern issue.

(a)(1)(iii)  This change in accountants was not recommended or approved by the
Registrant's board of directors or an audit or similar committee.

(a)(1)(iv)  During the period of Clyde Bailey's engagement (February 3, 2004 -
May 17, 2004) there were no disagreements with on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of Clyde Bailey would have
caused Clyde Bailey to make reference to the matter in its report.

(a)(2)  On June 7, 2004 Child, Sullivan & Company, of Kaysville, UT, was
appointed as the Registrant's new certifying accountant.  During the
Registrant's most recent two fiscal years, and any subsequent interim period
prior to engaging Child, Sullivan & Company, the Registrant (or someone on its
behalf) did not consult Child, Sullivan & Company regarding (i) either: the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Registrant's financial statements; or (ii) any matter that was either the
subject of a disagreement as defined in paragraph 304(a)(1)(iv) under
Regulation S-B or a reportable event.

(a)(3)  The Registrant has provided Clyde Bailey with a copy of this Report on
Form 8-K and the exhibit hereto and has requested that Clyde Bailey furnish
the Registrant with a response letter addressed to the Securities and Exchange
Commission, pursuant to Item 304(a)(3) of Regulation S-B.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits.
EXHIBIT NUMBER DESCRIPTION
Exhibit 16.0   Letter to Clyde Bailey
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.

LEGEND INTERNATIONAL HOLDINGS, INC.

By: /s/ Michael Tay                                 Date: June 7, 2004
-----------------------------------
Name:  Michael Tay
Title:  Director, President and CEO
Exhibit 16.0

                      LEGEND INTERNATIONAL HOLDINGS, INC.

June 7, 2004

Clyde Bailey CPA
10924 Vance Jackson #404
San Antonio, TX 78230

Re: Form 8-K

Dear Mr. Bailey:

We have received your letter dated May 17, 2004 regarding the client-auditor
relationship between Legend International Holdings. Inc. and Clyde Bailey, P.C.
has ceased.  In this connection, we are required to file a Form 8-K with the
Securities and Exchange Commission, and to include a letter from your firm
agreeing with the contents of the Form 8-K or stating reasons you believe it
not to be accurate.

We are enclosing a copy of the Form 8-K which we intend to file with the
Securities and Exchange Commission.  We are requesting that you provide a
letter to accompany that filing as required by the regulations.

We would appreciate receiving your signed letter by fax as soon as possible.
Our fax number is (215) 893-3662.

Thank you for your cooperation.

Sincerely,

LEGEND INTERNATIONAL HOLDINGS, INC.

/s/ Michael Tay
-----------------------------------
Michael Tay
President