SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Current Report on Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 17, 1998 Commission File: 0-9416 FRANKLIN CONSOLIDATED MINING, CO., INC. (Exact Name of Registrant as specified in its charter) Delaware 13-2879202 (State or other Jurisdiction of (IRS Employer Identification No.) Incorporation or Organization) 76 Beaver Street, New York, New York 10005 (Address of Principal Executive Offices) Registrants Telephone Number Including area code: (212) 344-2828 Item 4. Changes in Registrants Certifying Accountant. On February 23, 1998, the Company notified J.H. Cohn, LLP ("J.H. Cohn") of its decision to dismiss the firm as its independent auditors. The decision to dismiss J.H. Cohn was approved by the Board of Directors of the Company. Item 5. - Other Events Resignation of Vice-President of Finance: On February 20, 1998, Robert J. Levin resigned his position as Vice President of Finance effective on that date. The Board of Directors of the Company accepted the resignation. Item 7. Financial Statements and Exhibits Financial Statements None Exhibits Press Release dated February 20, 1998 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. FRANKLIN CONSOLIDATED MINING CO., INC. Dated: March 17, 1998 /s/ J. TERRY ANDERSON, PRESIDENT ------------------------------------ J. Terry Anderson, President