UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(d) OFof the Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): February 18, 2013

~~Date~~POWDER ofRIVER ~~Report~~COAL CORP. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~December~~in ~~17,~~its ~~2012~~charter)

POWDER RIVER COAL CORP.



FL	000-54257	27-3079741
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

(Exact name of Company as specified in its charter)


123 W. 1^st Street, Suite 675, Casper, Wyoming		82601
(address of principal executive offices)		(zip code)

Florida	000-54257	27-3079741
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	123 W. 1st Street, Suite 675 Casper, WY 82601
	(Address of principal executive offices)
	Phone: (307) 459-0571
	(Company’s Telephone Number)

307-459-0571

(registrant’s telephone number, including area code)

~~Check~~Not ~~the~~Applicable ~~appropriate~~(former ~~box~~name ~~below~~or ifformer ~~the~~address, ~~Form~~if ~~8-K~~changed ~~filing~~since islast ~~intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:~~report)

~~[ ]~~Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425)~~2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~[ ]~~FORWARD ~~Pre-commencement~~LOOKING ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~STATEMENTS

~~[ ]~~ITEM ~~Pre-commencement communications pursuant to Rule 13e-~~4~~(c)~~.01. ~~under~~Changes ~~the~~in ~~Exchange~~Registrant’s ~~Act~~Certifying ~~(17 CFR 240.13e-4(c))~~Accountant

~~Section~~(1) 8Previous –Independent ~~Other Events~~Auditors:

~~Item 8~~a.~~01 Other Events.~~

On ~~December~~February 1718, ~~2012~~2013, ~~Powder~~the ~~River~~Company ~~Coal~~was ~~Corp.~~informed ~~(the~~that ~~“Company”)~~our ~~closed~~registered aindependent ~~private~~public ~~placement~~accountant, ofPeter ~~300~~Messineo,~~000~~ ~~units~~CPA, ~~(the~~of Palm Harbor Florida (“~~Units~~PM”) atdeclined ato ~~price~~stand offor ~~US $0~~re-appointment.25 PM ~~per~~has ~~Unit~~merged ~~(such~~his ~~subscription~~firm ~~and~~into ~~agreement to purchase being~~ the ~~“Subscription”)~~registered ~~for~~firm ~~the~~of ~~total~~Drake ~~purchase~~and ~~price~~Klein ofCPAs ~~US $75~~PA,~~000~~ ~~(the~~as ~~‘Subscription~~stated ~~Proceeds”~~in (2) below.

~~Each Unit will consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (a “Warrant”) that is subject to adjustment~~b. One Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), as presently constituted, for a period of three (3) years commencing from the closing date, at a price per Warrant Share of US $1.25 per Warrant Share.

~~The~~PM's ~~common~~report ~~shares~~on ~~were~~the ~~offered~~financial bystatements for the ~~Company~~years ~~pursuant~~ended toDecember an31, ~~exemption~~2011 ~~from~~and ~~registration~~2010, ~~under~~and ~~Regulation~~for Sthe ofperiod ~~the~~July ~~Securities~~5, ~~Act~~2011 (date of ~~1933~~exploration stage) through December 31, 2011 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as ~~amended.~~to ~~The~~audit ~~private~~scope ~~placement~~or accounting, except that the report contained an explanatory paragraph stating that there was ~~fully~~substantial ~~subscribed~~doubt about the Company’s ability to bycontinue ~~one~~as ~~non-U.S.~~a ~~person~~going concern.

~~For all the terms and provisions of the private placement, reference is hereby made to such document annexed hereto as Exhibits 10~~c.~~1. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.~~

~~Item~~Our 9Board of Directors participated in and approved the decision to change independent accountants.01 ~~Financial~~Through ~~Statements~~the period covered by the financial audit for the years ended December 31, 2011 and ~~Exhibits~~2010 and including its review of financial statements of the quarterly periods through September 30, 2012 there have been no disagreements with PM 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 PM would have caused them to make reference thereto in their report on the financial statements. Through the interim period February 18, 2013 (the date of decline to stand for re-appointment of the former accountant), there have been no disagreements with PM 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 PM would have caused them to make reference thereto in their report on the financial statements.

~~(c) Exhibits:~~d.

~~Exhibit~~We ~~No.~~have ~~Description~~authorized PM to respond fully to the inquiries of the successor accountant

10e.~~1 Form of Private Placement Subscription Agreement~~

~~SIGNATURE~~During the years ended December 31, 2011 and 2010 and the interim period through February 18, 2013, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~f.

~~POWDER~~The ~~RIVER~~Company ~~COAL~~provided ~~CORP~~a copy of the foregoing disclosures to PM prior to the date of the filing of this Report and requested that PM furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K.

~~Date:~~(2) ~~December~~New ~~20,~~Independent ~~2012~~Accountants:

~~By: /s/ Andrew Grant~~a.

~~Andrew~~On ~~Grant~~February 18, 2013, the Company engaged Drake, Klein, Messineo, CPAs PA (“DKM”) of Clearwater, Florida, as its new registered independent public accountant. During the years ended December 31, 2011 and 2010 and prior to February 18, 2013 (the date of the new engagement), we did not consult with DKM regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements by DKM, in either case where written or oral advice provided by DKM would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

~~President~~ITEM &9.01. ~~CEO~~Financial Statements and Exhibits.

None

Exhibits



NUMBER	EXHIBIT
16.1	Letter from Peter Messineo, CPA, dated February 18, 2013, regarding Change in Certifying Accountant. (Filed herewith.)

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.



	POWDER RIVER COAL CORP.


Dated: February 19, 2013	/s/ Andrew Grant
	ANDREW GRANT
	Chief Executive Officer

Filing Compare · Powder River Coal Corp.