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~~

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): April 29, 2013~~1934

~~POWDER~~Date ~~RIVER~~of ~~COAL~~Report ~~CORP.~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inMAY ~~its~~16, ~~charter)~~2013

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

POWDER RIVER COAL CORP.

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

(Exact name of Company as specified in its charter)

(307)-459-0571 (registrant’s telephone number, including area 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)
	(307) 459-0571
	(Company’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions: [ ] 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))

~~Check~~Item ~~the~~1.01 ~~appropriate~~Entry ~~box~~into ~~below~~Material ifDefinitive ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~Agreement.~~2. below):~~

[On ]May ~~Written~~16, ~~communications~~2013, ~~pursuant~~Powder toRiver ~~Rule~~Coal ~~425~~Corp. ~~under~~ (the ~~Securities~~“Company”) ~~Act~~closed a private placement of 360,000 units (17the ~~CFR~~“Units”) ~~230~~at $0.~~425)~~25 [per ]Unit ~~Soliciting~~for ~~material~~a ~~pursuant~~total tooffering ~~Rule~~price ~~14a-12~~of ~~under~~$90,000. Each Unit will consist of one common share in the ~~Exchange~~capital ~~Act~~of the Company and one common share purchase warrant (17the ~~CFR~~“Warrant”) ~~240~~that is subject to adjustment.~~14a-12)~~ One [Warrant ]shall ~~Pre~~be non-~~commencement~~transferable ~~communications~~and ~~pursuant~~shall entitle the holder thereof to ~~Rule~~purchase ~~14d-2(b)~~one ~~under~~share of common stock in the ~~Exchange~~capital ~~Act~~of the Company (17each, ~~CFR~~a ~~240.14d-2~~“Warrant Share”), for a period of three (b3)) [years ]commencing ~~Pre-commencement~~from ~~communications~~the Closing, at a price per Warrant Share of $1.25 per Warrant Share. The Units were offered by the Company pursuant to ~~Rule~~an ~~13e-4(c)~~exemption from registration under Regulation S of the ~~Exchange~~Securities Act ~~(17~~of ~~CFR~~1933, ~~240~~as amended.~~13e~~ The private placement was fully subscribed to by one non-~~4(c))~~U.S. person.

~~ITEM~~For 4all the terms and provisions of the private placement, reference is hereby made to such document annexed hereto as Exhibits 10.011. ~~Changes~~All statements made herein concerning the foregoing are qualified in ~~Registrant’s~~their ~~Certifying~~entirety ~~Accountant~~by reference to said exhibit.

~~History~~Item 3.02 Unregistered Sales of ~~auditor~~Equity ~~changes:~~Securities.

~~Our~~The ~~financial~~information ~~statements~~set ~~were~~forth ~~previously~~in ~~audited~~Item by1.01 ~~the firm~~ of ~~Peter~~this ~~Messineo,~~Current ~~CPA~~Report ~~(“PM”). In~~on ~~December~~Form ~~2012,~~8-K ~~Peter~~with ~~Messineo,~~respect ~~CPA~~to ~~merged into~~ the ~~firm~~Private ~~known~~Placement asand ~~DKM~~sale ~~Certified~~of ~~Public Accountants (“DKM”). DKM has audited our most recent financial statement, December 31, 2012. In April 2013,~~ the ~~agreement~~Shares ~~of DKM and PM was terminated. The successor firm named in (2)~~ is aincorporated ~~continuation~~by ofreference ~~the~~into ~~original~~this ~~audit~~Item ~~firm (PM)~~3. 02.

~~(1)~~Item ~~Previous~~9.01 ~~Independent~~Financial ~~Auditors:~~Statements and Exhibits

a.(c) Exhibits:

OnExhibit ~~April 29, 2013, the Company dismissed the registered independent public accountant, DKM Certified Public Accountants, of Clearwater Florida (“DKM”)~~No. Description

b10.1 Form of Private Placement Subscription Agreement

DKM's report on the financial statements for the year ended December 31, 2012 and for the period July 5, 2011 (date of exploration stage) through December 31, 2012 (December 31, 2011 was audited by PM) contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company’s ability to continue as a going concern.SIGNATURE

cPursuant 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.

~~Our~~POWDER ~~Board~~RIVER ofCOAL ~~Directors participated in and approved the decision to change independent accountants~~CORP. Through the period covered by the financial audit for the year ended December 31, 2012, and through the current date, there have been no disagreements with DKM 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 DKM would have caused them to make reference thereto in their report on the financial statements. Through the interim period April 29, 2013 (the date of dismissal), there have been no disagreements with DKM 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 DKM would have caused them to make reference thereto in their report on the financial statements.

d.Date: May 17, 2013

WeBy: ~~have~~/s/ ~~authorized~~Andrew ~~DKM to respond fully to the inquiries of the successor accountant~~Grant

e.Andrew Grant

~~During~~President ~~the~~& ~~year ended December 31, 2012 and the interim period through April 29, 2013, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.~~CEO

The Company provided a copy of the foregoing disclosures to DKM prior to the date of the filing of this Report and requested that DKM 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.

(2) New Independent Accountants:

On April 29, 2013, the Company engaged Messineo & Co, CPAs, LLC (“M&Co”) of Clearwater, Florida, as its new registered independent public accountant. During the year ended December 31, 2012 and 2011 (note: the engagement partner of M&Co was the principal auditor, Peter Messineo CPA, for the years December 31, 2011 and 2010, and the engagement partner in the firm DKM for the year ended December 31, 2012) and prior to April 29, 2013 (the date of the new engagement), we did not consult with M&Co 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 M&Co, in either case where written or oral advice provided by M&Co 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).

ITEM 9.01. Financial Statements and Exhibits.

None

Exhibits

NUMBER	EXHIBIT
16.1	Letter from DKM Certified Public Accountants, dated April 29, 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: April 30, 2013	/s/ Andrew Grant
	ANDREW GRANT
	Chief Executive Officer

Filing Compare · Powder River Coal Corp.