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 (date of earliest event reported): February 1, 2001
GRACE DEVELOPMENT, INC.
(Exact Name of Registrant as Specified in Charter)
Colorado 0-25582 84-1110469
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1690 Chantilly Drive
Atlanta, Georgia 30324
(Address of Principal Executive Offices) (Zip Code)
(678) 222-3030
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountants
On February 1, 2001, Habif, Arogeti & Wynne, LLP ("HAW") informed Grace
Development, Inc. (the "Company") that HAW resigned as the Company's principal
independent public accountant. HAW had served as the Company's principal
independent public accountant since November 2, 1999.
HAW's report on the financial statements of the registrant for the fiscal
year ended December 31, 1999 did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to audit scope or accounting
principles.
In connection with the Company's preparation of its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2000, certain disagreements arose with
HAW with respect to several matters. The Company and HAW were unable to resolve
the disagreements, and HAW ceased its review of the Quarterly Report. As a
result, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
and those for each of the quarters ended June 30, 2000 and September 30, 2000,
were filed without HAW's review of the consolidated financial statements
included therein.
HAW has advised the Company that it disagrees in certain respects with the
matters set forth above. Specifically, it is HAW's view that the Company did not
adequately respond to HAW's concerns related to Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000. Among those concerns was whether a
"going-concern" qualification should be included in the Quarterly Report, and
whether the financial statements included therein contained mathematical and
other errors. Finally, it is HAW's position that they were instructed by the
Company not to complete their review of the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2000, and were instructed not to perform reviews for
each of the Quarterly Reports on Form 10-Q for the quarters ended June 30, 2000
and September 30, 2000.
The Company requested that HAW furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of such letter is attached hereto.
The Company has not engaged a successor independent accountant. The Company
has authorized HAW to respond fully to any inquiries of the successor
accountant.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Habif, Arogeti & Wynne, LLP letter of resignation as principal independent
accountants dated January 31, 2001.
16.2 Habif, Arogeti & Wynn, LLP letter stating agreement with matters stated
herein dated February 23, 2001.
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SIGNATURE
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.
GRACE DEVELOPMENT, INC.
(Registrant)
/s/ James M. Blanchard
----------------------
James M. Blanchard
President
Date: February 21, 2001
