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 Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2005
CAPITAL ALLIANCE INCOME TRUST LTD.,
A REAL ESTATE INVESTMENT TRUST
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(Exact name of registrant as specified in its charter)
Delaware 333-11625 94-3240473
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
100 Pine Street, Suite 2450
San Francisco, California 94111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 288-9575
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant 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(d) 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))
Item 4.01 Changes in Registrant's Certifying Accountants
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(a) Novogradac & Company LLP, Registrant's principal independent accountant
on whom it has relied in its reports to the Commission, by letter dated May 23,
2005 has withdrawn, as independent auditor of the Registrant, effective May 23,
2005, and, has declined to stand for re-election at the Registrant's forthcoming
Annual Meeting of Shareholders.
(b) The former principal accountant's reports on Registrant's financial
statements for the past two years have not contained an adverse opinion or
disclaimer of opinion, and were not modified as to uncertainty, audit scope, or
accounting principles;
(c) Registrant's change of accountants was involuntary and was not
precipitated, recommended or approved by Registrant's Board of Directors or by
its audit or similar committee of the Board of Directors;
(d) There were no disagreements between Registrant and its former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the former accountant's satisfaction, would have caused it to make reference to
the subject matter of the disagreements in connection with its report.
(e) Registrant has provided Novogradac & Company LLP with the foregoing
disclosures and has requested that it furnish a letter addressed to the
Commission stating whether or not it agrees with the statements made by
Registrant herein. A copy of the response of Novogradac & Company LLP to the
foregoing disclosures by Registrant is attached hereto as Exhibit "99.1".
Item 8.01 Other Events
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On May 27, 2005, Capital Alliance Income Trust, Ltd., the Registrant,
announced the withdrawal of Novogradac & Company LLP as independent auditor
effective May 23, 2005. A copy of the press release dated May 27, 2005 is
attached as Exhibit 99.2.
Exhibit 99.1 Novogradac & Company LLP letter dated May 27, 2005
Exhibit 99.2 Press Release dated May 27, 2005
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.
CAPITAL ALLIANCE INCOME TRUST LTD.
A Real Estate Investment Trust
(Registrant)
Date: May 27, 2005 By: /s/ Richard J. Wrensen
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Richard J. Wrensen
Executive Vice President and
Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Novogradac & Company letter dated May 27, 2005
99.2 Press Release dated May 27, 2005