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): October 29, 1999
Grace Development, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 0-25582 84-1110469
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
1690 Chantilly Drive, Atlanta, Georgia 30324
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 633-3831
2685 South Dayton Way - Unit # 42, Denver, Colorado 80230
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(Former address, if changed since last report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 2, 1999, the Registrant engaged Habif, Arogeti & Wynne, LLP
("HAW") as the Registrant's independent public accountants for 1999. The
Registrant has been advised by HAW that neither the firm nor any of its
associates has any material relationship with the Registrant or any affiliate of
the Registrant.
Listed below is information concerning a change in the Registrant's
certifying accountant made on October 29, 1999 and information concerning the
engagement of the new accountant.
A. Information concerning the resignation of former accountant.
1. Dohan and Company CPA's, the independent accountant who was
previously engaged as the principal accountant to audit the
Registrant's financial statements, was dismissed on October
29, 1999.
2. The principal accountant's reports on the financial statements
for the past two years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, however,
the principal accountant's reports on the financial statements
contained an explanatory paragraph as to a growing concern.
3. The decision to change principal accounts was approved by the
Registrant's Board of Directors. There were no disagreements
with the former accountants on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the
satisfaction of the former accountants, would have caused them
to make a reference to the disagreement in connection with
their reports.
4. During the Registrant's two most recent fiscal years and the
subsequent interim periods preceding the former accountant's
resignation:
(i) the accountant has not advised the Registrant that the
internal controls necessary for the Registrant to
develop reliable financial statements do not exist;
(ii) the accountant has not advised the Registrant that
information has come to the accountant's attention that
has led it to no longer be able to rely on management's
representations or that has made it unwilling to be
associated with the financial statement prepared by
management;
(iii) the accountant has not advised the Registrant (a) of the
need to expand significantly the scope of its audit, or
that information has come to the accountant's attention,
during the two most recent fiscal years and the
subsequent interim periods preceding the resignation,
that if further investigated may (i) materially impact
the fairness or reliability of either a previously
issued audit report or the underlying financial
statements, or the financial statements issued or to be
issued covering the fiscal periods
subsequent to the date of the most recent financial
statements covered by an audit report (including
information that may prevent it from rendering an
unqualified audit report on those financial statements),
or (ii) cause it to be unwilling to rely on management's
representations or be associated with the Registrant's
financial statements or, (b) that due to the account's
dismissal, or for any other reason, the accountant did
not so expand the scope of its audit or conduct such
further investigation;
(iv) the accountant has not advised the Registrant that (a)
information has come to the accountant's attention that
it has concluded materially impacts the fairness or
reliability of either (i) a previously issued audit
report or the underlying financial statements or (ii)
the financial statements issued or to be issued covering
the fiscal periods subsequent to the date of the most
recent financial statements covered by an audit report
(including information that, unless resolved to the
accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial
statements) or (b) due to the accountant's dismissal, or
for any other reason, the issue has not been resolved to
the accountant's satisfaction prior to its dismissal.
B. Information concerning the engagement of new accountant.
HAW was engaged by the Registrant as the principal accountant to
audit the Registrant's financial statements on November 2, 1999. On
October 21, 1999, the Registrant engaged HAW in connection with the
performance of due diligence with respect to a proposed business
combination. HAW was paid a retainer of $10,000 in connection with
this engagement. Except with respect to such engagement, during the
Registrant's two most recent fiscal years and the subsequent interim
periods prior to engaging HAW, the Registrant has not consulted HAW
regarding either (i) the application of accounting principles to a
specific transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Registrant's financial
statements, or (ii) any other matter.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16. Letter from Dohan & Co. dated November 5, 1999.
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, thereunto duly authorized.
GRACE DEVELOPMENT, INC.
By: /s/ Ronald McCallum
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Ronald McCallum
Chief Financial Officer & Secretary
Dated as of November 5, 1999