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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 4, 1997
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Colorado 0-21821 93-0962072
State or Other Jurisdiction Commission IRS Employer
of Incorporation or Organization File Number Identification No.
410 17th Street, Suite 400 Denver, Colorado 80202
Address of Principal Executive Offices and Zip Code
Registrant's telephone number, including area code: (303) 446-5926
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) As reported in the Registrant's Form 8-K dated January 23, 1997,
on January 21, 1997, Consolidated Land & Cattle Company, a wholly owned
subsidiary of Consolidated Capital of North America, Inc. (the "Registrant"),
merged with Angeles Acquisition Corp. ("Angeles Acquisition"), a company
privately held by Stone Pine Colorado, LLC ("Stone Pine") (the "Merger") and
upon completion of the Merger, the Registrant's current directors resigned and
were replaced by new directors designated by Stone Pine.
Subsequent to the Merger, the independent accountants who previously
audited the Registrant's financial statements for the fiscal year ended December
31, 1995 and were engaged by the Registrant during the fiscal year ended
December 31, 1996, Kish Leake & Associates, P.C., were dismissed by vote of the
Board of Directors, effective February 4, 1997. The prior accountants report on
financial statements for the fiscal year ended December 31, 1995 did not contain
an adverse opinion or a disclaimer of opinion; nor was it modified as to
uncertainty, audit scope or accounting principles. Prior to the dismissal of
Kish Leake & Associates, P.C., there were no disagreements between the
Registrant and Kish Leake & Associates, P.C. on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of the former
accountant would have caused it to make reference to the subject matter of the
disagreement in connection with its report. Furthermore there are no unresolved
issues with the prior accountants.
(b) The Board of Directors of the Registrant appointed Grant
Thornton LLP as the Registrant's new certifying accountants to audit the
Registrant's financial statements effective February 4, 1997. Grant Thornton LLP
was not consulted concerning the application of accounting principles to any
specific transaction, either completed or proposed or the type of audit opinion
that might be rendered on the Registrant's financial statements, nor was a
written report provided to the Registrant nor oral advice given by the new
accountant regarding important factors considered by the Registrant in reaching
its decision as to any accounting, auditing or financial reporting issue.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) and (b) The Financial Statements and Pro Forma Financial
Information relating to the Merger and the related transactions will be included
in the Form 10-KSB of the Registrant to be filed by March 31, 1997.
(c) 16.1 Letter from Kish Leake & Associates, P.C. re change of
certifying accountant
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSOLIDATED CAPITAL OF NORTH AMERICA, INC.
By: /s/ Donald R. Jackson
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Donald R. Jackson,
Chief Financial Officer,
Treasurer and Secretary
Date: February 5, 1997
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Exhibit 16.1
February 5, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Consolidated Capital of North
America, Inc. and, under the date of May 23, 1996, we reported on the
consolidated financial statements of Consolidated Capital of North America, Inc.
as of December 31, 1995 and for the year ended December 31, 1995. It is our
understanding that Consolidated Capital of North America, Inc. has entered into
a merger transaction effective January 21, 1997. On February 4, 1997, our
appointment as principal accountants was terminated. We have read Consolidated
Capital of North America, Inc.'s statements included under Item 4 of its Form
8-K dated February 5, 1997, and agree with the statements contained in the
second paragraph of Item 4(a).
Very truly yours,
KISH, LEAKE & ASSOCIATES, P.C.
By: /s/ Kish, Leake & Associates, P.C.
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