GRACE DEVELOPMENT INC
8-K/A, 1999-08-17
CABLE & OTHER PAY TELEVISION SERVICES
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                                   FORM 8-KA-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                             GRACE DEVELOPMENT, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

          COLORADO                   0-25582                84-110469
          --------                   -------                ---------
(State or other jurisdiction of    (Commission           (IRS Employer
 incorporation or organization)    File Number)      Identification Number)

            2685 So. Dayton Way Unit 42 Denver, CO 80231 (Address of
            --------------------------------------------------------
                principal executive offices, including zip code)

                                  303-337-5700
                                  ------------
              (Registrant's telephone number, including area code)

<PAGE>

ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

On Feb. 27, 1995, the prior accountant, Davis & Co., CPA, Englewood, Colorado,
was disengaged as principal accountant to audit the financial statements of the
Registrant, with the Registrant intending to engage a new accountant.

The Registrant has since retained Dohan and Company, CPA, P.A. on July 10, 1999
to act as principal accountants to audit the financial statements for the
Registrant.

(i) The former accountant was replaced on July 10, 1999.

(ii) Said principal accountant's report on the financial statements for either
of the past two years did not contain an adverse opinion or disclaimer of
opinion nor was the same qualified or modified as to uncertainty, audit scope,
or accounting principles, except the report on December 31, 1993 on the
financial statement of the Registrant contained a going concern qualification.

(iii) The decision to change accountants was recommended and approved by the
Board of Directors of the Registrant and confirmed on July 10, 1999.

(iv) During the Registrant's two most recent fiscal years and through the day of
appointment of Dohan & Company, CPA, P.A., there were no disagreements between
Davis & Co., CPA , the former accountant, and the Registrant on any matter of
accounting principles or practices, financial statements disclosure or auditing
scope or procedure.

A new independent accountant has been engaged as the principal accountant to
audit the Registrant's financial statements. The newly engaged accountant is the
firm of Dohan and Company, CPA, P.A. and was retained on July 10, 1999.
<PAGE>

                                   SIGNATURES

Pursuant 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.
                                     (Registrant)


                                     by: /s/ Jacob Barrocas
                                         ---------------------------------------
                                         Jacob Barrocas, President and Treasurer
                                         (Principal Executive Officer and
                                         Principal Financial Officer)

Date 08/13/99



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