SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
November 6, 1998
GREEN CAPITAL GROUP, INC.
(Formerly known as Pacific Forest Corporation)
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(Exact name of registrant as specified in charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
33-55254-14 87-0438451
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(Commission file number) (IRS employer identification no.)
2575 S. Bayshore Drive, Unit 8B, Miami, FL 33133
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(Address of principal executive offices) (Zip Code)
(305) 860-4475
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(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Effective November 6, 1998, the Registrant has dismissed its
independent accountant, Smith & Company ("Smith"). Smith's reports on the
financial statements for the years ended December 31, 1996 and 1997 did not
contain an adverse opinion or disclaimer, and were not qualified or modified as
to uncertainty, audit scope, or accounting principles. The reports for both
years (for Pacific Forest Corporation before its acquisition of Green Capital
N.V. and subsidiaries in April, 1998) did contain a going concern paragraph. The
decision to dismiss Smith was made by the Board of Directors of the Registrant.
The Registrant is not aware of any disagreements with Smith during the
two years ended December 31, 1996 and 1997 or in any subsequent interim period
on any matters of accounting principles or practices, financial statement
disclosures, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of Smith, would have caused it to make reference to the
subject matter of the disagreement in connection with its report.
Item 5. Other Events.
Not Applicable.
Item 6. Resignation of Registrant's Directors.
Not Applicable.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Not Applicable.
(c) Exhibits.
16.1 Letter of Smith & Company addressed to the
Securities & Exchange Commission dated
November 9, 1998.
SIGNATURES
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.
GREEN CAPITAL GROUP, INC.
Date: November 10,1998 By: /s/ Oscar S. Christian
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Oscar S. Christian, President
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SMITH & COMPANY
A PROFESSIONAL CORPORATION OF
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: 10 WEST 100 SOUTH, SUITE 700
AMERICAN INSTITUTE OF SALT LAKE CITY, UTAH 84101
CERTIFIED PUBLIC ACCOUNTANTS TELEPHONE: (801) 575-8297
UTAH ASSOCIATION OF FACSIMILE: (801) 575-8306
CERTIFIED PUBLIC ACCOUNTANTS E-MAIL: [email protected]
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November 9, 1998
SECPS Letter File
U.S. Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, Northwest
Washington, DC 20549
RE: Green Capital Group, Inc. - SEC File No. 33-55254-14
Ladies and Gentlemen:
We have read Item 4 of the 8-K dated November 6, 1998 for Green Capital Group,
Inc. and agree with the statements contained therein.
Very truly yours,
Smith & Company
By:____________________________
William R. Denney
