SONOMA INTERNATIONAL INC
8-K/A, 1996-11-15
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of Earliest Date Reported) September 12, 1996


                              Sonoma International
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                            Nevada 0-6683 94-0880052
- -------------------------------------------------------------------------------
           (State or other jurisdiction (Commission (I.R.S. Employer
       of incorporatin or organization) File Number) Identification No.)


           3930 S. Eastern Avenue, Suite 218, Las Vegas Nevada 89109
- -------------------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)


                                 (702) 361-3033
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)



                    901 Tahquitz, Ste B 201, Palm Springs, CA
- -----------------------------------------------------------------------------
             92261 (Former name or former address, if changed since
                                  last report.)



<PAGE>



Item 4.           Changes in Registrant's Certifying Accountant.

Effective September 12, 1996, the Registrant, by act of its board of directors,
engaged King Burns & Co. as its principal accountant to audit the Registrant's
financial statements, replacing Skeehan & Company in that capacity. This
decision was made in conjunction with the execution of an agreement to transfer
assets into the Registrant such that the Registrant could thereby have operating
assets.

Skeehan & Company audited the Registrant's financial statements for the years
ended June 30, 1994 and 1995. The opinions rendered by Skeehan & Company in
connection with those audits was qualified because there was "substantial doubt
about the Company's ability to continue as a going concern." During the
registrant's two most recent fiscal years and any subsequent interim period,
there have not been any disagreements with the former accountant on any matter
of accounting principals or practices, financial statement disclosures, or
auditing scope or procedures, and there have been no "reportable events" as
defined in Item 304(a)(1)(v) of Regulation S-K. The Registrant had not consulted
with the newly engaged independent accountant on accounting matters prior to its
engagement.

Item 7. Financial Statements and Exhibits

(c)      Exhibits

         16.      Letter re Change in Certifying Accountant


<PAGE>


                                                    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 thereunto duly authorized.

                                                     Sonoma International

November 6, 1996                                     /s/ Harry W. Hendersen
- ------------------------------------                 ----------------------
Date                                                 Harry W. Hendersen, 
                                                     President and Chief 
                                                     Accounting Officer


<PAGE>






                                SKEEHAN & COMPANY
                          Certified Public Accountants
                      180 South Lake Avenue, Seventh Floor
                           Pasadena, California 91101
                         (818) 792-3842 - (818) 585-9555
                            Telecopier (818) 792-2162






Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read and agree with the comments in Item 4 of Form 8-K/A
of Sonoma International dated September 12, 1996 and signed
November 6, 1996.





SKEEHAN & COMPANY
November 15, 1996





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