SONOMA INTERNATIONAL INC
8-K, 1996-09-17
REAL ESTATE
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                                  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 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, 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

September 14, 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  9110
             (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 of Sonoma
International dated September 12, 1996.





SKEEHAN & COMPANY



September 16, 1996



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