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 event reported): October 29, 1999

                             Grace Development, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Colorado                       0-25582                    84-1110469
--------------------------------------------------------------------------------
       (State or other        (Commission File Number)            (IRS Employer
       jurisdiction of                                            Identification
       incorporation)                                               Number)

1690 Chantilly Drive, Atlanta, Georgia                           30324
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code: (404) 633-3831

            2685 South Dayton Way - Unit # 42, Denver, Colorado 80230
--------------------------------------------------------------------------------
                (Former address, if changed since last report.)

<PAGE>

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

      On November 2, 1999, the Registrant engaged Habif, Arogeti & Wynne, LLP
("HAW") as the Registrant's independent public accountants for 1999. The
Registrant has been advised by HAW that neither the firm nor any of its
associates has any material relationship with the Registrant or any affiliate of
the Registrant.

      Listed below is information concerning a change in the Registrant's
certifying accountant made on October 29, 1999 and information concerning the
engagement of the new accountant.

      A. Information concerning the resignation of former accountant.

            1.    Dohan and Company CPA's, the independent accountant who was
                  previously engaged as the principal accountant to audit the
                  Registrant's financial statements, was dismissed on October
                  29, 1999.

            2.    The principal accountant's reports on the financial statements
                  for the past two years contained no adverse opinion or
                  disclaimer of opinion and were not qualified or modified as to
                  uncertainty, audit scope or accounting principles, however,
                  the principal accountant's reports on the financial statements
                  contained an explanatory paragraph as to a growing concern.

            3.    The decision to change principal accounts was approved by the
                  Registrant's Board of Directors. There were no disagreements
                  with the former accountants on any matter of accounting
                  principles or practices, financial statement disclosure or
                  auditing scope or procedure which, if not resolved to the
                  satisfaction of the former accountants, would have caused them
                  to make a reference to the disagreement in connection with
                  their reports.

            4.    During the Registrant's two most recent fiscal years and the
                  subsequent interim periods preceding the former accountant's
                  resignation:

                  (i)   the accountant has not advised the Registrant that the
                        internal controls necessary for the Registrant to
                        develop reliable financial statements do not exist;

                  (ii)  the accountant has not advised the Registrant that
                        information has come to the accountant's attention that
                        has led it to no longer be able to rely on management's
                        representations or that has made it unwilling to be
                        associated with the financial statement prepared by
                        management;

                  (iii) the accountant has not advised the Registrant (a) of the
                        need to expand significantly the scope of its audit, or
                        that information has come to the accountant's attention,
                        during the two most recent fiscal years and the
                        subsequent interim periods preceding the resignation,
                        that if further investigated may (i) materially impact
                        the fairness or reliability of either a previously
                        issued audit report or the underlying financial
                        statements, or the financial statements issued or to be
                        issued covering the fiscal periods

<PAGE>

                        subsequent to the date of the most recent financial
                        statements covered by an audit report (including
                        information that may prevent it from rendering an
                        unqualified audit report on those financial statements),
                        or (ii) cause it to be unwilling to rely on management's
                        representations or be associated with the Registrant's
                        financial statements or, (b) that due to the account's
                        dismissal, or for any other reason, the accountant did
                        not so expand the scope of its audit or conduct such
                        further investigation;

                  (iv)  the accountant has not advised the Registrant that (a)
                        information has come to the accountant's attention that
                        it has concluded materially impacts the fairness or
                        reliability of either (i) a previously issued audit
                        report or the underlying financial statements or (ii)
                        the financial statements issued or to be issued covering
                        the fiscal periods subsequent to the date of the most
                        recent financial statements covered by an audit report
                        (including information that, unless resolved to the
                        accountant's satisfaction, would prevent it from
                        rendering an unqualified audit report on those financial
                        statements) or (b) due to the accountant's dismissal, or
                        for any other reason, the issue has not been resolved to
                        the accountant's satisfaction prior to its dismissal.

      B. Information concerning the engagement of new accountant.

            HAW was engaged by the Registrant as the principal accountant to
            audit the Registrant's financial statements on November 2, 1999. On
            October 21, 1999, the Registrant engaged HAW in connection with the
            performance of due diligence with respect to a proposed business
            combination. HAW was paid a retainer of $10,000 in connection with
            this engagement. Except with respect to such engagement, during the
            Registrant's two most recent fiscal years and the subsequent interim
            periods prior to engaging HAW, the Registrant has not consulted HAW
            regarding either (i) the application of accounting principles to a
            specific transaction, either completed or proposed; or the type of
            audit opinion that might be rendered on the Registrant's financial
            statements, or (ii) any other matter.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits

            16. Letter from Dohan & Co. dated November 5, 1999.

<PAGE>

                                    SIGNATURE

      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.

                                         GRACE DEVELOPMENT, INC.


                                         By: /s/ Ronald McCallum
                                            ------------------------------------
                                             Ronald McCallum
                                             Chief Financial Officer & Secretary

Dated as of November 5, 1999
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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 event reported): October 29, 1999

                             Grace Development, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Colorado                       0-25582                    84-1110469
--------------------------------------------------------------------------------
       (State or other        (Commission File Number)            (IRS Employer
       jurisdiction of                                            Identification
       incorporation)                                               Number)

1690 Chantilly Drive, Atlanta, Georgia                           30324
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code: (404) 633-3831

            2685 South Dayton Way - Unit # 42, Denver, Colorado 80230
--------------------------------------------------------------------------------
                (Former address, if changed since last report.)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

      On November 2, 1999, the Registrant engaged Habif, Arogeti & Wynne, LLP
("HAW") as the Registrant's independent public accountants for 1999. The
Registrant has been advised by HAW that neither the firm nor any of its
associates has any material relationship with the Registrant or any affiliate of
the Registrant.

      Listed below is information concerning a change in the Registrant's
certifying accountant made on October 29, 1999 and information concerning the
engagement of the new accountant.

      A. Information concerning the resignation of former accountant.

            1.    Dohan and Company CPA's, the independent accountant who was
                  previously engaged as the principal accountant to audit the
                  Registrant's financial statements, was dismissed on October
                  29, 1999.

            2.    The principal accountant's reports on the financial statements
                  for the past two years contained no adverse opinion or
                  disclaimer of opinion and were not qualified or modified as to
                  uncertainty, audit scope or accounting principles, however,
                  the principal accountant's reports on the financial statements
                  contained an explanatory paragraph as to a growing concern.

            3.    The decision to change principal accounts was approved by the
                  Registrant's Board of Directors. There were no disagreements
                  with the former accountants on any matter of accounting
                  principles or practices, financial statement disclosure or
                  auditing scope or procedure which, if not resolved to the
                  satisfaction of the former accountants, would have caused them
                  to make a reference to the disagreement in connection with
                  their reports.

            4.    During the Registrant's two most recent fiscal years and the
                  subsequent interim periods preceding the former accountant's
                  resignation:

                  (i)   the accountant has not advised the Registrant that the
                        internal controls necessary for the Registrant to
                        develop reliable financial statements do not exist;

                  (ii)  the accountant has not advised the Registrant that
                        information has come to the accountant's attention that
                        has led it to no longer be able to rely on management's
                        representations or that has made it unwilling to be
                        associated with the financial statement prepared by
                        management;

                  (iii) the accountant has not advised the Registrant (a) of the
                        need to expand significantly the scope of its audit, or
                        that information has come to the accountant's attention,
                        during the two most recent fiscal years and the
                        subsequent interim periods preceding the resignation,
                        that if further investigated may (i) materially impact
                        the fairness or reliability of either a previously
                        issued audit report or the underlying financial
                        statements, or the financial statements issued or to be
                        issued covering the fiscal periods
subsequent to the date of the most recent financial
                        statements covered by an audit report (including
                        information that may prevent it from rendering an
                        unqualified audit report on those financial statements),
                        or (ii) cause it to be unwilling to rely on management's
                        representations or be associated with the Registrant's
                        financial statements or, (b) that due to the account's
                        dismissal, or for any other reason, the accountant did
                        not so expand the scope of its audit or conduct such
                        further investigation;

                  (iv)  the accountant has not advised the Registrant that (a)
                        information has come to the accountant's attention that
                        it has concluded materially impacts the fairness or
                        reliability of either (i) a previously issued audit
                        report or the underlying financial statements or (ii)
                        the financial statements issued or to be issued covering
                        the fiscal periods subsequent to the date of the most
                        recent financial statements covered by an audit report
                        (including information that, unless resolved to the
                        accountant's satisfaction, would prevent it from
                        rendering an unqualified audit report on those financial
                        statements) or (b) due to the accountant's dismissal, or
                        for any other reason, the issue has not been resolved to
                        the accountant's satisfaction prior to its dismissal.

      B. Information concerning the engagement of new accountant.

            HAW was engaged by the Registrant as the principal accountant to
            audit the Registrant's financial statements on November 2, 1999. On
            October 21, 1999, the Registrant engaged HAW in connection with the
            performance of due diligence with respect to a proposed business
            combination. HAW was paid a retainer of $10,000 in connection with
            this engagement. Except with respect to such engagement, during the
            Registrant's two most recent fiscal years and the subsequent interim
            periods prior to engaging HAW, the Registrant has not consulted HAW
            regarding either (i) the application of accounting principles to a
            specific transaction, either completed or proposed; or the type of
            audit opinion that might be rendered on the Registrant's financial
            statements, or (ii) any other matter.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits

            16. Letter from Dohan & Co. dated November 5, 1999.
SIGNATURE

      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.

                                         GRACE DEVELOPMENT, INC.

                                         By: /s/ Ronald McCallum
                                            ------------------------------------
                                             Ronald McCallum
                                             Chief Financial Officer & Secretary

Dated as of November 5, 1999