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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A NO. 3
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: FEBRUARY 3, 1999
LAHAINA ACQUISITIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
COLORADO 0-27480 84-1325695
(STATE OF OTHER JURISDICTION OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) NO.) IDENTIFICATION NO.)
(770) 754-6140
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On February 3, 1999, the Registrant reported that Millward and Co. ("Millward"),
who had served as principal accountant to audit the financial statements of the
Registrant, resigned from its engagement with the Registrant. Following such
resignation, Management of the Registrant approved the engagement of Bearden &
Smith ("Bearden") on February 3, 1999 as the Registrant's principal accountant
and replacement for Millward and the Board of Directors was advised and did not
object. On January 21, 1999, Bearden had been engaged by Management to provide
accounting consulting services to the Registrant relating to the preparation of
historical financials for a recently acquired subsidiary. The Board of Directors
were advised and did not object to Bearden's engagement. Notwithstanding the
engagement of Bearden as principal accountant, Bearden continued to provide
solely accounting consulting services to the Registrant. Although it had never
performed any work in this capacity, on November 9, 1997, Bearden officially
resigned from its engagement with the Registrant. The role of principal
accountant for the Registrant was ultimately filled by Kenneth R. Walters, P.A.
("Walters"), who was initially engaged by Management on February 4, 1999 to
provide auditing services with respect to fiscal 1998 financial statements of
the Registrant in connection with the filing of a registration statement by the
Registrant. The Board of Directors were advised and did not object to Walter's
engagement. During 1999, with the approval of Management of the Registrant,
Walters has continued to act as principal accountant and replacement for
Millward and Bearden. Walters did not prepare or review the financial statements
of the Registrant for the quarter ended June 30, 1999.
Millward's report on the Registrant's financial statements for each of the last
two years did not contain an adverse opinion or a disclaimer of opinion, nor
was it qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant's two most recent fiscal years and the subsequent interim
period preceding the resignation of Millward, there were no disagreements with
Millward on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of Millward, would have caused it to make a
reference to the subject matter of the disagreement(s) in connection with its
report.
Millward did not advise the Registrant during the Registrant's two most recent
fiscal years or during the subsequent interim period preceding Millward's
resignation:
(a) that the internal controls necessary for the Registrant to
develop reliable financial statements did not exist;
(b) that information had come to its attention that had led it to
no longer be able to rely on management's representations, or
that had made it unwilling to be associated with the
financial statements prepared by management;
(c) of the need to expand significantly the scope of its audit,
or that information had come to its attention during the two
most recent fiscal years or any subsequent interim period
that if further investigated might (i) materially have
impacted the
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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 period(s) subsequent to the date of the most recent
financial statements covered by an audit report or (ii) have
caused it to be unwilling to rely on management's
representations or be associated with the Registrant's
financial statements; or
(d) that information had come to its attention that it had
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 period(s) subsequent to
the date of the most recent financial statements covered by
an audit report.
Millward was authorized by the Registrant to respond fully to inquiries of
Bearden.
During the two most recent fiscal years and during the interim period prior to
engaging Walters, neither the Registrant nor anyone on its behalf consulted
Walters regarding either: (a) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial statements, and
neither a written report nor oral advice was provided to the Registrant that
Walters concluded was an important factor considered by the Registrant in
reaching a decision as to an accounting, auditing or financial reporting issue;
or (b) any matter that was the subject of either a disagreement or any other
event described above.
ITEM 7. FINANCIAL STATEMENTS TO THE EXHIBITS
(c) Exhibit Index
Number Description
16.3 Letter from Kenneth R. Walters, P.A. re Change in Certifying
Accountant
16.4 Letter from Bearden & Smith, P.C. re change in certifying
Accountant
16.5 Letter from Bearden & Smith, P.C. re resignation as principal
accountant
[SIGNATURE PAGE FOLLOWS]
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Lahaina Acquisitions, Inc.
(REGISTRANT)
/s/ L. Scott Demerau
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November 12, 1999 Name: L. Scott Demerau
Title: President
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[Kenneth R. Walters, P.A. Letterhead]
September 15, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Lahaina Acquisitions, Inc.
Dear Sir/Madam:
I have read the disclosures made by the Registrant in their form 8-K and am in
agreement with the statements contained therein.
Sincerely,
/s/ Kenneth R. Walters
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Kenneth R. Walters, P.A.
cc: Mr. Scott Demerau
5895 Windward Parkway, Suite 200
Alpharetta, GA 30005
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[LETTERHEAD OF BEARDEN & SMITH, P.C.]
November 9, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Lahaina Acquisitions, Inc.
File Ref. No. 0-27480
Dear Sir/Madam:
We have read the disclosures made by the Registrant in their Form 8-K/A No. 3
and have no disagreements with what has been stated.
Sincerely,
/s/ Bearden & Smith, P.C.
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BEARDEN & SMITH, P.C.
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[Letterhead of Bearden & Smith, P.C.]
November 9, 1999
Lahaina Acquisitions, Inc.
Suite 220
5895 Windward Parkway
Alpharetta, GA 30005
Re: Letter of Resignation
Ladies and Gentlemen:
Although we were engaged on January 21, 1999 to serve as the principal
accountant of Lahaina Acquisitions, Inc. (the "Company"), we have never
performed any work in that capacity. Therefore, we hereby respectfully resign
as principal accountant of the Company.
Sincerely,
/s/ Bearden & Smith, P.C.
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BEARDEN & SMITH, P.C.
