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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 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.)
(904) 277-4438
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OF FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In January, the Registrant engaged Bearden & Smith ("Bearden"), an independent
accounting firm, to provide certain accounting consulting services to the
Registrant related to preparing historical financials for a recently acquired
subsidiary of the Registrant. On February 3, 1999, Millward and Co.
("Millward"), who had served as principal accountant to audit the financial
statements of the Registrant, after discussions with the Registrant regarding
its ongoing needs for auditing services, resigned from its engagement with the
Registrant. Following such resignation, the Board of Directors of the Registrant
approved the engagement of Bearden as the Registrant's principal accountant and
replacement for Millward. The Board approved the engagement of Bearden because
it had the resources and geographical location needed to serve the Registrant as
its business grows.
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
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
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(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.
Except such advice as has been provided by Bearden in connection with consulting
services related to the preparation of historical financials for the
Registrant's recently acquired subsidiary, during the two most recent fiscal
years and during the interim period prior to engaging Bearden, neither the
Registrant nor anyone on its behalf consulted Bearden 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 Bearden 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.
Letters from Millward and Bearden addressed to the Securities and Exchange
Commission have been requested and will be filed with the Commission within ten
business days after the date hereof.
ITEM 5. OTHER EVENTS
In order to enhance the Registrant's ability to acquire, develop, renovate,
manage, and sell its properties, the Registrant has recently formed a
subsidiary, Klein Real Estate Services, and has acquired a mortgage brokerage
operation based in Gainesville, Georgia. Gerald Sullivan, the Vice-Chairman of
the Registrant, will run First Southern Mortgage, which the Registrant acquired
from his son, Jerry Sullivan. The Registrant has several other initiatives
underway including the acquisition of a resort hospitality division and a
marketing promotions division. These additional acquisitions are all contingent
on the successful transfer of the associated licenses to the Registrant by the
issuing governmental agencies.
[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/ Richard P. Smyth
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February 9, 1999 Richard P. Smyth
Chairman
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