SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 33-55254-34
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-
Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full Name of Registrant: MAUI USA INC.
Former Name if applicable: N/A
505 FRONT STREET, SUITE 233
Address of Principal Executive Office (Street and Number)
LAHAINA, MAUI, HAWAII 96761
City, State and Zip Code
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PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
As described on the Current Report on Form 8-K, filed on May 13, 1997,
Price Waterhouse LLP declined to stand for re-election as the independent
accountants for the Registrant on May 9, 1997. Accordingly, the Registrant
engaged Coopers & Lybrand LLP as its new independent accountants as of May 9,
1997. A review of the Registrant's quarterly financial data is encouraged by
the SEC as described in the Federal Securities Laws Section 304, paragraph
38,175. In addition, Coopers & Lybrand has an internal policy such that
interim filings for all SEC clients must be reviewed. Due to the timing of
the engagement of Coopers & Lybrand as the current independent accountants,
the review of the Form 10-QSB is still in progress and will not be completed
in time for filing by May 15, 1997. It is expected that the review will be
completed by May 16, 1997. Accordingly, filing of the Form 10-QSB is
anticipated to be no later than Friday, May 23, 1997.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
KEVIN KEOGH, ESQ. 212 819-8227
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
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portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Coopers & Lybrand LLP is currently discussing the accounting
treatment of certain administrative expenses in the prior years with Price
Waterhouse. Depending on the results of those discussions, there may be a
change in results of operations from March 31, 1996 and the balance sheet as
of December 31, 1996. The potential effect to the financial statements from
prior periods is currently being investigated and is not determinable at this
time.
<PAGE>
MAUI USA INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 16, 1997 By: /s/ Myron O. Kirkeby
Myron O. Kirkeby
President, Chief Executive
Officer and Treasurer
