SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 2
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
JULY 15, 1997
MAUI USA INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 33-55254-34 87-0485322
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
505 FRONT STREET, SUITE 233, LAHAINA, MAUI, HAWAII 96761
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including
area code: (808) 667-0647
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The Registrant hereby amends the following items, financial statements,
exhibits or other portions of its Current Report on Form 8-K, filed June 25,
1997, as amended by its Current Report on Form 8-K/A, filed July 10, 1997, as
set forth in the pages attached hereto.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On June 19, 1997, Coopers & Lybrand LLP ("C&L") resigned as the
independent accountants of Maui U.S.A. Inc. (the "Registrant"). As
reported by the Registrant on Form 8-K dated May 9, 1997, as amended by
form 8-K/A dated 6/25/97 (the "Prior Form 8-K"), C&L were engaged as the
Registrant's Independent accountants on May 9, 1997. As also reported in
the Prior Form 8-K, Price Waterhouse LLP ("PW") were the Registrant's
previous independent accountants.
(ii) During their period of engagement as the Registrant's independent
accountants, C&L did not conduct an audit or report on any financial
statements of the Registrant for any period. As reported in the Prior
Form 8-K, the reports of PW on the financial statements for the years
ended December 31, 1996 and December 31, 1995 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle except that the report
on the financial statements for the year ended December 31, 1995
contained an explanatory paragraph expressing substantial doubt about the
entity's ability to continue as a going concern.
(iii) Not applicable.
(iv) C&L resigned prior to completing its review of the unaudited financial
statements for the quarter ended March 31, 1997 which included a review
of the Company's capitalization of project related costs, about which C&L
expressed an initial difference of opinion based on incomplete facts
which would impact periods in the years ended December 31, 1996 and 1995.
Specifically, C&L questioned the appropriateness of capitalizing all
salary related costs for periods prior to 1997, as well as the extent to
which certain indirect legal, accounting and other outside service costs,
rent, utilities, telephone, supplies, automotive and various
miscellaneous costs were capitalized. As part of their inquiries, C&L
questioned the lack of contemporaneous time records evidencing time spent
by the Registrant's two employees among various activities. C&L resigned
prior to the resolution of the initial difference of opinion. The
Registrant believes, and PW concurs, that the Company's application of
its policy is reasonable and appropriate in the circumstances. As
reported in the Prior Form 8-K, in connection with its audits for the two
most recent fiscal years and through May 9, 1997, there were no
disagreements with PW on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of PW
would have caused them to make a reference thereto in their report on the
financial statements for such years.
(v) Not applicable.
(vi) The registrant has requested that C&L furnish it with a letter addressed
to the SEC stating whether or not they agree with the above statements.
A copy of such letter, dated July 15, 1997, is filed as Exhibit 16.1 to
this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable.
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(c) The following exhibits are filed with this report:
Exhibit Number Description
16.1 Letter from Coopers & Lybrand L.L.P. dated July
15, 1997.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: July 18, 1997 MAUI USA INC.
By:/s/ Myron O. Kirkeby
Myron O. Kirkeby
President, Chief Executive
Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description
16.1 Letter from Coopers & Lybrand L.L.P. dated July
15, 1997
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EXHIBIT 16.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: MAUI USA, INC.
COMMISSION FILE NUMBER 033-55254-34
July 15, 1997
Gentlemen:
We have read the statements made by Maui U.S.A., Inc. (copy attached), which
we understand have been filed with the Commission, pursuant to Item 4 of Form
8-K/A, as part of the Company's Form 8-K/A report for the month of July 1997.
We agree with the statements concerning our Firm in such Form 8-K/A.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
