MAUI USA INC
8-K/A, 1997-07-10
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 8-K/A

                                  CURRENT REPORT

                                 AMENDMENT NO. 1

                      PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                                  JUNE 26, 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
<PAGE>






   The Registrant hereby amends the following items, financial statements,
   exhibits or other portions of its Current Report on Form 8-K, dated June
   25, 1997, as set forth in the pages attached hereto.

   ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

             (a)  Not applicable

             (b)  Not applicable.

             (c)  The following exhibits are filed with this report:

   Exhibit Number                Description

        16.1                     Letter from Coopers & Lybrand L.L.P. dated
                                 June 26, 1997.
<PAGE>






                                    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 10, 1997                    MAUI USA INC.



                                      By:/s/ Myron O. Kirkeby
                                         --------------------
                                         Myron O. Kirkeby
                                         President, Chief Executive 
                                         Officer and Treasurer
<PAGE>






                                  EXHIBIT INDEX


   Exhibit Number                Description

        16.1                     Letter from Coopers & Lybrand L.L.P. dated
                                 June 26, 1997
<PAGE>









                                                               EXHIBIT 16.1




   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D.C.  20549

   RE:  MAUI U.S.A., INC.
        COMMISSION FILE NUMBER 033-55254-34

                                                          June 26, 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, as part of the Company's Form 8-K report for the month of June
   1997.  We agree with the statements concerning our Firm in such Form 8-K.

                                 Very truly yours,



                                 /s/ Coopers & Lybrand L.L.P.
<PAGE>








                        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):
                                  JUNE 25, 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
<PAGE>






   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 June 25, 1997 (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.  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 will be filed as an Exhibit
          to this Form 8-K when received.

   (b)    New independent accountants

          The Registrant re-engaged PW as its independent accountants as of
          June 19, 1997.
<PAGE>






                                    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: June 25, 1997          MAUI USA INC.



                                 By: /s/ Myron O. Kirkeby         
                                     --------------------
                                     Myron O. Kirkeby
                                     President, Chief Executive 
                                     Officer and Treasurer




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