Securities and Exchange Commission 
                            Washington, D.C.  20549 
 
                                  Form 10-QSB 
 
 
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934 
 
     For the quarterly period ended June 30, 1997 
 
[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
     ACT OF 1934 
 
     For the transition period from ___________ to ___________. 
 
     Commission file number: 33-55254-34.  
<PAGE>






                                 MAUI USA, INC. 
       (Exact name of small business issuer as specified in its charter) 
 
            Nevada                      87-0485322   
 (State or other jurisdiction        (I.R.S. Employer 
of incorporation or organization)   Identification No.) 
 
           505 Front Street, Suite 233, Lahaina, Maui, Hawaii  96761 
           (Address of principal executive offices)       (Zip Code) 
 
 
                                (808) 667-0647 
                          (Issuer's telephone number) 
 
______________________________________________________ 
(Former name, former address and former fiscal year, if changed since last 
report) 
 
 
     Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such

shorter period that the registrant was required to file such reports), and (2)

has been subject to such filing requirements for the past 90 days.  Yes   X   

No      
 
     As of July 31, 1997, 8,000,000 shares of Class A Common Stock and 
2,000,000 shares of Class B Common Stock of the issuer were outstanding. 
<PAGE>






                                 MAUI USA, INC. 
 
                                     INDEX 
 
 
                                                            Page  
                                                            Number 
 
 
PART I - FINANCIAL INFORMATION 
 
   Item 1. Financial Statements . . . . . . . . . . . . . . 1 
 
          Consolidated Balance Sheets - June 30,  
          1997 and December 31, 1996  . . . . . . . . . . . 1 
 
          Consolidated Statements of Operations for the 
          Three Months Ended June 30, 1997 and 1996 . . . . 2 
 
          Consolidated Statements of Operations for the 
          Six Months Ended June 30, 1997 and 1996 . . . . . 3 
 
          Consolidated Statements of Cash Flows for the 
          Six Months ended June 30, 1997 and 1996 . . . . . 4 
 
          Notes to Consolidated Financial Statements  . . . 5 
 
   Item 2. Management's Discussion and Analysis of  
           Financial Condition and Results of Operations  . 6 
 
PART II - OTHER INFORMATION 
 
   Item 6(b).  Reports on Form 8-K  . . . . . . . . . . . . 8 
 
     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 9 
<PAGE>






                         PART I - FINANCIAL INFORMATION 
 
Item 1.   Financial Statements 
<TABLE> 
                                                     CONSOLIDATED BALANCE
SHEETS 
 
                                                        June 30,               
  December 31, 
                                                        1997                   
  1996       
                                                        (Unaudited) 
 
                                                               ASSETS 
<S>                                                     <C>                    
  <C>        
Cash (including restricted cash of 
  $23,430 and $1,846,840)                               $            70,460    
  $       1,916,104 
Land under development                                           28,095,180    
         22,082,317 
Furniture and equipment, net                                         13,074    
             12,268 
Other                                                               156,602    
             52,475 
 
    Total Assets                                        $        28,335,316    
  $      24,063,164 
 
                                                LIABILITIES AND STOCKHOLDERS'
EQUITY 
 
Accounts payable                                        $           547,056    
  $       1,542,343 
Advances from contractor                                          3,234,878    
                  - 
Bonds payable                                                       360,000    
                  - 
Note payable                                                     12,119,459    
         12,119,459 
Accrued interest payable                                          2,239,956    
          1,045,479 
Payable to affiliates                                             4,708,784    
          4,004,828 
 
    Total liabilities                                            23,210,133    
         18,712,109 
 
Stockholders' equity: 
    Common Stock  
      Class A, $.001 par value;  
      authorized - 25,000,000 shares 
      outstanding - 8,000,000 shares                                  8,000    
              8,000 
<PAGE>






      Class B, $.001 par value;  
      authorized - 5,000,000 shares,  
      outstanding - 2,000,000 shares                                  2,000    
              2,000 
    Additional paid-in capital                                    5,556,149    
          5,556,149 
    Accumulated deficit                                           (440,966)    
          (215,094) 
 
    Total stockholders' equity                                    5,125,183    
          5,351,055 
 
    Total liabilities and  
    stockholders' equity                                $       28,335,316     
  $      24,063,164 
 
</TABLE> 
                  The accompanying notes are an integral part 
                   of the consolidated financial statements. 
<PAGE>






                      CONSOLIDATED STATEMENTS OF OPERATIONS 
               FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996 
                                  (Unaudited) 
 
<TABLE> 
                                                               1997            
         1996 
<S>                                                            <C>             
         <C> 
Interest income                                           $        2,351       
   $       10,494 
 
Selling, general and  
administrative expenses                                        (111,580)       
         (49,488) 
 
Depreciation & amortization                                      (4,432)       
          (1,090) 
 
Interest expense                                                (15,148)       
                - 
 
         Net loss                                         $    (128,809)       
   $     (40,084) 
 
Loss per common share 
  Primary                                                 $      (0.013)       
   $      (0.004) 
 
</TABLE> 
 
                  The accompanying notes are an integral part 
                   of the consolidated financial statements. 
<PAGE>






                      CONSOLIDATED STATEMENTS OF OPERATIONS 
                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 
                                  (Unaudited) 
 
<TABLE> 
                                                               1997            
         1996 
<S>                                                            <C>             
         <C> 
Interest income                                           $       17,116       
   $       22,067 
 
Selling, general and  
administrative expenses                                        (219,189)       
         (94,074) 
 
Depreciation & amortization                                      (8,651)       
          (2,180) 
 
Interest expense                                                (15,148)       
                - 
 
         Net loss                                         $    (225,872)       
   $     (74,187) 
 
Loss per common share 
  Primary                                                 $      (0.023)       
   $      (0.007) 
 
</TABLE> 
 
                  The accompanying notes are an integral part 
                   of the consolidated financial statements. 
<PAGE>






                      CONSOLIDATED STATEMENTS OF CASH FLOWS 
                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 
                                  (Unaudited) 
<TABLE> 
                                                                               
 1997                    1996 
<S>                                                                        <C> 
                    <C>       
Cash flows from operating activities: 
 Net loss                                                                 
$(225,872)               $(74,187) 
 Adjustments to reconcile net  
  loss to net cash provided by  
  operating activities - 
   Depreciation and amortization                                              
8,651                    2,180 
   Changes in assets and liabilities: 
     Increase in receivable from  
     County of Maui                                                            
    -               (790,719) 
     Increase in land under development                                  
(6,012,863)             (1,620,502) 
     (Increase) decrease in other assets                                   
(110,385)                   5,502 
     Increase in accrued interest payable                                  
1,194,478                       - 
     Increase (decrease) in accounts  
    payable                                                                
(995,287)                 448,785 
 
     Net cash used in operating  
     activities                                                          
(6,141,278)             (2,028,941) 
 
Cash flows used in investing activities: 
 Purchases of furniture and equipment                                        
(3,200)                       - 
 
     Net cash used in investing activities                                   
(3,200)                       - 
 
Cash flows from financing activities: 
 Increase in advances from contractor                                      
3,234,878                       - 
 Proceeds from borrowings from  
 affiliates, net                                                             
703,956                 875,535 
 Proceeds from bonds payable                                                 
360,000                       - 
 
     Net cash provided by financing  
     activities                                                            
4,298,834                 875,535 
 
<PAGE>






Net increase (decrease) in cash                                          
(1,845,644)             (1,153,406) 
 
Cash at beginning of period (including  
restricted cash of $1,846,840  
and $1,142,872)                                                            
1,916,104               1,202,656 
 
Cash at end of period (including  
restricted cash of $23,428  
and $8,763)                                                                  
$70,460                 $49,250 
 
</TABLE> 
                  The accompanying notes are an integral part 
                   of the consolidated financial statements. 
<PAGE>






  
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
                                  (Unaudited) 
 
 
NOTE 1 -    BASIS OF PRESENTATION: 
 
In the opinion of management, the unaudited financial information included in 
this report contains all adjustments, consisting of normal recurring 
adjustments only, necessary for a fair presentation of the results of 
operations and cash flows for the interim period covered and the financial 
condition of the Company at the dates of the balance sheets.  The operating 
results for the interim period are not necessarily indicative of the results 
to be expected for the full fiscal year.  The accounting policies followed by 
the Company are set forth in Note 2 to the financial statements in the 
Company's Annual Report on Form 10-KSB for the year ended December 31, 1996. 
 
Reclassifications 
 
The Company reclassified the cash outflow related to the land under 
development from investing activities to operating activities on the Statement

of Cash Flows for the six months ended June 30, 1996 in order to conform to 
the presentation in the Statement of Cash Flows for the six months ended June 
30, 1997.  In addition, the Company reclassified the cash proceeds from 
borrowings from affiliates from operating activities to financing activities. 

Such reclassifications increased net cash used by operating activities by 
$2,496,037, decreased net cash used in investing activities by $1,620,502 and 
increased net cash provided by financing activities of $875,535. 
 
NOTE 2 -    MATERIAL COMMITMENTS: 
 
The Company has $2.1 million in outstanding commitments related to an $11.5 
million fixed price contract for mass grading and infrastructure construction 
(primarily utilities, sewage and roadways) for the Project.  The Company 
estimates that the mass grading and infrastructure construction will be 
substantially completed by September 1997.  In connection with this contract, 
the Company entered into an agreement dated July 25, 1996, whereby the Company

placed $4 million into escrow, of which approximately $23,428 remained as of 
June 30, 1997. 
 
The fixed price contract provides that the general contractor will not suspend

work or terminate the contract on account of nonpayment and will look solely 
to the $4 million initially deposited into escrow and the sales proceeds from 
future contracts of $50,000 per lot for payment of the contract.  During the 
second quarter, the general contractor funded $3,234,878 toward the land 
development project reflected as advances from contractor.  Interest shall 
accrue on all unpaid amounts at the First Hawaiian Bank prime rate in effect 
at the time payment became due. 
<PAGE>






  
Item 2.   Management's Discussion and Analysis of Financial  
          Condition and Results of Operations. 
 
Material Changes in Financial Condition 
 
Maui USA, Inc. (the "Company") is continuing with its development of three 
adjoining parcels of land, totaling approximately sixty acres, located at 
Kahana Ridge in West Maui (the "Project").  The expected completion date for 
the development of the Project is September 1997.  Costs incurred during the 
six month period ended June 30, 1997 relate to development of the 
infrastructure of the Project and capitalization of approximately $1.4 million

of interest related to notes payable.  This resulted in a significant increase

(approximately $6 million) in Land Under Development (as set forth on the 
Company's unaudited consolidated balance sheet).  The decrease in accounts 
payable from December 31, 1996 is primarily due to the paydown of accounts 
using the escrow funds and proceeds from advances from affiliates. 
 
Material Changes in Results of Operations 
 
The Company's selling, general and administrative expenses amounted to 
$219,189 for the six month period ended June 30, 1997, compared to $94,074 for

the corresponding 1996 period.  The Company's selling, general and 
administrative expenses amounted to $111,580 for the three month period ended 
June 30, 1997, compared to $49,488 for the corresponding 1996 period.  These 
increases in expense result from increased selling activities related to the 
Company's Kahana Ridge project, and for expenses incurred to pursue other 
potential business opportunities.  Interest expense for the three months ended

June 30, 1997 aggregating $15,148 relates primarily to the convertible bonds 
issued. 
 
Financing, Working Capital and Liquidity 
 
Upon completion of lot development expected in August 1997, the Company will 
begin lot sales.  $100,000 of proceeds from each lot sale will be paid to the 
investor; the next $50,000 of proceeds will be paid to the general contractor;

and the remainder will be paid to the investor until the mortgage loan is 
repaid in full.  Management expects working capital shortfalls for the 
Company's general and administrative and debt service payments required on 
their loan from a bank will continue to be funded by advances from affiliates.
<PAGE>






 Pursuant to a letter agreement, dated January 14, 1997, the Company acquired 
for $60,000 cash, subject to certain conditions, the right to purchase 
11,000,000 shares in Moomin Valley Corporation ("Moomin Valley") for $1.00 per

share.  Moomin Valley was founded to develop and operate a Moomin theme park 
at an existing agricultural theme park.  No development has yet occurred with 
respect to the proposed theme park.  However, management is pursuing 
discussions with financial institutions and institutional investors for the 
private placement of $18 million of five year convertible debt which would be 
used for the development of the theme park and general corporate expenditures.

 
On March 20, 1997, the Company issued $60,000 of convertible bonds at 6%, due 
March 31, 2002 to a single investor.  On April 22, 1997, another investor 
purchased $300,000 of convertible bonds from the Company with a five-year 
term, at 6%.  In addition, the bonds sold have warrants attached for the 
purchase of 60,000 shares of the Company's Class A common stock for $4.00 per 
share which expires on April 30, 1999. 
<PAGE>






  
                          PART II - OTHER INFORMATION 
 
    Item 6(b)  Reports on Form 8-K.. 
 
     Report on Form 8-K filed May 13, 1997, reporting Item 4 (Change in 
     Registrant's Certifying Accountant) and Item 7 (Exhibit 16.1 - Letter re 
     Change of Accountant). 
 
     Report on Form 8-K/A filed June 25, 1997, reporting Item 4 (Change in 
     Registrant's Certifying Accountant) and Item 7 (Exhibit 16.1 - Letter re 
     Change of Accountant). 
 
     Report of Form 8-K filed June 25, 1997, reporting Item 4 (Change in 
     Registrant's Certifying Accountant). 
<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: August 15, 1997        MAUI USA, INC. 
 
 
 
                              By:  /s/ Myron O. Kirkeby     
                                 Myron O. Kirkeby 
                                 President, Chief Executive  
                                 Officer and Secretary
<PAGE>