SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                           ________________________



                                   FORM 8-K



                                CURRENT REPORT


            Pursuant to Section 12(g) and Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  March 26, 1999



                         MADERA INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)




           Nevada                    0-16523                95-3769906
- ----------------------------   --------------------     -------------------
       (State or other         (Commission File No.)   (IRS Employer ID No.)
jurisdiction of incorporation)


2600 Douglas Road - Suite 1004, Coral Gables, FL                   33134
- -------------------------------------------------------            --------
    (Address of principal executive office)                       (Zip Code)


Registrant's telephone number, including area code: (305) 774-9411

Totally sequentially numbered pages in this document: 6

Exhibit index pages number: 3






Item 4.     Changing Accountants
- -------     --------------------

            On March 26, 1999,  the  Board of Directors  of  Registrant voted to
appoint  Sanson, Kline, Jacomino & Company, LLP  -  Certified Public Accountants
as  Auditors  for  the current year ending March 31, 1999.  An engagement letter
(See Exhibit "A" attached hereto)  was  signed  on  that same date engaging that
firm for the annual Audit.  This firm is located in Miami, Florida,  which makes
it more convenient to establish communication links.

            The  previous  Auditors,  Harlan & Boettger,  CPAs,  of  San  Diego,
California  had  been  the  Auditors for several years.  The Registrant notified
them of the desire to choose accountants  that were local and that had knowledge
of operations in Spanish Speaking environments.

            The  change  is  strictly a result of convenience for management and
for required communication skills  needed  when  conducting  business  in  rural
locations in South America.












                                  SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                       MADERA INTERNATIONAL, INC.



Date:  March 26, 1999                  /s/ Ramiro Fernandez-Moris
                                       ------------------------------
                                           Ramiro Fernandez-Moris, Chairman






                                     -2-




                                    EXHIBITS

1.    Exhibit "A" .................................. Engagement letter-Page 4-6

 













                                     -3-





SANSON, KLINE, JACOMINO & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS                               Tel.  (305) 442-2470
                                                           Fax   (305) 442-2850

Lejeune Centre 782 N.W. Lejeune Road Suite 650 Miami, Florida 33176


March 5, 1999

Madera International, Inc.
Regina Fernandez, Executive Vice President
2600 Douglas Road - Suite 1004
Coral Gables, Florida  33134

Dear Regina:

Thank you  for  meeting  with us to discuss the requirements  of our forthcoming
engagement.

We  will  audit  the balance sheet of Madera International, Inc. as of March 31,
1999 and the related statement of earnings, retained earnings and cash flows for
the year then ended.   Our  audit  will  be  made  in  accordance with generally
accepted auditing standards and will include our examining,  on  a  test  basis,
evidence  supporting  the  amounts  and disclosures in the financial statements,
assessing the  accounting principles used  and  significant  estimates  made  by
management, as well as evaluating the overall financial statement presentation.

The  objective  of  our engagement is the completion of the foregoing audit and,
upon their completion  and  subject  to  their  findings,  the  rendering of our
reports.   As you know, the financial statements are the responsibility  of  the
management of  your  organization who are primarily responsible for the data and
information set forth therein,  as well as for the maintenance of an appropriate
internal  control structure (which  includes  adequate  accounting  records  and
procedures to safeguard the organization's assets).  Accordingly, as required by
generally accepted  auditing  standards,  our  procedures will include obtaining
written confirmation from management concerning  important representations which
we will rely upon.

As  also  required  by  generally  accepted auditing standards, we will plan and
perform  our  audit to obtain reasonable,  but  not  absolute,  assurance  about
whether  the  financial  statements   are   free   of   material   misstatement.
Accordingly, any such audit is not a guarantee  of the accuracy of the financial
statements and is subject to the inherent risk that errors,  irregularities  (or
illegal acts),  if they exist, might not be detected.  If we become aware of any
such matters during the  course  of  our  audit,  we  will  bring  them  to your
attention.  Should you then wish us to expand our normal auditing procedures, we
would  be  pleased  to  work  with you to develop a separate engagement for that
purpose.

                                     -4-




Because many computerized systems use only two digits to record the year in date
fields (for example, the year 1998 is recorded as 98),  such  systems may not be
able  to process dates accurately in the year 2000 and after.   The  effects  of
this problem  will  vary  from  system  to  system  and  may adversely affect an
entity's operations as well as its ability to prepare financial statements.

An audit of financial statements conducted in accordance with generally accepted
auditing  standards  is  not  designed to detect whether a company's systems are
year 2000 compliant.   Further,  we  have  no  responsibility with regard to the
Company's efforts to make its systems, or any other  systems,  such  as those of
the Company's vendors, service providers, or any other third parties,  year 2000
compliant  or provide assurance on whether the Company has addressed or will  be
able to address  all  of  the  affected  systems  on a timely basis.   These are
responsibilities  of  the  Company's  management.   However,  for the benefit of
management,  we  may  choose to communicate matters that come to  our  attention
relating to the Year 2000 Issue.

While our audit will be conducted with due regard to the rules and regulation of
the Securities and Exchange Commission  relative  to  matters of accounting,  it
should  be understood that our report and the financial statements and schedules
are subject  to  review  by  the  Commission  and to their interpretation of the
applicable rules and regulations.

The  Private  Securities  Litigation  Reform  Act  of 1995 (the Act) has imposed
additional  responsibilities  on  SEC  registrants,  their  managements,   audit
committees and  boards of directors,  as well as  independent auditors regarding
the reporting of illegal acts that have or may have occurred.  During the course
of our audit,  well will ask you for specific  representations  about  this.  To
fulfill our responsibilities  under  the  Act,  we may need to consult with your
Counsel, or counsel of our choosing, about any such  illegal acts that we become
aware of.  Additional fees, including legal fees, if any, will be billed to you.
You agree to cooperate fully with any procedures that  we  may deem necessary to
perform.  

In  addition,  we  will  prepare  the federal and state tax returns for the year
ended March 31, 1999.  

Our agreement with you calls for a  specific  fee  of  $20,000.00,  plus out-of-
pocket  expenses  (review  of  prior  year  workpapers),  and  is  based  on the
understanding  that  your  staff  will  develop  that  data necessary to prepare
financial  statements  in  accordance   with   generally   accepted   accounting
principles.   Our  fee  will be billed in three installments:  $5,000.00 payable
upon signing of this agreement,  $5,000.00  upon the start of the fieldwork, and
$10,000.00 upon issuance of the financial statements.   This engagement includes
only those services specifically described in this letter and appearances before
judicial proceedings or governmental organizations, such as the Internal Revenue
Service, Securities and Exchange Commission or other regulatory bodies,  arising
out of this engagement will be billed to you separately.  



                                     -5-





We look forward to  providing  the services described in this letter, as well as
other accounting services agreeable to  us  both.   If you are in agreement with
the terms of this letter, please sign one copy and return it for our files.   We
appreciate the opportunity to continue to work with you.

Very truly yours,

SANSON, KLINE, JACOMINO & COMPANY, LLP


The foregoing letter fully describes our understanding and is accepted by us.

                                        MADERA INTERNATIONAL, INC.

DATE:____________________               _______________________________________














                                     -6-