UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         For the quarterly period ended

                                December 31, 2000

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the transition period from ____to

                         Commission file number 0-27480

                           LAHAINA ACQUISITIONS, INC.
            ---------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


      Colorado                                                  84-1325695
  -----------------                                        -------------------
  (State or Other                                             (IRS Employer
  Jurisdiction of                                          Identification No.)
  Incorporation or
   Organization)


                        5895 Windward Parkway, Suite 220

                            Alpharetta, Georgia 30005

            ---------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (770) 754-6140

            ---------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

        Indicate by check mark whether the  Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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

        The number of outstanding  shares of the  Registrant's  Common Stock, no
par value per share, were 18,807,403 on January 29, 2001.






<PAGE>



                           LAHAINA ACQUISITIONS, INC.
                                   FORM 10-Q
                                      INDEX

                          PART I. FINANCIAL INFORMATION

                                                                         Page
                                                                       --------
  Item 1.    Financial Statements

             Consolidated Balance Sheets as of December 31, 2000           3
                and September 30, 2000

             Consolidated Statement of Operations for the Three            4
                Months Ended December 31, 2000 and December 31, 1999

             Consolidated Statement of Stockholders'                       5
                Equity

             Consolidated Statement of Cash Flows for the Three            6
             Months Ended December 31, 2000 and December 31, 1999

             Notes to Consolidated Financial Statements                    8

  Item 2.    Management's Discussion and Analysis of Financial            14
                Condition and Results of Operations

                            PART II. OTHER INFORMATION

  Item 1.    Legal Proceedings                                            17

  Item 2.    Changes in Securities and Use of Proceeds                    17

  Item 3.    Defaults upon Senior Securities                              17

  Item 4.    Submission of Matters to a Vote of Security                  17
                Holders

  Item 5.    Other Information                                            17

  Item 6.    Exhibits and Reports on Form 8-K                             17

             Signatures                                                   18

             Financial Data Schedule                                      21




                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           LAHAINA ACQUISITIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                                                               December 31,   September 30,
                                                                                                   2000          2000
                                                                                               ------------    ------------
                                                                                               (unaudited)
<S>                                                                                            <C>             <C>
ASSETS

Cash                                                                                           $  1,439,632    $    272,297
Certificates of deposit                                                                             115,297              --
Real estate held for sale                                                                         7,995,000              --
Real estate held for development                                                                  3,441,113       3,139,138
Foreclosed real estate                                                                              143,960         143,960
Mortgage loans held for sale, net                                                                23,739,595              --
Option to acquire real estate                                                                            --              --
Property and equipment, net                                                                         588,196         201,818
Accounts receivable                                                                                 218,699              --
Notes receivable, net                                                                                30,000       1,563,157
Due from related party                                                                               23,000          57,816
Goodwill, net                                                                                     4,555,747       1,575,433
Other assets                                                                                        275,733         530,131
                                                                                                ------------    ------------
         Total assets                                                                           $42,565,972     $  7,483,750
                                                                                                ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities:
    Accounts payable and accrued expenses                                                      $  3,040,265    $  2,146,968
    Accrued interest payable                                                                      1,176,730         472,350
    Notes payable - warehouse line                                                               23,844,723         642,442
    Notes payable                                                                                 9,905,970       5,581,253
    Due to related parties and stockholders                                                       3,296,167       2,255,269
    Deferred revenue                                                                                     --          65,710
    Other liabilities                                                                                    --              --
                                                                                               ------------    ------------
         Total liabilities                                                                       41,263,852      11,163,992
                                                                                               ------------    ------------
Commitments and contingencies

Redeemable stock:
    Common stock, no par value; 1,550,000 issued and outstanding
    at December 31, 2000 and September 30, 2000, entitled to redemption
    under certain circumstances                                                                   (193,845)       (421,145)
                                                                                               ------------    ------------
Stockholders' equity (deficit):
    Preferred series B convertible stock, 2,000,000 shares authorized,
    1,650,000 shares issued and outstanding                                                        1,650,000             --
    Common stock, no par value, 800,000,000 shares authorized, 16,957,543 and 15,305,763 shares
    issued and outstanding at December 31, 2000 and September 30, 2000, respectively
    Additional paid in capital                                                                    2,690,304        883,465
    Accumulated deficit                                                                          (2,844,339)    (3,142,562)
                                                                                               ------------    ------------
                                                                                                  1,495,965     (2,259,097)
    Less: Subscriptions receivable                                                                       --      1,000,000
                                                                                               ------------    ------------
        Total stockholders' equity (deficit)                                                      1,495,965     (3,259,097)
                                                                                               ------------    ------------
        Total liabilities and stockholders' equity (deficit)                                   $ 42,565,972    $ 7,483,750
                                                                                               ============    ============
</TABLE>


           See accompanying notes to consolidated financial statements




                                       3
<PAGE>

                           LAHAINA ACQUISITIONS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>
                                                                                                                    (a)
                                                                                          Three Months          Three Months
                                                                                             Ended                 Ended
                                                                                          December 31,          December 31,
                                                                                              2000                 1999
                                                                                          -------------         -------------
<S>                                                                                      <C>                   <C>
Revenue:
     Broker fee income                                                                    $  4,228,611          $  1,686,361
     Gain on sale of real estate option                                                             --                    --
                                                                                          ------------          ------------
          Total revenue                                                                      4,228,611             1,686,361
                                                                                          ------------          ------------
Operating expenses:
     Broker commissions                                                                      2,385,954             1,493,457
     Salaries and employee benefits                                                          1,242,332               299,456
     General and administrative                                                                665,074               247,006
     Professional expenses                                                                     194,445               140,462
     Occupancy expense                                                                         179,592                38,277
     Amortization of goodwill                                                                   74,911                14,513
     Property taxes                                                                             28,488                 9,515
     Depreciation and amortization                                                              42,697                 6,219
                                                                                          ------------          ------------
          Total operating expenses                                                           4,813,493             2,248,905
                                                                                          ------------          ------------
Operating loss                                                                                 584,882               562,544

Other expense (income):
     Gain on sale of note receivable                                                          (851,062)                   --
     Interest income                                                                          (583,246)               (5,439)
     Other income                                                                             (170,852)             (169,600)
     Interest expense                                                                          722,055               178,572
     Other expense                                                                                  --               104,049
                                                                                          ------------          ------------
                                                                                              (883,105)              107,582

                                                                                          ------------          ------------
Income before income taxes                                                                     298,223              (670,126)
Income taxes                                                                                        --                    --
                                                                                          ------------          ------------
Net income                                                                                $    298,223          $   (670,126)
                                                                                          ============          ============
Basic earnings per share                                                                  $       0.02           $     (0.04)
                                                                                          ============          ============
Diluted earnings per share                                                                $       0.01           $     (0.04)
                                                                                          ============          ============
Weighted average shares outstanding - basic                                                 18,237,814            16,217,343
                                                                                          ============          ============
Weighted average shares outstanding - diluted                                               21,013,654            16,217,343
                                                                                          ============          ============
</TABLE>

(a) Operating  results for the quarter ended  December 31, 1999 were adjusted in
the Company's Form 10-K filed for the year ended  September 30, 2000, to defer a
previously  recognized gain of $1,090,781 from the sale of certain real property
located in  Tennessee.  The gain was deferred  due to a change in  circumstances
which occurred after the filing of the Company's Form 10-Q for the quarter ended
December 31, 1999.  This change is more fully  disclosed in the  Company's  Form
10-K filed for the year ended  September  30, 2000.

                 See  accompanying  notes to consolidated financial statements


                                       4
<PAGE>

                           LAHAINA ACQUISITIONS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)
<TABLE>
                                                                                Additional
                                          Common Stock        Preferred Stock     Paid-in         Accumulated
                                      Shares     Amount    Shares   Amount        Capital           Deficit          Total
                                   -----------  --------  -------  -----------  -----------    ---------------  -------------
<S>                                <C>         <C>        <C>     <C>          <C>             <C>              <C>

Balance at September 30, 2000      15,305,763  $      --       --  $        --  $  (116,535)    $(3,142,562)     $ (3,259,097)

Collect subscriptions receivable      700,000         --       --           --    1,000,000              --         1,000,000

Preferred stock issued on purchase
of real property                           --         --       --    1,650,000           --              --         1,650,000

Common stock issued on purchase
of United Mortgage                    951,780         --       --           --    1,806,839              --         1,806,839

Net income                                 --         --       --           --           --         298,223           298,223
                                   ----------   --------   -------   --------- ------------    ------------     -------------
Balance at December 31, 2000       16,957,543  $      --        -- $ 1,650,000  $ 2,690,304    $ (2,844,339)    $   1,495,965
                                   ==========   ========  ========  ==========  ===========    ============     =============
</TABLE>










           See accompanying notes to consolidated financial statements


                                       5
<PAGE>

                           LAHAINA ACQUISITIONS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)
<TABLE>

                                                                              Three Months          Three Months
                                                                                   Ended                Ended
                                                                                December 31,         December 31,
                                                                                    2000                 1999
                                                                              ---------------       ---------------
<S>                                                                          <C>                   <C>
Cash Flows from Operating Activities:
  Net income (loss)                                                          $     298,223         $    (670,126)
  Adjustments:
   Depreciation and amortization                                                   117,608                20,732
   Income related to restructuring of convertible notes                                 --              (147,438)
   Valuation adjustment related to note receivable                                (851,062)               83,180
   Changes in:
     Restricted cash                                                                    --              (219,723)
     Restricted certificates of deposit                                             (1,158)                 (358)
     Accounts receivable                                                           (14,652)                   --
     Mortgage loans held for sale                                                 (135,749)                   --
     Due from related party                                                         34,816                    --
     Other assets                                                                  419,411              (204,702)
     Accounts payable and accrued expenses                                        (202,129)               73,636
     Accrued interest payable                                                      402,791                70,603
     Deferred revenue                                                              (65,710)              (42,950)
   Purchase of options to acquire real estate                                           --               (21,292)
   Costs associated with development of real estate                                 38,242               (99,156)
   Decrease in amounts due from former shareholders of Accent
     Mortgage Services, Inc. under indemnity                                       227,299               (43,270)
                                                                              ------------           ------------
Net cash provided by (used in) operating activities                                267,930            (1,200,864)
                                                                              ------------           ------------
Cash Flows from Investing Activities:
   Purchase of property and equipment                                             (124,369)                   --
   Cash acquired in acquisitions                                                   984,428                    --
                                                                               ------------         ------------
Net cash provided by investing activities                                          860,059                    --
                                                                              ------------          ------------

Cash Flows from Financing Activities:
   Proceeds from issuance of notes payable                                          56,787               875,000
   Repayment of notes payable                                                     (402,441)             (200,000)
   Increase in amounts due to related parties                                      385,000               591,000
                                                                              ------------          ------------
Net cash provided by financing activities                                           39,346             1,266,000
                                                                              ------------          ------------

Net increase in cash                                                             1,167,335                65,136
Cash, at beginning of the period                                                   272,297                15,300
                                                                              ------------          ------------

Cash, at end of the period                                                    $  1,439,632          $     80,436
                                                                              ============          ============
</TABLE>



           See accompanying notes to consolidated financial statements


                                       6
<PAGE>

                           LAHAINA ACQUISITIONS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)
                                   (Continued)
<TABLE>
                                                                                           Three Months        Three Months
                                                                                               Ended               Ended
                                                                                           December 31,        December 31,
                                                                                               2000                1999
                                                                                          ---------------    ---------------
<S>                                                                                      <C>                <C>
Supplemental disclosures of cash flow information:
   Cash paid during the period for interest                                               $       219,174    $       162,744

Supplemental disclosures of non-cash transactions:
   Sale of Beachside Commons I, Inc.
     Real estate held for sale                                                                               $     3,650,000
     Notes payable assumed by purchaser                                                                      $     1,547,894
     Notes receivable                                                                                        $     2,028,057
     Other assets and liabilities assumed by purchaser, net                                                  $        74,049

   Other debt transactions
     Notes payable                                                                                           $       900,000
     Due to related parties and stockholders                                                                 $       900,000

Purchase of Swiss Air property
     Real estate held for sale                                                            $     (7,995,000)               --
     Note receivable transferred to seller                                                $      2,450,000                --
     Issuance of preferred stock                                                          $      1,650,000                --
     Issue note payable to seller                                                         $        385,000                --
     Cancel repayment of stock subscription receivable                                    $      1,010,000                --
     Note payable assumed by Company                                                      $      2,500,000                --


Purchase of United Capital Mortgage
     Goodwill                                                                             $     (1,948,773)               --
     Cash                                                                                 $       (848,663)               --
     Property and equipment                                                               $       (383,543)               --
     Issuance of common stock                                                             $      1,050,000                --
     Notes payable assumed                                                                $      2,000,000                --

Purchase of Cross Keys Capital
     Goodwill                                                                             $       (881,140)               --
     Cash                                                                                 $       (135,765)               --
     Property and equipment                                                               $        (49,900)               --
     Notes payable issued                                                                 $        425,000                --

</TABLE>



           See accompanying notes to consolidated financial statements


                                       7
<PAGE>



                           LAHAINA ACQUISITIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      Three Months ended December 31, 2000
                                   (Unaudited)

1. Summary of Significant Accounting Policies

Interim Reporting

     The  accompanying   unaudited  interim  condensed   consolidated  financial
statements  have been prepared by management in accordance  with the  accounting
policies  described in the Company's  Annual Report for the year ended September
30,  2000.  Certain  information  and  footnote  disclosures  normally  found in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted.   These  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements  and related notes  included in the  Company's  Annual Report on Form
10-K for the year ended September 30, 2000.

      The consolidated  financial  statements  included herein should be read in
conjunction with the consolidated  financial  statements and notes thereto,  and
the Independent Auditors' Report included in the Company's Annual Report on Form
10-K for the  fiscal  year ended  September  30,  2000 (the  "2000 Form  10-K").
Reference  is made to the  accounting  policies of the Company  described in the
notes to consolidated  financial  statements included in the 2000 Form 10-K. The
Company has consistently followed those policies in preparing this report.

2. Acquisitions, Divestitures and Merger Transactions

United Capital Mortgage Corporation

     Effective  October 1, 2000 the Company  purchased  United Capital  Mortgage
Corporation ("United Mortgage"), a 13-year old mortgage operation.  United has a
network of 13 traditional branch offices in Colorado, Nevada and Florida and has
a wholesale  operation  in New York.  The Company  believes the  combination  of
traditional  branches  and  cooperative  branches  will  enhance  its ability to
compete for borrowers.

Cross Keys Capital

     Lahaina acquired Cross Keys Capital, LP of Hershey, Pennsylvania on October
24, 2000. The  acquisition  marked the entry into the  traditional  construction
financing  arena.  This  is in  contrast  to  the  existing  brokerage  mortgage
operation. A key element to the transaction is access to Cross Key's $20 million
warehouse line for  construction  financing.  All originators  will now have the
opportunity to market construction financing for residential property.

Swiss Air Estates Purchase

     On December  29, 2000 the Company  acquired  the  personal  residence of L.
Scott Demerau,  Chairman,  CEO and President ("the Property") for  approximately
$8,000,000.  The  Board of  Directors,  including  four (4)  outside  Directors,
unanimously  approved the  transaction.  Mr.  Demerau  abstained  from the vote.
Payment  consisted  of the  assumption  of a  $2,500,000  first  mortgage on the
Property,  the issuance of $1,650,000  of preferred  stock to Mr.  Demerau,  the
transfer  of  the  Beachside  Commons  note  receivable  at a  stated  value  of
$2,450,000 to a corporate affiliate related to Mr. Demerau,  the cancellation of
$1,000,000  notes  receivable  for the exercise of 700,000  stock  options and a
promissory note to Mr. Demerau in the amount of $385,000.  This  transaction was
reported by the Company in its Form 8-K filed on January 5, 2001.  The  Property
is being  leased for a period of two years at an annual  rent of  $300,000  by a
real estate developer ("the  Developer") who had previously  purchased five lots
in Swiss Air Estates.  The Developer has temporarily  sub-leased the Property to
Mr.  Demerau.  The  developer  intends to use the Property as a showcase home to
launch development of the lots it has previously purchased.

                                       8
<PAGE>

     The Company acquired the Property for three principal  reasons.  First, the
Company  purchased  the  Property  in order for AMSI to meet asset  requirements
necessary to maintain its status as an approved HUD/FHA mortgage lender. Second,
the  Company  wished  to  improve  its  balance  sheet in order to allow  United
Mortgage  and Cross  Keys to expand  its  existing  lines of credit  Third,  the
Company   owns  five  vacant  lots  in  Swiss  Air  Estates  and   believes  the
circumstances of the sale of the Property will enhance its ability to sell these
lots.

Peachtree Industrial Boulevard

     A  creditor  with  a  second  lien  on  the  property  started  foreclosure
proceedings in a collection effort. The first lien holder initiated  foreclosure
proceedings  to  protect  his  interest  and in early  January  of 2001 took the
property in payment of the  outstanding  debt. The Company  suffered no material
economic impact as a result.

3. Real Estate Held for Development

     Real  estate held for  development  at  December  31, 2000  consists of the
following:

<TABLE>
        <S>                        <C>
        Land held for development   $ 2,560,850
        Costs to develop land           880,263
                                    -----------
                                    $ 3,441,113
                                    ===========
</TABLE>

4. Mortgage Loans held for Sale, net

     Mortgage  loans  held for sale in the amount of  approximately  $23,740,000
represent  mortgages  acquired by United Mortgage  resulting  from its  mortgage
brokerage  operations  and is offset by  corresponding  notes  payable under its
warehouse line.

5. Notes Receivable

Beachside

     The note receivable resulting from the sale of Beachside,  which had a face
value of $3,000,000, was recorded at September 30, 2000 at management's estimate
of its  fair  value of $  1,553,938.  The note  receivable  was used as  partial
consideration to purchase the personal residence of L. Scott Demerau,  Chairman,
CEO and President (see Note 2.) at a stated value of $2,450,000,  resulting in a
gain of $851,062 during the quarter ended December 31, 2000.

Reconciliation of notes receivable at December 31, 2000

<TABLE>
<CAPTION>                             Note             Deferred        Valuation      Notes Rec-
                                   Receivable            Gain          Allowance      eivable, Net
                                  -------------     -------------    -------------    -------------
<S>                              <C>               <C>              <C>              <C>

Tennessee property                $     900,000     $     900,000    $          --    $          --

Swiss Air                               600,000           600,000               --               --

Other                                    30,000                --               --           30,000
                                  -------------     -------------    -------------    -------------
Totals                            $   1,530,000     $   1,500,000    $          --    $      30,000
                                  =============     =============    =============    =============
</TABLE>


                                       9
<PAGE>

6. Goodwill

     Goodwill  represents  the  excess of cost over the net  assets of  acquired
businesses and is amortized using the  straight-line  method over ten to fifteen
years. Goodwill at December 31, 2000, consisted of the following:

        Purchase of United Mortgage                     $ 1,948,773
        Purchase of Accent Mortgage                       1,171,651
        Purchase of Paradigm Mortgage                       833,114
        Purchase of  Cross Keys Mortgage                    811,140
                                                        -----------
                                                        $ 4,764,678
        Less accumulated amortization                      (208,931)
                                                        -----------
        Goodwill, net                                   $ 4,555,747
                                                        ===========

7. Other Assets

     Other assets at December 31, 2000 consists of the following:

<TABLE>
<S>                                                            <C>
Prepaid expenses                                                $  158,961
Deposits                                                            60,170
Other                                                               56,602
                                                                ----------
                                                               $   275,733
                                                                ==========
</TABLE>

     Prepaid expenses consist  primarily of the unexpired  portions of insurance
policies  purchased by the Company in the ordinary  course of business and other
normal business expenses paid in advance of their use.

8.Notes Payable - warehouse line

     Notes Payable - warehouse line in the amount of  approximately  $23,845,000
represents  primarily  advances  taken by United  Mortgage  under its  revolving
financing  agreement  resulting  from its mortgage  brokerage  operations and is
offset by corresponding mortgage loans held for sale, net.

9. Notes Payable

    The Company has the following notes payable at December 31, 2000:

<TABLE>
                                                                         2000
                                                                      ----------
<S>                                                                  <C>
Real estate indebtedness:

Note payable secured by certain parcels of land held for
development, due September 1, 2002.  Interest only is payable
monthly at a rate of 9.5%.                                            $2,760,723

Note payable secured by certain parcels of land held for
development, due June 7, 2000.  Note is non-interest bearing.            550,000

Note payable secured by first deed of trust on land sold in
Tennessee. Annual payments of $40,000 including interest, are
due beginning August 10, 2000 through August 2005. Interest is
payable at a rate of 8.25%.                                              200,000

Note payable secured by first deed of trust on Swiss Air Estates,
due November 2004. Monthly payments of $24,500 including interest.
Interest is payable at a rate of prime.                                2,500,000

                                                                    ------------
Total real estate indebtedness                                         6,010,723
                                                                    ------------

                                       10
<PAGE>

General corporate indebtedness:

8% Note payable due September 25, 2000. Company may elect to pay
the note, plus accrued interest, with stock or cash. If the note
is not paid on or before date, the Holder may require conversion.
The note is secured by shares of the Company's common stock equal
to the number of shares issuable upon conversion.                        525,000

8% Note payable due October 25, 2000. Company may elect to pay
the note, plus accrued interest, with stock or cash. If the
note is not paid on or before date, the Holder may require
conversion. The note is secured by shares of The Company's common
stock equal to the number of shares issuable upon conversion.            500,000

8% Note payable due December 26, 2000. Company may elect to
pay the note, plus accrued interest, with stock or cash. If
the note is not paid on or before date, the Holder may require
conversion. The note is secured by shares of The Company's common
stock equal to the number of shares issuable upon conversion.            475,000

Note payable secured by certain parcels of real estate, due
April 8, 2000. Interest only is payable monthly at a rate of 15%.        161,750

Note payable secured by certain parcels of real estate, due
January 4, 2004. Interest only is payable monthly at a rate of 15%.      350,000

Note payable secured by a certain condominium unit, due March,
2004. Monthly payment $2,183. Interest adjustable at 9.75%.              244,387

Note payable related to the United Mortgage acquisition, due on
February 14, 2001.  Payable in full plus Interest at 7%.                  250,000

Note payable related to the United Mortgage acquisition,
due December 14, 2001.  Payable in 12 monthly payments of
$77,673 including interest at 7%.                                        822,077

Note payable related to the Cross Keys acquisition, due April 23, 2001.
Payable in full including interest at 6%. Convertible to common stock.   400,000

Other                                                                    167,033
                                                                    ------------
Total general corporate indebtedness                                   3,895,247
                                                                    ------------
     Total notes payable                                              $9,905,970
                                                                    ============

Due to related parties and stockholder, due on demand                 $3,296,167
at varying interest rates.
                                                                    ------------
     Total due to related parties and stockholders                   $ 3,296,167
                                                                    ============
</TABLE>


Conversion Provisions on the Convertible Notes

     The terms of the 8%  convertible  notes  issued by the  Company for general
corporate  indebtedness  state that the notes may be  converted by the holder at
any time, and contain certain other conversion provisions.  The conversion price
of these  notes is equal to 110% of the  average  closing bid price for the five
(5)  trading  days  immediately  prior to the  original  issuance  of the  note.
Conversion   prices  for  the   $525,000,   $500,000  and  $475,000   notes  are
$2.75,  $3.77 and  $2.03, respectively.  Conversion  would  therefore  result in
issuance of 190,909,  132,626 and 233,990 common shares, respectively.

     The terms of the convertible notes issued by the Company to related parties
and  stockholders  state  that the notes may be  converted  by the holder at any
time, and contain certain other conversion provisions.  The $459,586 convertible
note is  convertible  into common  stock of the Company at a  conversion  price
ranging from $0.875 to $0.940 per share (or approximately  506,430 shares).  The
$500,000  convertible  note is convertible into common stock of the Company at a
conversion price of $3.50 per share (or approximately 142,857 shares).

                                       11
<PAGE>

10. Commitments and Contingencies

Legal Proceedings

     In July and August 1998, AMSI acquired from SGE and related  entities notes
secured primarily by first security interests in residences. The selling entity,
SGE,  has been placed in  receivership  by Order of the  Superior  Court of Tift
County,  Georgia.  The receiver is charged with the  responsibility  of settling
competing  claims,  if any,  to loans  made and sold by SGE.  Many of the  loans
acquired  by the  Company  from SGE were later  sold to Matrix  Bank for a total
purchase  price of  $623,032.  Matrix Bank  contends  that some of the loans are
subject to competing claims or are non-performing  assets, and has demanded that
the Company reacquire these loans.

     The Company has  negotiated a settlement  with Matrix Bank in the amount of
$55,000.  Any losses  would be subject to  indemnification  from the former AMSI
shareholders. As of the date of this report the Company had $13,750 remaining to
pay under the settlement agreement.

     On  February  17,  2000,  the holder of  convertible  notes of the  Company
aggregating $1,250,000 sold the notes to Accent Associates, LLC, a related party
of the Company in exchange for new debt.  In an action filed January 10, 2001 in
the Superior Court of Fulton County,  Georgia, the holder asserted that $750,000
of this convertible  note is in default.  The holder is demanding of the Company
payment of $1,327,347 for principal and accrued interest related to the $750,000
convertible  note  based on a formula  of  conversion  which the  Company  is in
disagreement.

     In  addition,  the holder has  brought an action  against  the  Company for
payment  of  $550,000  under the terms of a  convertible  note  executed  by the
Company on January 7, 2000 which the holder claims is in default.  This $550,000
note was secured by a first  priority  deed to secure debt on Lot 4 of the Swiss
Air  Estates  and a second  priority  deed to secure  debt on Lot 8 of Swiss Air
Estates.  The Company has made an offer to the holder to transfer  Lot #4 to the
holder and pay $250,000 in full satisfaction of the note. As of the date of this
report, the holder has not accepted the offer.

        The Company is also subject to various litigation in the ordinary course
of business.  In the opinion of management,  resolution of such matters will not
have a significant effect on the financial position of the Company.

11. Segment Information

     Prior to October 1, 2000,  the Company  operated in two business  segments:
Mortgage Brokerage and Real Estate  Development.  With the acquisition of United
Mortgage in October 2000 (See Note R), the Company has added mortgage banking to
its services.  A further  description of each business segment, at September 30,
2000 and 1999, along with the corporate services area follows:

     Mortgage   Brokerage  -  provides  mortgage  brokerage origination
services  to  consumers  through  several  traditional  branch  offices  located
primarily in the Atlanta,  Georgia  metropolitan  area.

     Real  Estate  Development  - this  segment  is a  multi-state  real  estate
development  organization engaged in the acquisition,  development and sale of a
wide variety of real estate projects.

     Corporate - services include human resources, legal, accounting and various
other of the Company's unallocated overhead charges.

     The accounting  policies of the segments are the same as those described in
Note B, "Summary of  Significant  Accounting  Policies."  The Company  evaluates
performance  based on revenues and  operating  income  (loss) of the  respective
segments. There are no intersegment revenues.

                                       12
<PAGE>

     The following sets forth certain financial information  attributable to the
Company's business segments as of December 31, 2000:

<TABLE>
<CAPTION>                            Mortgage        Real Estate
                                    Brokerage        Development       Corporate          Total
                                  -------------     -------------    -------------    -------------
<S>                              <C>               <C>              <C>              <C>

Revenues                          $   4,228,611     $         --     $         --     $   4,228,611

Operating profit (loss)           $     133,216     $    (87,263)    $   (630,835)    $    (584,882)

Depreciation and amortization     $      36,058     $         --     $     81,550     $     117,608

Identifiable assets               $  33,517,319     $  3,581,318     $  5,467,335     $  42,565,972

Capital expenditures              $      15,139     $         --     $    109,230     $     124,369

</TABLE>


     The following sets forth certain financial information  attributable to the
Company's business segments as of December 31, 1999:

<TABLE>
<CAPTION>                             Mortgage        Real Estate
                                     Brokerage        Development      Corporate         Total
                                  -------------     -------------    -------------    -------------
<S>                              <C>              <C>               <C>              <C>
Revenues                          $  1,686,361     $         --      $         --     $  1,686,361

Operating loss                    $    (64,180)    $    (85,927)     $   (412,437)    $   (562,544)

Depreciation and amortization     $     21,872     $         --      $      4,876     $     26,748

Identifiable assets               $  3,875,814     $  2,340,734      $  1,267,202     $  7,483,750

Capital expenditures              $         --     $         --      $         --     $         --
</TABLE>

     Operating  results for the quarter ended December 31, 1999 were adjusted in
the Company's Form 10-K filed for the year ended  September 30, 2000, to defer a
previously  recognized gain of $1,090,781 from the sale of certain real property
located in  Tennessee.  The gain was deferred  due to a change in  circumstances
which occurred after the filing of the Company's Form 10-Q for the quarter ended
December 31, 1999.  This change is more fully  disclosed in the  Company's  Form
10-K filed for the year ended September 30, 2000. Segment information  presented
above as of and for the quarter  ended  December 31, 1999,  has been adjusted to
reflect this change.

12. Subsequent Events

Peachtree Industrial Boulevard

     A  creditor  with  a  second  lien  on  the  property  started  foreclosure
proceedings in a collection effort. The first lien holder initiated  foreclosure
proceedings  to  protect  his  interest  and in early  January  of 2001 took the
property in payment of the  outstanding  debt. The Company  suffered no material
economic impact as a result.


                                       13
<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
          Results of Operations

     The  following  discussion  and  analysis of the  financial  condition  and
results of  operations  of the Company  should be read in  conjunction  with the
unaudited  consolidated  financial statements and related notes thereto included
elsewhere in this report. This Management's Discussion and Analysis of Financial
Condition and Results of Operations and other parts of this Quarterly  Report on
Form  10-Q  contain   forward-looking   statements   that  involve  risks  and
uncertainties.  Those statements relate to dividends;  business plans,  programs
and trends; results of future operations; uses of future earnings;  satisfaction
of future cash  requirements;  funding of future growth;  acquisition plans; and
other  matters.  Words or phrases such as "will,"  "hope,"  "expect,"  "intend,"
"plan" or similar expressions are generally intended to identify forward-looking
statements.  Those statements  involve risks and uncertainties  that could cause
actual  results to differ  materially  from the results  discussed  herein.  The
principal  risks  and  uncertainties   that  may  affect  the  Company's  actual
performance and results of operations  include the following:  general  economic
conditions and interest rates;  adverse  weather;  changes in property taxes and
energy costs;  changes in federal income tax laws and federal mortgage financing
programs;  governmental  regulation;  changes in governmental and public policy;
changes in economic  conditions specific to one or more of the Company's markets
and  businesses;  competition;  availability  of raw  materials;  and unexpected
operations  difficulties.  Other  risks and  uncertainties  may also  affect the
outcome of the Company's actual  performance and results of operations.  Readers
are cautioned not to place undue reliance on the forward-looking statements made
in, or incorporated  by reference into, this Quarterly  Report on Form 10-Q or
in any document or statement referring to this Quarterly Report on Form 10-Q.

Results of Operations

FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 2000 COMPARED TO THE THREE MONTH
PERIOD ENDED DECEMBER 31, 1999

Revenues

     Revenues  for the  three-month  period ended  December  31,  2000,  totaled
$4,228,611  compared to $1,686,361 for the three-month period ended December 31,
1999.  This  increase of  $2,542,250  or 150.8% was due to the  acquisitions  of
United Mortgage, Paradigm and Cross Keys which occurred after December 31, 1999.
Revenues generated by these three acquisitions during the quarter ended December
31, 2000,  totaled  $2,792,046,  indicating  that revenue from  existing  Accent
operations  declined by $249,796 or 14.8%.  The decline in revenue from existing
Accent  operations  was due  primarily  to the  closing of several  unprofitable
branches.

Operating Expenses

     Operating  expenses  for the three month  period  ended  December  31, 2000
totaled  $4,813,493  compared to  $2,248,905  for the  three-month  period ended
December  31,  1999.  This  increase  of  $2,564,588  or  115.2%  was due to the
acquisitions  of United  Mortgage,  Paradigm and Cross Keys which occurred after
December  31,  1999.  Operating  expenses  generated  by  these  three  acquired
companies  during the quarter  ended  December  31,  2000,  totaled  $2,647,081,
indicating that operating expenses from existing  operations declined by $82,493
or 3.7%.  Approximately  $300,000  of the  decline in  operating  expenses  from
existing  operations  was due to the  closing of several  unprofitable  branches
offset by an increase of  approximately  $215,000 in operating  expenses for the
Company's corporate office. Increased expenses at the Company's corporate office
were the result of increased  staffing and  professional  fees to accomplish the
Company's growth.


                                       14
<PAGE>

Operating Loss

     Operating losses for the three month period ended December 31, 2000 totaled
$584,882  compared to $562,544 for the  three-month  period  ended  December 31,
1999.  This increase in operating  loss of $22,348 or 4.0% was, in part,  due to
approximately $250,000 in professional, legal and accounting fees related to the
acquisitions of United Mortgage and Cross Keys which occurred during the quarter
ended  December  31,  2000.  Also   contributing  to  the  operating  loss  were
organizational issues which the Company's management expects to resolve over the
next three to six months through the  consolidation  of facilities and personnel
thereby  reducing  operating  expenses.  In  addition,  the  Company  expects to
generate increased revenues since, with the acquisition of United Mortgage,  the
Company now has the ability to bundle and sell pools of  mortgages,  rather than
having to sell each mortgage separately.

Other Expense (Income)

     During the quarter ended December 31, 2000, the Company  recorded a gain of
approximately  $850,000  on the  exchange  of a note  receivable,  on which  the
Company  had placed a reserve  during the year ended  September  30,  2000,  for
certain real property  described more completely in Note 2. of this report.  The
note receivable was valued as  consideration  by the seller of the real property
at $2,450,000,  which is $550,000  below the  $3,000,000  face value of the note
receivable.  There  was no  comparable  transaction  during  the  quarter  ended
December 31, 1999.

     During the quarter ended December 31, 2000, the Company  recorded  interest
income of  approximately  $583,000  compared  to  approximately  $5,000  for the
quarter  ended  December 31, 1999.  This increase of  approximately  $578,000 is
primarily due to mortgage  interest income generated by the operations of United
Mortgage and is partially offset by interest expense  generated by the Company's
warehouse line of credit.  There was no comparable business operation during the
quarter ended December 31, 1999.

     During the quarter ended December 31, 2000, the Company  recorded  interest
expense of approximately  $722,000  compared to  approximately  $179,000 for the
quarter  ended  December 31, 1999.  This increase of  approximately  $543,000 is
primarily due to interest expense generated by the operations of United Mortgage
as mortgages are originated by borrowings  against the Company's  warehouse line
of credit and is partially  offset by interest income generated by the Company's
mortgage  origination  operations.  There was no comparable  business  operation
during the quarter ended December 31, 1999.

Net Income (Loss)

     The Company  recorded  net income of $298,223  for the  three-month  period
ended  December 31, 2000  compared to a loss of $(670,126)  for the  three-month
period ended  December 31,  1999.  Basic and diluted  earnings per share for the
three-month period ended December 31, 2000, were $0.02.and $0.01., respectively.
Basic and diluted loss per share for the  three-month  period ended December 31,
1999, was $(0.04).

Liquidity and Capital Resources

     The Company provided cash from operating  activities totaling $ 267,930 for
the three-month period ended December 31, 2000. The principal  component of cash
generated in operating activities was a decrease in other assets of $419,411, an
increase  in  interest  payable  of  $402,791  and the  Company's  net income of
$298,223. These favorable changes were offset by a non-cash gain on the exchange
of a note receivable in the amount of $851,062.

     The Company used cash in operating  activities totaling $ 1,200,864 for the
three-month  period ended  December 31, 1999.  The principal  components of cash
used in  operating  activities  were the  Company's  net loss of $670,126 and an
increase in restricted cash of 219,723. These unfavorable changes were partially
offset by an increase in accounts payable in the amount of $73,636.

     The Company provided cash from investing  activities totaling $ 860,059 for
the three-month period ended December 31, 2000. The principal  component of cash
provided cash from investing activities was cash obtained in the acquisitions of
United  Mortgage  and Cross  Keys in the  amount of  $984,828.  This  amount was
reduced by $124,369 used for the purchase of property and equipment.

                                       15
<PAGE>

     Cash  provided  from  financing   activities   totaled  $  39,346  for  the
three-month  period ended  December 31, 2000.  This amount  consisted of $56,787
from proceeds from  issuance of notes  payable  offset by $17,441  repayments on
notes payable.  Cash provided from financing  activities totaled $ 1,166,000 for
the for the three-month period ended December 31, 1999. This amount consisted of
$875,000  from  proceeds  from  issuance  of notes  payable  offset by  $200,000
repayments on notes  payable and an increase in the amounts due related  parties
of $591,000.

     Management's  plan is to continue to  restructure or refinance its existing
obligations, increase the volume of mortgage loans brokered through its mortgage
operations, develop and sell its various parcels of real estate and, ultimately,
to achieve sustainable profitability and positive cash flow.

     The  Company  intends to pursue  selected  acquisition  opportunities.  The
timing or success of any acquisition efforts is unpredictable.  Accordingly, the
Company is unable to  accurately  estimate  its  expected  capital  commitments.
Funding  for  future  acquisitions  will  likely  come  from  a  combination  of
additional borrowings and the issuance of additional equity.

New Accounting Standard

        In June 1998,  the Financial  Accounting  Standards  Board (FASB) issued
Statement of Accounting  Standard  ("SFAS") No. 133,  Accounting  for Derivative
Instruments  and Hedging  Activities,  which will  require  that all  derivative
financial  instruments  be  recognized as either  assets or  liabilities  on the
balance  sheet.  In June 1999,  the FASB  issued SFAS No.  137,  Accounting  for
Derivative  Instruments and Hedging  Activities - Deferral of the Effective Date
of SFAS No. 133,  which deferred the  implementation  of SFAS No. 133 until June
15, 2000.  SFAS No. 133 will be effective  for the  Company's  first  quarter of
fiscal 2001.  The Company is evaluating the effects of the new statement and how
to implement the new requirements.


                                       16
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

None.

Item 2.    Changes in Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.


Item 4.    Submission of Matters to a Vote of Security Holders

None.

Item 5.    Other Information

None.

Item 6.             Exhibits and Reports on Form 8-K

A.  Exhibits

Exhibit No.      Description of Exhibit

27.1               Financial Data Schedule

B.  Reports on Form 8-K

     During the quarter  ended  December  31, 2000,  the Company  filed with the
Commission the following reports on Form 8-K:

     Current  Report  on Form 8-K dated  November  21,  2000 and filed  with the
Commission on November 21, 2000 to disclose the  acquisition  of United  Capital
Mortgage, Inc. by the Company.

     Current  Report on Form 8-K/A  dated  December  27, 2000 and filed with the
Commission  on July 6,  2000 to  clarify  a  previous  filing  about a change in
Accountants.


                                       17
<PAGE>


                                    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 thereunto duly authorized.

                                    LAHAINA ACQUISITIONS, INC.

Dated: February 20, 2001                      By: /s/ L. Scott Demerau
------------------------                      ----------------------------------
                                              L. Scott Demerau
                                              President and Chief Executive
                                              Office


                                       18
<PAGE>