<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                  FORM 10-Q/A
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended                            Commission File Number
       March 31, 1999                                            #0-27480


                           LAHAINA ACQUISITIONS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


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


          5895 Windward Parkway, Suite 220, Alpharetta, Georgia 30005
          ------------------------------------------------------------
          (Address, Including Zip Code, of Principal Executive Offices)


Registrant's Telephone Number, Including Area Code   (770) 754-6140

                                NOT APPLICABLE
                                --------------
        (Former Name, Former Address, and Former Fiscal Year If Changed
                               since Last Report)

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 or 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
                                                      ---        ---

Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practical date.


    Class of Common Stock                Outstanding at May 16, 1999
        no par value                          2,321,500 shares




<PAGE>   2

                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARIES
                               INDEX TO FORM 10-Q


<TABLE>
<CAPTION>
PART I       --  FINANCIAL INFORMATION                                                                PAGE

<S>              <C>         <C>                                                                      <C>
                 ITEM 1      Financial Statements

                             Consolidated Balance Sheets for March 31, 1999                              3
                             and for December 7, 1998

                             Consolidated Statements of Operations for the                               4
                             Three Months Ended March 31, 1999 and for the
                             Period from Inception to March 31, 1999

                             Consolidated Statements of Changes in Shareholders'                         5
                             Equity for the Period from Inception to
                             March 31, 1999

                             Consolidated Statements of Cash Flows for the                               6
                             Period from Inception to March 31, 1999

                             Notes to Consolidated Financial Statements for                              7
                             the Period from Inception to March 31, 1999

                 ITEM 2      Management's Discussion and Analysis of Financial                          13
                             Condition and Results of Operations

PART II      --  OTHER INFORMATION

                 ITEM 6      Exhibits and Reports on Form 8-K                                           15

SIGNATURES
</TABLE>


                                      -2-
<PAGE>   3
                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS




<TABLE>
<CAPTION>
                                                              MARCH 31, 1999
                                                               (UNAUDITED)     DECEMBER 7, 1999
                                                              --------------   ----------------
<S>                                                           <C>              <C>
ASSETS
  Current Assets
     Cash...................................................    $   50,604        $       --
     Accounts Receivable....................................        31,000                --
     Prepaid Expenses.......................................        12,781            17,281
     Note Receivable........................................            --                --
     Escrow Funds...........................................        31,000            30,000
                                                                ----------        ----------
  Total Current Assets......................................       125,385            47,281
  Fixed Assets
     Land...................................................       400,000           400,000
     Buildings..............................................     2,434,289         2,403,623
     Equipment..............................................       150,279           143,738
     Accumulated Depreciation...............................       (55,179)          (24,389)
                                                                ----------        ----------
  Total Fixed Assets........................................     2,929,389         2,922,972
  Other Assets
     Offering Costs & Reserve...............................       139,251                --
     Notes Receivable.......................................       149,700                --
     Other..................................................        22,500                --
                                                                ----------        ----------
                                                                   311,451                --
TOTAL ASSETS................................................    $3,366,225        $2,970,253
                                                                ==========        ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Current Liabilities
     Accounts Payable.......................................       201,241             4,250
     Notes Payable -- Shareholder...........................       135,367                --
     Notes Payable -- Others................................       465,000           180,000
     Accrued Interest Payable...............................        27,400                --
     Other Current Liabilities..............................            --                --
     Security Deposits Payable..............................         9,000             9,000
                                                                ----------        ----------
  Total Current Liabilities.................................       838,008           193,250
  Long-Term Debt
     Note Payable -- Mortgage...............................     1,550,000         1,550,000
     Note Payable -- Convertible Debenture..................       775,000                --
                                                                ----------        ----------
  Total Long-Term Debt......................................     2,325,000         1,550,000
                                                                ----------        ----------
TOTAL LIABILITIES...........................................     3,163,008         1,743,250

SHAREHOLDERS' EQUITY
Preferred Series A Convertible Stock, 10,000,000 Shares
  Authorized, 1,910,000 shares Issued and Outstanding at
  March 31, 1999 (Unaudited) and December 7, 1998...........            --                --
Common Stock $1.00 Par Value, 500 Shares Authorized, 500
  Shares Issued and Outstanding at December 7, 1998.........            --               500
Common Stock, No Par Value, 800,000,000 Shares
  Authorized, 2,321,500 Shares Issued and Outstanding
  at March 31, 1999 (Unaudited).............................       603,004                --
Additional Paid-In capital -- Common Stock..................            --         1,247,069
Retained Deficit............................................      (399,787)          (20,566)
                                                                ----------        ----------
TOTAL SHAREHOLDERS' EQUITY..................................       203,217         1,227,003
                                                                ----------        ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY..................    $3,366,225        $2,970,253
                                                                ==========        ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      -3-

<PAGE>   4

                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                               From inception
                                                               (September 25,
                                             For the Three      1998) through
                                              Months Ended     March 31, 1999
                                             March 31, 1999      (Unaudited)
                                             ----------------------------------

  Revenue..............................       $    65,000         $   81,555
  Operating Expense ...................           158,144            355,102
                                              -----------         ----------
  Operating Loss ......................       $   (93,144)         $(273,547)
  Interest Expense.....................          (103,534)          (126,240)
                                              -----------         ----------
  Net Loss ............................          (196,678)          (399,787)
                                              -----------         ----------
  INCOME PER SHARE:
  Basic ...............................             (0.08)             (0.17)
  Shares for basic ....................         2,321,500          2,321,500
  Diluted .............................             (0.08)             (0.17)
  Shares for diluted ..................         5,298,798          5,298,798






























The accompanying notes are an integral part of these financial statements.


                                      -4-
<PAGE>   5

                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                             SERIES A PREFERRED      COMMON STOCK -- NO
                                           STOCK -- NO PAR VALUE         PAR VALUE         ADDITIONAL                   TOTAL
                                           ----------------------   --------------------    PAID-IN     RETAINED    STOCKHOLDERS'
                                             SHARES       AMOUNT     SHARES       AMOUNT    CAPITAL      DEFICIT       EQUITY
                                           ----------     -------   ---------     ------   ----------   ---------   -------------
<S>                                        <C>            <C>       <C>           <C>      <C>          <C>         <C>
Balance at September 24, 1998 (date of
 inception)..............................         --       $  --           --     $  --    $       --   $      --    $       --
Issuance of common stock.................         --          --          500       500            --          --           500
Non-cash capital contributions...........         --          --           --        --     1,247,069          --     1,247,069
Net loss.................................         --          --           --        --            --     (20,566)      (20,566)
                                           ---------       -----    ---------     -----    ----------   ---------    ----------
Balance at December 7, 1998..............         --          --          500       500     1,247,069     (20,566)    1,227,003
Adjustment for Merger....................         --          --           --      (500)          500          --            --
                                           ---------       -----    ---------     -----    ----------   ---------    ----------
Balance at December 7, 1998, as adjusted.         --          --          500        --     1,247,569     (20,566)    1,227,003
Cash Distribution........................         --          --           --        --      (667,500)         --      (667,500)
Issuance of common/preferred stock for
 acquired company........................  1,910,000          --    2,246,500        --        (7,065)         --        (7,065)
Net Loss.................................         --          --           --        --            --    (182,543)     (182,543)
                                           ---------       -----    ---------     -----    ----------   ---------    ----------
Balance at December 31, 1998
 (Unaudited).............................  1,910,000          --    2,246,500        --       573,004    (203,109)      369,895
Issuance of common stock.................         --          --       75,000        --        30,000          --        30,000
Net Loss.................................         --          --           --        --            --    (196,678)     (196,678)
                                           ---------       -----    ---------     -----    ----------   ---------    ----------
Balance at March 31, 1999 (Unaudited)....  1,910,000       $  --    2,321,500     $  --    $  603,004   $(399,787)   $  203,217
                                           =========       =====    =========     =====    ==========   =========    ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.



                                      -5-
<PAGE>   6

                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                     From Inception
                                                                     (September 25,
                                                                     1998) through
                                                                     March 31, 1999
                                                                      (Unaudited)
                                                                  -------------------
<S>                                                                   <C>
Net loss ........................................................     $  (399,787)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
   Depreciation .................................................          30,790
   Expenses paid on behalf of the company by the majority
     shareholder.................................................          11,538
      (Increase) decrease in:
      Accounts receivable........................................         (31,000)
      Prepaid expenses and other assets..........................         (16,446)
      Escrow funds     ..........................................          (1,000)
      Notes payable..............................................        (149,700)
      Offering costs........... .................................        (139,251)
   Increase in accounts payable .................................         221,548
                                                                      -----------
Net cash used in operating activities ...........................        (473,308)
                                                                      -----------

CASH FLOWS USED IN INVESTING ACTIVITIES --
  capital expenditures ..........................................         (33,955)
                                                                      -----------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
      Proceeds from the issuance of notes payable................       1,195,367
      Proceeds from issuance of common stock ....................          30,000
      Cash distribution .........................................        (667,500)
      Repurchase and retirement of common stock .................              --
                                                                      -----------
Net cash provided by financing activities .......................         557,867
                                                                      -----------

Net increase in cash ............................................          50,604

Cash at beginning of period......................................              --
                                                                      -----------
Cash at end of period ...........................................     $    50,604
                                                                      ===========

Supplemental disclosure of non-cash items

  Non-cash capital contribution by majority stockholder..........       1,247,569
                                                                      ===========

  Purchase of Lahaina Acquisitions, Inc. ........................     $    (7,065)
                                                                      ===========
</TABLE>

















   The accompanying notes are an integral part of these financial statements.

                                      -6-

<PAGE>   7

                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                   Period from Inception (September 25, 1998)
                             through March 31, 1999
                                  (Unaudited)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in
understanding the Registrant's financial statements. The financial statements
and notes are representations of the Registrant's management, who are
responsible for their integrity and objectivity. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.
All adjustments have been made that, in the opinion of management, are necessary
for a fair statement of the results of the interim period. Other than the
acquisition of Beachside Commons I, Inc. ("Beachside") described in Note O, all
adjustments made have been of a normal and recurring nature. These accounting
policies conform to generally accepted accounting principles and have been
applied in the preparation of the financial statements.

REGISTRANT'S ACTIVITIES AND OPERATING CYCLE

Lahaina Acquisitions, Inc. (the "Registrant") is engaged in real estate
development and property management. The Registrant's fiscal year ends
September 30.

On December 14, 1998, the Company acquired Beachside Commons I, Inc.
(Beachside) from Mongoose Investments, LLC ("Mongoose") in a transaction
accounted for as a reverse acquisition (see Note M "SIGNIFICANT EVENTS").

The Registrant's financial statements have been prepared in conformity with
principles of accounting applicable to a going concern. These principles
contemplate the realization of assets and liquidation of liabilities in the
normal course of business.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Registrant and
its wholly owned subsidiary, Beachside. All significant intercompany accounts
and transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Registrant considers all highly liquid investments with maturity of three
months or less to be cash equivalents for the purpose of determining cash flows.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is provided by
straight-line methods for financial reporting and accelerated methods for income
tax purposes over estimated useful lives, which range from 5 to 39.5 years.

NOTE B - ACCOUNTS RECEIVABLE

Accounts receivable includes stock subscriptions receivable of $20,000 for
50,000 shares (total) of common stock per agreements with two directors.
Subsequently, the full amount has been received and the stock issues have been
delivered.

NOTE C - NOTES RECEIVABLE

  Notes receivable consists of two loans:

<TABLE>
<S>                                                                                  <C>
     An operating loan to a customer, secured by security interest in
     outstanding stock, due through December 31, 1999, bearing interest at a
     rate of prime plus three (3) percentage points (10.75% at March 31, 1999).      $89,700
</TABLE>


                                      -7-

<PAGE>   8
<TABLE>
<S>                                                                                  <C>
     An operating loan to 1st Southern Mortgage, secured by security interest
     in outstanding stock, due through December 31, 1999, bearing interest
     at 10% per annum.                                                               $   60,000
</TABLE>

NOTE D - OFFERING COSTS - RESERVE

Offering costs reserve consists of costs incurred in preparation of the S-1
Registration Statement filing in the amount of $139,251. Upon completion of the
S-1 Registration Statement, these costs will be charged against the equity
accounts. If the S-1 Registration Statement is abandoned, these costs will be
expensed as administrative costs.

NOTE E - NOTES PAYABLE

The carrying amount of notes payable approximates fair value and is based on the
current rates available to the Registrant for debt of the same remaining
maturities with similar collateral requirements. Notes payable at March 31,
1999, consisted of the following:

<TABLE>
<S>                                                                                  <C>

Working capital loan from GCA Strategic Investment Fund, Ltd., dated January 19,
     1999, with notes to be funded to $300,000. The purchase price of the note
     is $850 per $1,000 par value amount purchased. The Registrant used $180,000
     of the credit line on January 19, 1999, which is due and payable April 22,
     1999. The Registrant used $60,000 of option notes on March 10, 1999, and
     $60,000 on March 31, 1999, with terms of 90 days from the date the option
     notes were funded.                                                              $  300,000
  Note payable, stockholder, consists of a revolving line of credit, due on
     demand to a related party, with a maximum borrowing facility of $300,000,
     bearing interest at 10%, unsecured, revolving line of credit, due on
     demand.                                                                         $  135,367

  Notes payable, others, consists of three notes, at an interest rate of 18%
     payable on demand, from individuals in the amounts of
     $95,000(2), $50,000, and $20,000.                                               $  165,000
</TABLE>

NOTE F - LONG-TERM DEBT

Long-term debt at March 31, 1999, consisted of the following:

<TABLE>
<S>                                                                                  <C>
  Note payable to Pacific Coast Investment Company (secured by a first mortgage
     on the Beachside Commons property), at an interest rate of 15% payable in
     monthly installments of interest only. The entire principal is due and
     payable November 11, 2003.                                                      $1,550,000
</TABLE>


                                      -8-
<PAGE>   9
<TABLE>
<S>                                                                                  <C>
  Note payable to GCA Strategic Investment Fund, Ltd.(1), dated December 4, 1998
     (secured by a second mortgage on the Beachside Commons property), and
     a $25,000 note payable to GCA Strategic Investment Fund, Ltd. dated
     November 4, 1998, both at an interest rate of 9%, maturing January 31, 2001
     with interest payable quarterly in arrears on the last day of March, June,
     September and December of each year until the maturity date.

     (Note O - Significant Events)                                                   $  775,000
     (Note Q - Subsequent Events)                                                    ----------
                                                                                     $2,325,000
                                                                                     ==========
</TABLE>


  (1) These notes include certain provisions, including issuance of warrants and
  conversion to common stock (see Form 8-K dated 12/28/98 for details). Such
  shares have been included in the computation of the fully diluted share
  amounts.

  (2) The amount reported is $10,000 greater than the amount reported for the
  same note in the Quarterly Statement on Form 10-Q, filed February 24, 1999.
  Due to a clerical error, the note was issued in the amount of $85,000 as
  opposed to the agreed upon $95,000.

Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
                    Year Ending
                     March 31                                                Amount
                    -----------                                              ------
                    <S>                                                     <C>
                       1999                                                    -0-
                       2000                                                    -0-
                       2001                                                  775,000
                       2002                                                    -0-
                       2003                                                 1,550,000
</TABLE>

NOTE G - SHAREHOLDERS' EQUITY

The components of shareholders' equity are as follows:


                                      -9-
<PAGE>   10
  Preferred stock consists of 9.5% cumulative preferred stock of no par value
  with a liquidation value at $1.00 per share for each outstanding share of
  Series A Preferred Stock. There are 10,000,000 shares of Series A Preferred
  Stock authorized with 1,910,000 shares issued and outstanding at March 31,
  1999. This stock may be converted into Common Stock of the Registrant at $1.00
  per share, or 1,910,000 shares, at the option of the holder.

  Common stock is voting stock with no par value. There are 800,000,000 shares
  authorized with 2,321,500 shares issued and outstanding at March 31, 1999.
  There are an additional 50,000 shares subscribed.

NOTE H - RELATED PARTY TRANSACTIONS

Included in current debt are loans to the Registrant from the majority
shareholder, Mongoose Investments, LLC, (Mongoose), 1st Southern Mortgage, the
Vice Chairman of which is a director of the Registrant and parties related to
Mongoose, in the following amounts:


<TABLE>
<S>                                                         <C>
  Mongoose                                                  $136,337
  1st Southern Mortgage                                       60,000
  Other related parties                                       70,000
</TABLE>

Mongoose owns 1,775,000 of the 2,321,500 shares of the Registrant's Common Stock
currently outstanding or approximately 76% of such shares. Mongoose has rights
to own an additional 1,910,000 additional shares of Common Stock upon conversion
of its Series A Preferred Stock.

NOTE I - INCOME TAXES

The Registrant has net operating loss carry-forwards of approximately $316,000
which are available to offset future taxable income. The loss carry-forwards
expire $8,000 in 2016, $46,000 in 2017, $53,000 in 2018 and $209,000 in 2019. A
valuation has been established in the full amount of the deferred tax benefit
resulting from the net operating loss carry-forwards for each of the periods
ending March 31, 1999.

NOTE J - EARNINGS PER SHARE

Basic earnings per share was calculated using the 2,321,500 shares outstanding
at March 31, 1999. Fully diluted shares would have been computed as follows:

<TABLE>
         <S>                                                                    <C>
         Shares outstanding at March 31, 1999                                   2,321,500
         Assumes conversion of the outstanding                                  1,910,000
           shares Series A Convertible Preferred Stock
         Assumes conversion of the $775,000 Convertible Debenture                 910,924
         Assumes exercise of the Warrant attached to the                           84,124
           Line of Credit
         Assumes exercise of the December 4, 1998 Warrant                          65,306
         Assumes exercise of the Warrant attached to the
           Convertible Debenture                                                    6,944
         Assumes exercise of the Right                                             25,000
                                                                                ---------
         Fully diluted shares                                                   5,298,798
                                                                                =========
</TABLE>




                                      -10-
<PAGE>   11
NOTE K - LEGAL PROCEEDINGS

The Registrant is party from time to time to various legal proceedings. The
Registrant currently has a claim arising out of the construction phase of the
Beachside project in the total amount of $30,000. While it expects to prevail
favorably in this proceeding, it has placed sufficient funds in escrow to
accommodate any liabilities in this matter. In the opinion of management, these
proceedings are expected to have no material impact on the Registrant's
financial position or results of operations.

NOTE L - RESERVE FOR DOUBTFUL ACCOUNTS

The Registrant has not taken any reserves for its accounts receivable or notes
receivable at this time, though it may change this policy in the future based on
its experiences with respect to collections.

NOTE M - SIGNIFICANT EVENTS

On December 14, 1998, the Registrant purchased all of the outstanding shares of
Beachside in a transaction accounted for as a reverse acquisition. In accordance
with the provisions of Staff Accounting Bulletin No. 97, Beachside was deemed to
be the accounting acquirer of Lahaina as its stockholders received the largest
portion of the voting rights in the combined corporation. The acquired company,
Lahaina, was recorded at its historical cost basis, as it was a shell company
prior to its acquisition of Beachside. A summary of the transaction follows.

Acquisition Transaction

On December 14, 1998, the Registrant purchased all of the outstanding stock of
Beachside from Mongoose. The purchase was deemed effective as of December 7,
1998. Beachside is the owner of a commercial real estate development located on
Fernandina Beach, Florida in the resort area of Amelia Island, Northeast
Florida.

The Registrant paid the following for the Beachside stock: 1,250,000 newly
issued shares of Common Stock of the Registrant; 1,910,000 newly issued shares
of Series A of Preferred Stock, of the Registrant which shares are convertible
into 1,910,000 shares of Common Stock; and $667,500 in cash, which was a portion
of the $750,000 borrowed in connection with this transaction by the Registrant
under the Original Note, before amendment.

At the same time, Mongoose purchased 750,000 shares of Common Stock from Paxford
Investments, Ltd., ("Paxford") an existing shareholder of the Registrant, for
$300,000. The Stock Purchase Agreement, the Original Note and the related
Securities Purchase Agreement, Registration Rights Agreement, Stock Pledge
Agreement and Warrant are attached as Exhibits or incorporated by reference to
this Form 10-Q.

As a result of the above transactions, a change in the control of the Registrant
has occurred in that Mongoose owns 1,775,000 shares of the 2,321,500 shares of
Common Stock currently outstanding or approximately 76% of such shares. Mongoose
could own an additional 1,910,000 shares of Common Stock upon conversion of its
Series A Preferred Stock. It is currently estimated that the conversion of the
convertible debenture and the exercise of the warrants will result in an
additional 1,200,000 to 2,100,000 shares of Common Stock being issued. According
to current estimates, the convertible debenture as amended will convert into
910,924 shares of Common Stock. The warrant attached to the line of credit is
exercisable for 84,124 shares of Common Stock, the warrant issued December 4,
1998 is exercisable for 65,306 shares of Common Stock, the warrant attached to
the convertible debenture is exercisable for 6,944 shares of Common Stock and
the Right is exercisable for 25,000 shares of Common Stock. Thus, after
conversion of all convertible securities, it is likely that the Registrant will
remain in the control of Mongoose for the foreseeable future. The Managing
Member of Mongoose is Richard P. Smyth.

The assets of Beachside consist of two buildings and unimproved real estate,
leases to tenants in the buildings and minimal operating capital. The


                                      -11-

<PAGE>   12

property is subject to (1) a first mortgage securing a loan in the amount of
$1,550,000 bearing interest at 15% per annum, principal and interest payable and
due December 1, 2001, and (2) a second mortgage in favor of GCA securing
repayment of the Note. Once the Note is converted to Common Stock the second
mortgage will be released. The Registrant intends to continue operating the
developed portion of the Beachside property and intends to initiate and complete
the development of the currently undeveloped portion of the Beachside property
when appropriate financing can be obtained.

Bridge Funding

In order to raise the cash portion of the purchase price for the Beachside
stock, the Registrant borrowed $750,000 from GCA. The costs associated with the
transaction were the payment of an $82,500 consulting fee to affiliates of the
Fund and the issuance of a Warrant to purchase 60,000 shares of Common Stock to
LKB Financial, LLC in satisfaction of amounts owed to it for broker/finder
services in connection with the transaction.

The Registrant has received additional operating loans from GCA Strategic
Investment Fund, Ltd. in the form of three ninety-day convertible notes that
total $300,000. The notes include up-front charges totaling $48,000. The charges
expensed during the six months ended March 31, 1999 totaled $25,500. The
remaining discount on these notes of $22,500 will be expensed in the subsequent
period.

NOTE N - Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 130, Reporting Comprehensive Income,
effective for fiscal years beginning after December 15, 1997. This statement,
which must be adopted by the Registrant by fiscal year ended September 30, 1999,
establishes standards for the reporting and display of comprehensive income and
its components in financial statements. Comprehensive income generally
represents all changes in shareholders' equity except those resulting from
investments by and distributions to owners. The Registrant believes it is in
compliance and this did not have any material impact on the Registrant.
Currently, no differences exist between the Registrant's net income or loss and
comprehensive net income or loss.

In June 1997, the FASB issued Statement of Financial Accounting Standards No.
131, Disclosures About Segments of an Enterprise and Related Information ("SFAS
No. 131"), effective for fiscal years beginning after December 15, 1997. This
statement, which must be adopted by the Registrant by fiscal year ended
September 30, 1999, established standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report information about
operating segments in interim financial reports. SFAS No. 131 also establishes
standards for related disclosures about products and services, geographic areas
and major customers. The Registrant believes it is in compliance and this did
not have any material impact on the Registrant

In March 1998, the American Institute of Certified Public Accounts ("AICPA")
issued Statement of Position 98-1, Accounting for the Costs of Computer Software
Developed For or Obtained For Internal Use ("SOP" No. 98-1"). SOP No. 98-1 is
effective for fiscal years beginning after December 15, 1998. SOP No. 98-1 will
require the capitalization of certain costs incurred after the date of adoption
in connection with developing or obtaining software for internal-use. The
Registrant believes it is in compliance and this did not have any material
impact on the Registrant.

NOTE O - SUBSEQUENT EVENTS

As of March 31, 1999, the Registrant had agreements for the acquisition of three
companies: Klein Real Estate Services ("KRES"), JP Concepts, Inc. ("JP
Concepts") and 1st Southern Mortgage ("1st Southern"). All transactions are
subject to the transfer of certain licenses.

The common stock subscribed has been issued. Subsequently, there are 2,321,500
shares outstanding.


                                      -12-
<PAGE>   13

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition of
the Registrant should be read in conjunction with the Registrant's Consolidated
Financial Statements and Notes thereto immediately preceding this section. This
discussion contains forward-looking statements based on current expectations
which involve risks and uncertainties. Actual results and the timing of certain
events may differ significantly from those projected in such forward-looking
statements due to a number of factors, including, but not limited to, the
possibilities that the demand for the Registrant's services may decline as a
result of possible changes in general and industry specific economic conditions
and the effects of competitive services and pricing, required financing may not
be available upon terms acceptable to the Registrant, in which case the
Registrant will not grow as expected, and such other risks and uncertainties as
are described in reports and other documents filed by the Registrant from time
to time with the Securities and Exchange Commission.

OVERVIEW

     The Registrant was formed with the intent to actively seek, locate,
evaluate, structure and complete mergers with or acquisitions of private
companies, partnerships or sole proprietorships. The Registrant intends to
implement a business strategy that will allow it to facilitate opportunistic
acquisitions or investment in real estate, related operations and businesses
with an emphasis on asset oriented opportunities, such as real estate equipment
or other physical assets.

     On December 14, 1998, the Registrant purchased all of the outstanding
shares of Beachside Commons I, Inc. ("Beachside") in a transaction accounted for
as a reverse acquisition. In accordance with the provisions of Staff Accounting
Bulletin No. 97, Beachside was deemed to be the accounting acquirer of Lahaina
as its stockholders received the largest portion of the voting rights in the
combined corporation. The acquired company, Lahaina, was recorded at its
historical cost basis, as it was a shell company prior to its acquisition of
Beachside.

     The acquisition of Beachside, whose main activity is real estate
development and redevelopment and investment in businesses within resort market
places, is consistent with that business strategy. Since inception, the
Registrant generated no revenues until its acquisition of Beachside.

RESULTS OF OPERATIONS

         Prior to December 14, 1998, the Registrant was a shell company and did
not conduct an active business, and its historical results of operations were
not meaningful. As a result of the Company's acquisition of Beachside on
December 14, 1998, which was accounted for as a reverse acquisition, the Company
has now become an operating entity.

Three Months Ended March 31, 1999

         For the three months ended March 31, 1999, the Registrant recorded
revenues totaling $65,000, primarily attributable to rental revenue from its
Beachside property. Operating expenses for the three months ended March 31, 1999
totaled $158,144, and are primarily expenses associated with operating
Beachside, and administrative costs. Net interest expense for the three months
ended March 31, 1999 totaled $103,534, principally relating to indebtedness
associated with the Beachside property as well as to new borrowings. The
Registrant recorded a net operating loss of $196,678 for the three months ended
March 31, 1999.

From Inception (September 25, 1998) through March 31, 1999

         For the period from inception (September 25, 1998) through March 31,
1999, the Registrant recorded revenues totaling $81,555, primarily attributable
to rental revenue from its Beachside property. Operating expenses for the period
from inception (September 25, 1998) through March 31, 1999 totaled $355,102, and
are primarily expenses associated with operating Beachside, as well as expenses
associated with consummation of the acquisition of Beachside and administrative
costs. Net interest expense for the period from inception (September 25, 1998)
through March 31, 1999 totaled $126,240, principally relating to indebtedness
associated with the Beachside property as well as to new borrowings. The
Registrant recorded a net operating loss of $399,787 for the period from
inception (September 25, 1998) through March 31, 1999.




                                      -13-
<PAGE>   14

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS AND SEASONALITY

As a result of the Registrant's limited operating history in resort development
and the emerging nature of the markets in which the Registrant competes, the
Registrant is unable to accurately forecast its revenues. The Registrant's
current and future expense levels are based predominantly on its operating
plans and estimates of future revenues and, while relevant to management for
planning purposes, should not be relied upon by potential investors. The
Registrant may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall. Accordingly, any significant shortfall in
revenues would likely have an immediate material adverse effect on the
Registrant's business, operating results and financial condition. Further, the
Registrant currently intends to substantially increase its operating expenses
to increase advertising, develop and offer new and expanded services, to fund
increased sales and marketing and customer service operations and to develop
its technology and systems. To the extent such expenses precede or are not
subsequently followed by increased revenues, the Registrant's operating results
will fluctuate and anticipated net losses in a given quarter may be greater
than expected.

The Registrant expects to experience significant fluctuations in its future
quarterly operating results due to a variety of other factors, many of which
are outside the Registrant's control. Factors that may adversely affect the
Registrant's quarterly operating results include, but are not limited to (i)
general economic conditions and economic conditions specific to the real estate
industry, (ii) the level of use of resort facilities as well as seasonal
fluctuation in vacationers' demands, (iii) the Registrant's ability to upgrade
and develop its systems and infrastructure and to attract new personnel in a
timely and effective manner, (iv) the amount and timing of operating costs and
capital expenditures relating to expansion of the Registrant's business,
operations and infrastructure, (v) governmental regulation, (vi) unforeseen
events affecting the industry, and (vii) the timing associated with the start,
completion and closing associated with the land development or construction
activities of the Registrant.

Due to the foregoing factors, quarterly revenues and operating results are
difficult to forecast, and the Registrant believes that period-to-period
comparisons of its operating results will not necessarily be meaningful and
should not be relied upon as an indication of future performance. It is likely
that the Registrant's future quarterly operating results from time to time will
not meet the expectations of security analysts or investors. In such event, the
price of the Registrant's Common Stock would likely be materially and adversely
affected.

LIQUIDITY AND CAPITAL RESOURCES

Prior to December 14, 1998, the Registrant was a shell company and did not
conduct an active business, and its historical results of operations were not
meaningful. As a result of the Company's acquisition of Beachside on December
14, 1998, which was accounted for as a reverse acquisition, the Company became
an operating entity.

At March 31, 1999, the Registrant had cash and cash equivalents totaling
$50,604. For the period from inception (September 25, 1998) through March 31,
1999, the Registrant used $473,308 of cash in operations, principally relating
to its net loss and to a decrease in notes payable of $149,700. An increase in
offering costs of $139,251 also contributed to cash flows used in operations.
Cash flows used in investing activities during the period from inception
(September 25, 1998) through March 31, 1999 totaled $33,955, attributable to
capital expenditures. Cash flows provided by financing activities during the
period from inception (September 25, 1998) through March 31, 1999 totaled
$156,651, of which $1,195,367 was provided by an increase in notes payable and
$667,500 was used for a cash distribution relating to the acquisition of
Beachside. The increase in notes payable is primarily attributable to the
issuance of $775,000 in convertible debentures.

The Registrant is not presently generating positive cash flow, and its
operations are presently consuming cash at a rate in excess of its present
ability to generate cash. The Registrant's operations will continue to consume
cash in excess of cash generated from operations for the foreseeable future.

The Registrant believes that its current cash, cash equivalents and its debt
arrangements will be sufficient to meet its anticipated cash needs for working
capital and capital expenditures for at least the next several months. However,
the Registrant's capital requirements depend on several factors, including the
level of acquisition activity and other factors. The timing and amount of such
capital requirements cannot accurately be predicted. If capital requirements
vary materially from those currently planned, the Registrant may require
additional financing sooner than anticipated. The Registrant has no commitments
for any additional financing, and there can be no assurance that any such
commitments can be obtained on favorable terms, if at all. Any additional equity
financing may be dilutive to the Registrant's shareholders and debt financing,
if available, may involve restrictive covenants with respect to dividends,
raising capital and other financial and operational matters which could restrict
its operations or finances. If the Registrant is unable to obtain additional
financing as needed, the Registrant may be required to reduce the scope of its
operations or its intended expansion, which could have a material adverse effect
on the Registrant's business, results of operations and financial condition.


                                      -14-
<PAGE>   15
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         The Registrant currently has a claim arising out of the construction
phase of the Beachside project in the total amount of $30,000, as reported in
the Registrant's Quarterly Statement on Form 10-Q, filed February 24, 1999.
There have been no material developments since the previous report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS


<TABLE>
<CAPTION>
Number          Description                                                                                    Page
<S>             <C>                                                                                            <C>

2.1             Stock Purchase Agreement dated December 3, 1998, by and between Lahaina Acquisitions, Inc.
                and Mongoose Investments, LLC (1)

2.2             Common Stock Purchase Warrant in the amount of 60,000 shares to be issued by Lahaina
                Acquisitions, Inc. and purchased by LKB Financial, LLC, expiring on December 20, 2003 (1)

2.3             Common Stock Purchase Warrant in the amount of 100,000 shares to be issued by Lahaina
                Acquisitions, Inc. and purchased by GCA Strategic Investment Fund, Ltd., expiring on January
                19, 2004

2.4             Common Stock Purchase Warrant in the amount of 15,000 shares to be issued by Lahaina
                Acquisitions, Inc. and purchased by LKB Financial, LLC, expiring on January 19, 2004

3.1             Articles of Incorporation (2)

3.2             Amendment to Certificate of Incorporation

3.3             Bylaws of the Registrant (2)

4.1             Securities Purchase Agreement dated December 7, 1998, by and between Lahaina Acquisitions,
                Inc. and GCA Strategic Investment Fund, Ltd. (1)

4.2             9% Convertible Note of Lahaina Acquisitions, Inc. payable to GCA Strategic Investment Fund,
                Ltd., in the principal amount of $750,000 (1)

4.3             Letter Agreement dated January 19, 1999 by and between Lahaina Acquisitions, Inc. and GCA
                Strategic Investment Fund, Ltd. amending 9% Convertible Note (3)

4.4             Registration Rights Agreement dated December 7, 1998, by and between Lahaina Acquisitions,
                Inc. and GCA Strategic Investment Fund, Ltd. (1)

4.5             Letter Agreement dated January 19, 1999 by and between Lahaina Acquisitions, Inc. and GCA
                Strategic Investment Fund, Ltd. confirming conversion of $25,000 Beachside Commons Note (3)

4.6             Working Capital Line dated January 1, 1999, by and between Lahaina Acquisitions, Inc. and
                GCA Strategic Investment, Ltd. (3)

4.7             Note Guaranty by Richard P. Smyth with respect to $300,000 of indebtedness of Lahaina
                Acquisitions, Inc. (3)

4.8             Line of Credit for up to $250,000 between Lahaina Acquisitions, Inc. and Mongoose
                Investments, LLC (3)

4.9             Form of Stock Certificate (2)

4.10            18% Note of Mongoose Investments, LLC payable to Elaine Oppenheimer, in the principal
                amount of $85,000. This note was transferred to Lahaina Acquisitions, Inc. on December 7,
                1998 (3)

4.11            18% Note of Mongoose Investments, LLC payable to Nancy Estroff Smyth, in the principal
                amount of $50,000.  This note was transferred to Lahaina Acquisitions, Inc. on December 7,
                1998 (3)

4.12            18% Note of Mongoose Investments, LLC payable to Nancy Estroff Smyth, in the principal
                amount of $20,000.  This note was transferred to Lahaina Acquisitions, Inc. on December 7,
                1998 (3)

10              Contract of Engagement dated January 19, 1999 by and between Lahaina Acquisitions, Inc. and
                LKB Financial LLC (3)
</TABLE>


                                      -15-



<PAGE>   16

<TABLE>
<CAPTION>
Number          Description                                                                                    Page
<S>             <C>                                                                                            <C>
27              Financial Data Schedule (for SEC use only)
</TABLE>

(1)      Incorporated by reference to the Registrant's Current Report on Form
         8-K, filed December 28, 1998.

(2)      Incorporated by reference to the Registration Statement on Form 10,
         filed December 29, 1995.

(3)      Incorporated by reference to the Quarterly Statement on Form 10-Q,
         filed February 24, 1999.

(B)      REPORTS ON FORM 8-K

         A report on Form 8-K was filed on February 10, 1999 reporting (i) a
         change in the Registrant's certifying accountant and (ii) that the
         company had formed, acquired or was in discussions to acquire a number
         of small businesses in order to complement its current operations and
         increase its overall size.


                                      -16-

<PAGE>   17
                                   SIGNATURES

         Pursuant to the requirements of the 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.

                                         (Registrant)

                                   By: /s/ L. Scott Demerau
                                       ----------------------------------
                                       Name:  L. Scott Demerau
                                       Title: President

October 29, 1999


                                      -17-