SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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


For the quarter ended December 31, 1997     Commission File No. 0-27480
                      -----------------                         -------

                           LAHAINA ACQUISITIONS, INC.
             (Exact name of registrant as specified in its charter)

         Colorado                                      84-1325695
(State of Incorporation)                  (IRS Employer Identification No.)


         5459 S. Iris Street, Littleton, Colorado              80123
         (Address of principal executive office)             (Zip Code)


       Registrant's telephone number, including area code: (303) 986-6923


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 such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 30 days.

Yes   X           No

The number of shares outstanding of registrant's Common Stock, no par value per
share, as of December 31, 1997 was 996,500.



<PAGE>


                                     PART I


ITEM 1.  FINANCIAL STATEMENTS













                            LAHAINA ACQUISITIONS, INC

                            INTERIM OPERATING RESULTS
                                   (unaudited)


<PAGE>
<TABLE>
<CAPTION>



                           Lahaina Acquisitions, Inc.
                                  BALANCE SHEET

                                                      ASSETS


                                                        December
                                                        31, 1997       September
                                                      (Unaudited)      30, 1997
                                                       ---------       ---------
<S>                                                      <C>           <C>  
Acquisition Cost Reimbursement
Receivable - Current                                     $28,547       $ 47,985

Organization costs - Non-current                          $  600        $   600

         Total Assets                                    $29,147       $ 48,585
         ============                                    =======       ========



                       LIABILITIES AND STOCKHOLDERS EQUITY

Liabilities

 Accrued Expenses                                         28,547         47,985
                                                          ------         ------
                                                          28,547         47,985

Stockholders equity
  Common stock, 800,000,000
   shares authorized no par value;
   996,500 shares issued and
   outstanding (Note A)                                    7,793          7,793

  Preferred stock, 10,000,000
   authorized, no par value                                   -0-            -0-

  Deficit Accumulated During the Development Stage        (7,193)        (7,193)
                                                          ------         ------

Total Stockholders' Equity                                   600            600


         Total Liabilities
         and Stockholders' Equity                        $29,147        $48,585
                                                        ========        =======
</TABLE>

See accompanying notes to the financial statements.

<PAGE>

                           Lahaina Acquisitions, Inc.
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)


                                            Three Months Ended December 31
                                           1997                         1996

Cash flows from operations:
  Net income (loss)                        $ (28,547)                $(1,260)
  Increase in accrued expenses             $  28,547                 $  -0-
                                           ---------                 -------

Net cash (used) from
 operating activities:                     $  -0-                    $(1,260)
                                           =======                   =======

Cash flows from investing
 activities:                               $  -0-                    $ -0-
                                           -------                   -------

Net cash (used) by
 investing activities:                     $  -0-                    $ -0-
                                           =======                   =======
Cash flows from financing 
  activities:                 
    Loan-officer                           $  -0-                    $ 1,260

Net cash (used) by financing
  activities:                              $  -0-                    $ 1,260
                                           =======                   =======

Beginning cash balance                        -0-                      -0-

Ending cash balance                           -0-                      -0-





See accompanying notes to the financial statements.
<PAGE>




                           Lahaina Acquisitions, Inc.
                             STATEMENT OF OPERATIONS
                                   (Unaudited)


                                                   Three Months
                                                 Ended December 31
                                           1997                     1996
                                           ----                     ----

Revenues
                                           $   -0-               $   -0-

Expenses
  Legal and accounting fees                28,297                 1,260
  Stock Transfers                              -0-                   -0-
  Printing                                    250                    -0-
                                              ---                 -----

Net Income (Loss)                        $(28,547)               (1,260)
                                          =======                ======


See accompanying notes to the financial statements.


<PAGE>


                           LAHAINA ACQUISITIONS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1997

Note A - Summary of Significant Accounting Policies

ORGANIZATION

Lahaina Acquisitions, Inc. (the "Company') was incorporated under the laws of
the State of Colorado in April 1989. The Company is in the development stage and
has had no operations.

The Company is in the development stage as more fully defined in Statement No. 7
of the Financial Accounting Standards Board. The Company intends to actively
seek, locate, evaluate, structure and complete mergers with or acquisitions of
private companies, partnerships or sole proprietorships.

In September 1989, the Company filed a Registration Statement with the United
States Securities and Exchange Commission to register 100,000 Units of its
securities sold to Coyote Acquisitions, Inc. Each Unit consists of one share of
Common Stock, five A Warrants and five B Warrants. In April 1991, the Company
canceled the 100,000 Units of its securities issued to Coyote Acquisitions, Inc.
since the Securities and Exchange Commission failed to clear the Registration
Statement.

In May 1991, the Company distributed 496,500 Units of its securities under the
provisions of Regulation D, Rule 504 on a pro rata basis to the shareholders of
St. Joseph Corp. Each Unit consists of:

   1 Share of common no par stock 
   2 Class A common stock purchase warrants 
   2 Class B common stock purchase warrants

Each Class A warrant entitles the holder to purchase one share of common stock
at $1.00 per share.

Each Class B warrant entitles the holder to purchase one share of common stock
at $1.50 per share.

These common stock purchase warrants expire May 10, 1999. The Company has the
right to redeem the warrant upon 30 days written notice at $.0001 per share.

On May 27, 1997, certain shareholders agreed to the cancellation of 800,000
Class A and Class B warrants owned directly and beneficially by them, leaving
193,000 Class A and Class B warrants outstanding. In July 1997 the Company sent
redemption notices to all warrant holders and accordingly, the warrants expired.

Professional fees of $450 were incurred in December 1995 for the audit for the
years ending September 30, 1995, 1994, 1993, 1992, 1991 and 1990. This expense
was paid by the President of the Company.
<PAGE>

Legal and additional accounting fees totaling $2,532 were incurred during March
through June, 1996 and were paid by the President of the Company. Additional
legal and accounting fees and stock transfer fees totaling $1,708 were incurred
during November 1996 through March 1997 and were also paid by the President of
the Company. In May 1997 the President forgave the accumulated loan payable to
him totaling $4,690, and the Company has recognized that amount as income.

In May and June 1997, other shareholders of the Company paid for stock transfer
fees and other expenses of the Company totaling $2,503.

During the year ended September 30, 1997, the Company was negotiating to acquire
Root Industries, Inc. The negotiations were terminated. Through September 30,
1997, the Company incurred related legal costs of $73,916, of which $25,931 was
reimbursed as agreed by the acquiree prior to September 30, 1997.

Through December 31, 1997, the Company incurred additional legal and printing
costs of $28,547 over any reimbursement by the acquiree during that period.

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

Results of Operations - Inception (April 5, 1989) through December 31, 1997.

         The Registrant is considered to be in the development stage as defined
in Statement of Financial Accounting Standards No. 7 There have been no
operations since incorporation.

Liquidity and Capital Resources.

         The Registrant has no cash as of December 31, 1997.

         There have been no material changes in the Registrant's results of
operations, since filing its Form 10-K with the Securities and Exchange
Commission on January 31, 1998. Said Form 10-K is incorporated herein by
reference.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable



<PAGE>


                                     PART I

ITEM 1.           LEGAL PROCEEDINGS

         There are no material legal proceedings pending or, to the knowledge of
management, threatened against the Company.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

         No constituent instruments defining the rights of the holders of any
class of registered securities of the Registrant have been materially modified.
No rights evidenced by any class of registered securities have been materially
limited or qualified by the issuance of modification of any class of securities.
There are no working capital restrictions or other limitations upon the payment
of dividends except as reported in the Registrant's Form 10.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

         There have been no material defaults in the payment of principal
interest, a sinking or purchase fund installment, or any other material default
not cured within thirty days, with respect to any indebtedness of the Registrant
or any of its significant subsidiaries exceeding five percent (5%) of the total
assets of the Registrant and its consolidated subsidiaries.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matter was submitted to security holders during the first quarter of
the fiscal year ended December 31, 1997.

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         Reports on Form 8-K

         On November 3, 1997, the Company engaged KPMG, 130 Dufferin Avenue,
Suite 1400, London Ontario, Canada, to act as the Company's independent
certified public accountant. KPMG replaces Doran Peck, C.P.A., P.C. who the
Company terminated its relationship with on October 30, 1997. On November 7,
1997, the Company filed a Form 8-K reporting a change of accountants. Said Form
8-K is incorporated herein by reference.

         On December 15, 1997, the Registrant engaged Millward & Co. CPAs, of
Fort Lauderdale, Florida, to act as the Registrant's independent certified
public accountant. Millward & Co. CPAs replaces KPMG who the Registrant
terminated its relationship with on December 15, 1997. On December 15, 1997, the
Company filed a Form 8-K reporting a change of accountants. Said Form 8-K is
incorporated herein by reference


<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 hereunto duly authorized.


                                                 LAHAINA ACQUISITIONS, INC.
                                                 (the "Registrant")


Date: _____________                              By:  /s/ Graham Cooper
                                                 ---------------------------
                                                 Graham Cooper, President



<PAGE>


                                  EXHIBIT INDEX

Exhibit
No.                        Description

27                         Financial Data Schedule