<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

<TABLE>
<S>                                                                                 <C>
For the Quarterly Period Ended December 31, 1998                                    Commission File Number #0-27480
                               -----------------                                                          ---------
</TABLE>

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

<TABLE>
<S>                                                                               <C>
            COLORADO                                                                        84-1325695
-------------------------------                                                   ---------------------------------
(State or Other Jurisdiction of                                                   (IRS Employer Identification No.)
Incorporation or Organization)
</TABLE>

                        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.

<TABLE>
<CAPTION>
         Class of Common Stock                                         Outstanding at February 19, 1999
         ---------------------                                         --------------------------------
         <S>                                                           <C>
              no par value                                                      2,246,500 shares
</TABLE>


================================================================================

<PAGE>   2
                  LAHAINA ACQUISITIONS, INC. AND SUBSIDIARIES
                              INDEX TO FORM 10-Q

<TABLE>
<CAPTION>


PART I  --       FINANCIAL INFORMATION                                                        PAGE
                                                                                              ----
<S>              <C>                                                                          <C>

                 ITEM 1    Financial Statements

                           Consolidated Balance Sheets for the Quarter Ended                    3
                           December 31, 1998 and at December 7, 1998

                           Consolidated Statements of Operations for the                        4
                           Period from Inception to December 31, 1998

                           Consolidated Statements of Cash Flows for                            5
                           the Period from Inception to December 31, 1998

                           Consolidated Statements of Changes in Shareholders'                  6
                           Equity

                           Notes to Consolidated Financial Statements for                       7
                           the Period from Inception to December 31, 1998

                 ITEM 2    Management's Discussion and Analysis of Financial                   12
                           Condition and Results of Operations

PART II --       OTHER INFORMATION

                 ITEM 1     Legal Proceedings                                                  14

                 ITEM 2     Changes in Securities and the Use of Proceeds                      14

                 ITEM 6     Exhibits and Reports on Form 8-K                                   16

SIGNATURES
</TABLE>



                                      -2-
<PAGE>   3


                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                         December 31, 1998
                                                            (Unaudited)            December 7, 1998
                                                         -----------------         ----------------
<S>                                                      <C>                       <C>
ASSETS
  Current Assets
    Cash ............................................... $       --                $       --
    Accounts Receivable ................................     16,555                        --
    Prepaid Expenses ...................................     31,378                    17,281
    Note Receivable ....................................     21,800                        --
    Escrow Funds .......................................     30,000                    30,000
                                                         ----------                ----------
  Total Current Assets .................................     99,733                    47,281

  Fixed Assets
    Land ...............................................    400,000                   400,000
    Buildings ..........................................  2,406,965                 2,403,623
    Equipment ..........................................    149,127                   143,738
    Accumulated Depreciation ...........................    (40,760)                  (24,389)
                                                         ----------                ----------
  Total Fixed Assets ...................................  2,915,332                 2,922,972

TOTAL ASSETS ........................................... $3,015,065                $2,970,253
                                                         ==========                ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Current Liabilities
    Accounts Payable ...................................     59,313                     4,250
    Notes Payable - Shareholder ........................     74,151                        --
    Notes Payable - Others .............................    155,000                   180,000
    Accrued Interest Payable ...........................     22,706                        --
    Security Deposits Payable ..........................      9,000                     9,000
                                                         ----------                ----------
  Total Current Liabilities ............................    320,170                   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 ......................................  2,645,170                 1,743,250

SHAREHOLDERS' EQUITY
Preferred Series A Convertible Stock, 10,000,000 Shares
  Authorized, 1,910,000 shares Issued and Outstanding
  at December 31, 1998 (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, 2,246,500 Shares Issued and Outstanding
  at December 31, 1998 (Unaudited) .....................         --                        --
Additional Paid-In Capital - Common Stock ..............    573,004                 1,247,069
Retained Deficit .......................................   (203,109)                  (20,566)
                                                         ----------                ----------
TOTAL SHAREHOLDERS' EQUITY .............................    369,895                 1,227,003
                                                         ----------                ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ............. $3,015,065                $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


<TABLE>
<CAPTION>

                                                               From Inception
                                                            (September 25, 1998)
                                                                  Through
                                                              December 31, 1998
                                                                 (Unaudited)
                                                              -----------------
<S>                                                           <C>
Revenue ...................................................   $          16,555
Operating Expense .........................................             196,958
                                                              -----------------
Operating Loss ............................................            (180,403)
Interest Expense ..........................................             (22,706)
                                                              -----------------
Net Loss ..................................................   $        (203,109)
                                                              =================
INCOME (LOSS) PER SHARE:
Basic .....................................................   $           (0.09)
Shares for Basic ..........................................           2,246,500
Diluted ...................................................   $           (0.09)
Shares for Diluted ........................................           5,342,424

</TABLE>



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



                                      -4-

<PAGE>   5
                    LAHAINA ACQUISITIONS INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                            From Inception
                                                                                            (September 25,
                                                                                            1998) through
                                                                                             December 31,
                                                                                                 1998
                                                                                             (Unaudited)
                                                                                            --------------
     <S>                                                                                    <C>
     Net loss                                                                                $ (203,109)
     Adjustments to reconcile net loss to net
        cash provided by operating activities:
        Depreciation                                                                             16,271
        Expenses paid on behalf of the company by the majority shareholder                       11,538
        (Increase) decrease in:
             Accounts receivable                                                                (16,555)
             Prepaid expenses                                                                   (12,543)
             Escrow funds                                                                            --
             Notes payable                                                                      (21,800)
             Offering costs                                                                          --
        Increase in accounts payable                                                             74,926
                                                                                             ----------
     Net cash used in operating activities                                                     (151,272)
                                                                                             ----------

     CASH FLOWS USED IN INVESTING ACTIVITIES-capital expenditures                                (5,379)
                                                                                             ----------

     CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from the issuance of notes payable                                             824,151
        Proceeds from the issuance of common stock                                                   --
        Cash distribution                                                                      (667,500)
        Repurchase and retirement of common stock                                                    --
                                                                                             ----------
     Net cash provided by financing activities                                                  156,651
                                                                                             ----------

     Net increase in cash                                                                            --

     Cash at beginning of period                                                                     --
                                                                                             ----------

     Cash at end of period                                                                   $       --
                                                                                             ==========

     Supplemental disclosure of non-cash items

        Non-cash capital contributions 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.


                                      -5-
<PAGE>   6



                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                               Series A Preferred Stock -    Common Stock -
                                      No Par Value            No Par Value       Additional                         Total
                               --------------------------  -------------------    Paid-In                       Stockholders'
                                  Shares         Amount     Shares      Amount    Capital     Retained 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              -  2,246,000          -      (7,065)                 -       (7,065)

Net Loss                                 -              -          -          -           0           (182,543)    (182,543)
                               -----------    -----------  ---------  ---------  ----------   ----------------  -----------

Balance at December 31, 1995
  (Unaudited)                    1,910,000    $         -  2,246,500  $       -  $  573,004   $       (203,109) $   369,895
                               ===========    ===========  =========  =========  ==========   ================  ===========
</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
 For the Period from Inception (September 25, 1998) through December 31, 1998
                                  (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. 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 K, "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 Lahaina
Acquisitions, Inc. 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 - NOTE RECEIVABLE

     Note receivable represents an operating loan
          to a customer, secured by security
          interest and outstanding stock, due
          through December 31, 1999, bearing
          interest at a rate of prime plus three
          (3) percentage points (10.75% at
          December 31, 1998).                               $21,800


NOTE C - 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 December 31,
1998, consisted of the following:

     Note payable, stockholder, consists of a
          revolving line of credit, due on demand
          to a related party, with a maximum
          borrowing facility of $300,000.00,
          bearing interest at 10%, unsecured,
          revolving line of credit,
          due on demand.                                   $74,151

                                      -7-
<PAGE>   8


<TABLE>

<S>  <C>                                                                   <C>
     Notes payable, others, consists of three
          notes, at an interest rate of 18%
          payable on demand, from
          individuals in the amounts of
          $80,000, $50,000, and $25,000.                                   $  155,000

NOTE D - LONG-TERM DEBT

Long-term debt at December 31, 1998, consisted of the following:

     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

     Note payable to GCA Strategies Investment
          Fund Limited(1), dated December 6,
          1998 (secured by a second mortgage
          on the Beachside Commons property), 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 K - Significant Events)
          (Note M - Subsequent Events)                                     $  775,000

     Note payable to Global Capital Advisors, Ltd.(1)
          dated November 4, 1998, at an interest
          rate of 12% maturing on May 3, 1999.
          (Note M - 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.


Maturities of long-term debt are as follows:
<TABLE>
<CAPTION>
               Year Ending
               December 31                                              Amount
               -----------                                              ------
               <S>                                                  <C>
                   1999                                                    -0-
                   2000                                                    -0-
                   2001                                                750,000
                   2002                                                    -0-
                   2003                                              1,550,000

</TABLE>
NOTE E - SHAREHOLDER'S EQUITY

The components of shareholder's equity are as follows:

     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 December
     31, 1998. 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 2,246,500 shares issued and outstanding at December
     31, 1998.

NOTE F - RELATED PARTY TRANSACTIONS



                                      -8-



<PAGE>   9
Included in current debt are loans to the Registrant from the majority
shareholder, Mongoose Investments, LLC, (Mongoose) and parties related to
Mongoose, in the following amounts:

<TABLE>
  <S>                                              <C>
  Mongoose                                         $74,151.00
  Other related parties                             70,000.00
</TABLE>

Mongoose owns 2,000,000 of the 2,246,500 shares of the Registrant's Common Stock
currently outstanding or approximately 89% 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 G - INCOME TAXES

The Registrant has net operating loss carryforwards of approximately $107,000
which are available to offset future taxable income. The loss carryforwards
expire $8,000 in 2016, $46,000 in 2017, and $53,000 in 2018. A valuation has
been established in the full amount of the deferred tax benefit resulting from
the net operating loss carryforwards for each of the periods ending December
31, 1998.

NOTE H - EARNINGS PER SHARE

Basic earnings per share was calculated using the 2,246,500 shares
outstanding at December 31, 1998. Fully diluted shares would have been
computed as follows:

<TABLE>
  <S>                                                          <C>
  Shares outstanding at December 31, 1998                      2,246,500
  Shares assumes conversion of the outstanding 1,910,000
    shares Series A Convertible Preferred Stock                1,910,000
  Assumes conversion of the $750,000 Convertible Debenture       882,353
  Assumes conversion of the $25,000 Note                          28,571
  Assumes conversion of the Warrant attached to the
    Line of Credit                                               200,000
  Assumes exercise of the 60,000 Share Warrant                    60,000
  Assumes conversion of the Warrant attached to the
    Convertible Note                                              15,000
                                                               ---------
  Fully diluted shares                                         5,342,424
                                                               =========
</TABLE>

NOTE I - LEGAL PROCEEDINGS

The Company is party from time to time to various legal proceedings. The
Company 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
favorable 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 Company's financial
position or results of operations.

NOTE J - RESERVE FOR DOUBTFUL ACCOUNTS

The Company 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 K - 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 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 Note and the
related Securities
                                      -9-
<PAGE>   10
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 2,000,000 shares of the 2,246,500 shares of
Common Stock currently outstanding or approximately 89% 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
Note and the exercise of a related will result in an additional 825,000 to
1,030,000 shares of Common Stock being issued. According to current estimates,
the Note as amended will convert into 910,924 shares of Common Stock. The
Warrant is exercisable for 60,000 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 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.

Change in Board of Directors

In connection with the change in control of the Registrant, the previous
Directors of the Registrant resigned, but, before resigning, elected Richard P.
Smyth, Gerald F. Sullivan, Sidney E. Brown, and D. Nelson Lester as Directors of
the Registrant. The Directors will be paid $500 per meeting held telephonically
and $1,000 per meeting held in person. Further, each Director has been allowed
to purchase $10,000 of the Company's Common Stock, restricted and priced as of
the day of the initial transaction, at $.40 per share, the price paid by
Mongoose for the Common Stock purchased from Paxford.

The Registrant is interviewing other persons for membership on the Board of
Directors.

The Registrant indemnifies the past and present Directors to the maximum extent
permitted by Colorado law.

Change in Financial and Business Position

As a result of the recent change in control, there has been a change in the
financial position of the Registrant. Prior to December 14, 1998, the Registrant
had virtually no assets and no operations. The Registrant now has assets,
primarily in the form of the commercial real estate holdings of Beachside, and
operates those holdings.

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.


                                      -10-
<PAGE>   11

NOTE L - 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 Company'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 M - SUBSEQUENT EVENTS

In January 1999, the Registrant reached an agreement with the holder of its
$25,000 note to convert it to the same terms as the $750,000 convertible
debenture with a maturity date of January 31, 2001. Therefore, the note was
included in long-term debt. In order to provide additional interim funding for
the Registrant in its development stage, the Registrant has entered into a
lending agreement with GCA Strategic Investment Fund, Ltd. This line provides
for funding of up to a maximum of $300,000 in accordance with certain terms and
conditions. The Fund is entitled to receive certain compensation for this line
including the issuance of up to 200,000 warrants, based on the amounts drawn on
the line, with a strike price of $2.60 per share of common stock. These shares
have been included in the fully diluted share computation. As of the date of
this filing, the Registrant has utilized $150,000 of this line. A copy of this
agreement in attached as an exhibit to this Form 10-Q.

                                      -11-
<PAGE>   12
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 on 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.

For the period from inception (September 25, 1998) through December 31, 1998,
the Registrant recorded revenues totaling $16,555, primarily attributable to
rental revenue from its Beachside property. Operating expenses for the period
from inception (September 25, 1998) through December 31, 1998 totaled
$196,958, and are primarily expenses associated with operating Beachside, as
well as expenses associated with consummation of the acquisition of Beachside.
Net interest expense for the period from inception (September 25, 1998) through
December 31, 1998 totaled $22,706, principally relating to indebtedness
associated with the Beachside property. The Registrant reported a net operating
loss of $203,109 for the period from inception (September 25, 1998) through
December 31, 1998.


                                      -12-
<PAGE>   13
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 has now
become an operating entity.

     At December 31, 1998, the Registrant did not have a cash balance. For the
period from inception (September 25, 1998) through December 31, 1998, the
Registrant used $151,272 of cash in operations, principally relating to its net
loss. Cash flows used in investing activities totaled $5,379, attributable to
capital expenditures. Cash flows provided by financing activities totaled
$156,651, of which $824,151 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, and 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.

RECENT DEVELOPMENTS

     In order to enhance the Registrant's ability to acquire, develop, renovate,
manage and sell its properties and other businesses and operations, the
Registrant has recently formed a subsidiary, Klein Real Estate Services, and has
entered into an agreement to acquire a mortgage brokerage operation based in
Gainesville, Georgia. The Registrant has entered into an agreement to acquire JP
Concepts, Inc., a provider of resort related hospitality services. These
additional acquisitions are all contingent on the successful transfer of the
associated licenses to the Registrant by the issuing governmental agencies.

                                      -13-
<PAGE>   14
                          PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     The Company is party from time to time to various legal proceedings. The
Company currently has a claim arising out 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 not expected to have a material impact on the Company's
financial position or results of operations.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

PREFERRED STOCK

     Pursuant to the Registrant's Amended and Restated Articles of
Incorporation, the Board of Directors has the authority, without further action
by the shareholders, to issue up to 10,000,000 shares of Preferred Stock in one
or more series and to fix the designations, powers, preferences, privileges,
and relative participating, optional or special rights and the qualifications,
limitations or restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption and liquidation preferences, any or
all of which may be greater than the rights of the Common Stock. The Board of
Directors, without shareholder approval, can issue Preferred Stock with voting,
conversion or other rights that could adversely affect the voting power and
other rights of the holders of Common Stock. Preferred Stock could thus
be issued quickly with terms calculated to delay or prevent a change in control
of the Registrant or make removal of management more difficult. Additionally,
the issuance of Preferred Stock may have the effect of decreasing the market
price of the Common Stock, and may adversely affect the voting and other rights
of the holders of Common Stock. 1,910,000 shares of Series A Preferred Stock
are currently outstanding. Although the Registrant has no current plans to
issue any additional shares of the Preferred Stock, such shares may be issued
in connection with subsequent acquisitions or financings.

TERMS OF SERIES A PREFERRED STOCK

     In connection with its acquisition of Beachside, the Registrant authorized
and issued shares of Series A Preferred Stock. These securities have
preferential rights over the rights of outstanding Common Stock. The rights,
preferences, and restrictions granted to and imposed on the Series A Preferred
Stock are set forth below.

     DIVIDEND PROVISIONS

     Subject to the rights of any series of Preferred Stock that may from time
to time come into existence, the holders of shares of Series A Preferred Stock
are entitled to receive dividends out of any assets legally available therefor,
prior and in preference to any declaration or payment of any dividend (payable
other than in Common Stock or other securities and rights convertible into or
entitling the holder thereof to receive, directly or indirectly, additional
shares of Common Stock of the Registrant) on the Common Stock of this
Corporation, at the rate of $0.095 per share, per annum (as adjusted for any
stock splits, stock dividends, recapitalizations or the like), payable when,
as, and if declared by the Board of Directors. Such dividends will be
cumulative. The holders of the outstanding Series A Preferred Stock can waive
any dividend preference that such holders shall be entitled to receive upon the
affirmative vote or written consent of the holders of a majority of the Series
A Preferred Stock.

     LIQUIDATION PREFERENCE

     In the event of any liquidation, dissolution or winding up of the
Registrant, either voluntary or involuntary, subject to the rights of any
series of Preferred Stock that may from time to time come into existence, the
holders of Series A Preferred Stock are entitled to receive, prior and in
preference to any distribution of any of the assets of the Registrant to the
holders of Common Stock by reason of their ownership thereof, an amount per
share equal to the sum of $1.00 for each outstanding share of Series A
Preferred Stock (the "Series A Liquidation Price"), plus declared but unpaid
dividends on such share (subject to adjust of such fixed dollar amounts for any
stock splits, stock dividends, combinations, recapitalizations or the like).
Upon completion of this distribution all of the remaining assets of the
Registrant available for distribution to shareholders shall be distributed
among the holders of Series A Preferred Stock and Common Stock pro rata based
on the number of shares of Common Stock held by each holder (assuming full
conversion of all shares of Series A Preferred Stock).

     Liquidation, dissolution or winding up of the Registrant shall be deemed
to be occasioned by, or to include (unless the holders of a majority of the
Series A Preferred Stock then outstanding shall determine otherwise), (i) the
acquisition of the Registrant by another entity by means of any transaction or
series of related transactions (including, without limitation, any
reorganization, merger or consolidation) that results in the transfer of fifty
percent or more of the outstanding voting power of the Registrant; or (ii) a
sale of all or substantially all of the assets of the Registrant. In any of
such events, if the consideration received by the Registrant is other than
cash, its value will be deemed its fair market value determined as set forth in
Amended and Restated Articles of Incorporation of the Registrant.

     REDEMPTION

                                      -14-
<PAGE>   15
     The Series A Preferred Stock is redeemable only at the election of the
Board of Directors of the Registrant upon 20 days notice to the holders of
Series A Preferred Stock at a price per share equal to the Series A Liquidation
Price plus accrued (whether or not declared) but unpaid dividends on each such
share.

  CONVERSION

     Each share of Series A Preferred Stock shall be convertible, at the option
of the holder thereof, at any time after the date of issuance of such share, and
until 5:00 p.m. Eastern Time of the day fixed for its redemption (the
"Conversion Rights"), at the office of the Registrant or any transfer agent for
such stock, into such number of fully paid and nonassessable shares of Common
Stock as is determined by dividing the Series A Liquidation Price by the
Conversion Price applicable to such share in effect on the date the certificate
is surrendered for conversion. The initial Conversion Price per share for shares
of Series A Preferred Stock shall be $1.00, subject to adjustment as set forth
in the Registrant's Amended and Restated Articles of Incorporation.

  AUTOMATIC CONVERSION

     Each share of Series A Preferred Stock shall automatically be converted
into shares of Common Stock at the Conversion Price at the time in effect for
such Series A Preferred Stock immediately upon the earlier of (i) the
Registrant's sale of its Common Stock in a firm commitment underwritten public
offering pursuant to a registration statement on Form S-1 or Form SB-2 under the
Securities Act of 1933, as amended, the public offering price of which was not
less than $10.00 per share (as adjusted for any stock splits, stock dividends,
recapitalizations or the like) and $10,000,000 in the aggregate or (ii) the date
specified by written consent or agreement of the holders of a majority of the
then outstanding shares of Series A Preferred Stock.

  VOTING RIGHTS

     The holder of each share of Series A Preferred Stock shall have the right
to one vote for each share of Common Stock into which such Series A Preferred
Stock could then be converted, and with respect to such vote, except as set
forth in the following paragraph, such holder (i) shall have full voting rights
and powers equal to the voting rights and powers of the holders of Common Stock,
(ii) shall be entitled to notice of any shareholders' meeting in accordance with
the bylaws of the Registrant, and (iii) shall be entitled to vote, together with
holders of Common Stock, with respect to any question upon which holders of
Common Stock have the right to vote. Fractional votes shall not, however, be
permitted and any fractional voting rights available on an as-converted basis
shall be rounded to the nearest whole number (with one-half being rounded
upward).

     The holders of shares of Series A Preferred Stock shall be entitled to
elect one director of the Registrant at each annual election of Directors. The
holders of Series A Preferred Stock and Common Stock (voting together as a
single class and not as separate series, and on an as-converted basis) shall be
entitled to elect any remaining Directors of the Registrant.

     Subject to the rights of any series of Preferred Stock that may from time
to time come into existence, so long as any shares of Series A Preferred Stock
are outstanding, the Corporation shall not, without first obtaining the approval
(by vote or written consent, as provided by law) of the holders of a majority of
the Series A Preferred Stock then outstanding voting together as a single class:

          (i)   sell, convey, or otherwise dispose of all or substantially all
     of its property or business or merge into or consolidate with any other
     corporation (other than a wholly-owned subsidiary corporation) or effect
     any transaction or series of related transactions in which more than fifty
     percent of the voting power of the Registrant is disposed of;

          (ii)  redeem purchase or otherwise acquire (or pay into or set aside
     for a sinking fund for such purpose) any share or shares of Preferred Stock
     or Common Stock; provided, however, that this restriction shall not apply
     to the repurchase of shares of Common Stock from employees, officers,
     Directors, consultants or other persons performing services for this
     Corporation or any subsidiary pursuant to agreements under which this
     Corporation has the option to repurchase such shares at cost or at cost
     upon the occurrence of certain events, such as the termination of
     employment;

          (iii) amend the Registrant's Articles of Incorporation or bylaws;

          (iv)  declare or pay any dividends on any shares of capital stock;

          (v)   do any act or thing which would result in taxation of the
     holders of shares of the Series A Preferred Stock under Section 305 of the
     Internal Revenue Code of 1986, as amended (or any comparable provision of
     the Internal Revenue Code as hereafter from time to time amended); or

          (vi)  authorize or issue, or obligate itself to issue, any other
     equity security, including any other security convertible into or
     exercisable for any equity security having a preference over, or being on a
     parity with, the Series A Preferred Stock with respect to dividends,
     liquidation or voting.


                                      -15-
<PAGE>   16


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)
     3.1      Amended and Restated Articles of Incorporation (2)
     3.2      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 Limited (1)
     4.2      9% Convertible Note of Lahaina Acquisitions, Inc. payable to GCA Strategic Investment Fund Limited,
              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       E-1
              Investment Fund, Ltd. amending 9% Convertible Note
     4.4      Registration Rights Agreement dated December 7, 1998, by and between Lahaina Acquisitions, Inc. and
              GCA Strategic Investment Fund Limited (1)
     4.5      Letter Agreement dated January 19, 1999 by and between Lahaina Acquisitions, Inc. and GCA Strategic       E-2
              Investment Fund, Ltd. confirming conversion of $25,000 Beachside Commons Note
     4.6      Working Capital Line dated January 19, 1999, by and between Lahaina Acquisitions, Inc. and GCA            E-3
              Strategic Investment Fund, Ltd.
     4.7      Note Guaranty by Richard P. Smyth with respect to $300,000 of indebtedness of Lahaina Acquisitions,       E-5
              Inc.
     4.8      Line of Credit for up to $250,000 between Lahaina Acquisitions, Inc. and Mongoose Investments, LLC        E-7
     4.9      Form of Stock Certificate (2)
     4.10     18% Note of Mongoose Investments, LLC payable to Elaine Oppenheimer, in the principal amount of           E-9
              $85,000. This note was transferred to Lahaina Acquisitions, Inc. on December 7, 1998.
     4.11     18% Note of Mongoose Investments, LLC payable to Nancy Estroff Smyth, in the principal amount of          E-11
              $50,000. This note was transferred to Lahaina Acquisitions, Inc. on December 7, 1998.
     4.12     18% Note of Mongoose Investments, LLC payable to Nancy Estroff Smyth, in the principal amount of          E-13
              $20,000. This note was transferred to Lahaina Acquisitions, Inc. on December 7, 1998.
    10        Contract of Engagement dated January 19, 1999 by and between Lahaina Acquisitions, Inc. and LKB           E-15
              Financial LLC
    27        Financial Data Schedule (for SEC use only)                                                                E-19
</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.


(B)      REPORTS ON FORM 8-K

         A report on Form 8-K was filed on December 28, 1998 reporting (i) a
         change in control of the Registrant, (ii) the acquisition of all of the
         stock of Beachside Commons I, Inc. from Mongoose Investments, LLC,
         (iii) a change in the location of company headquarters and (iv) the
         intention to file a Form S-1 Registration Statement.

         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