UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q

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

                         For the quarterly period ended

                                 June 30, 2001

                                                       OR

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

                      For the transition period from ____to

                         Commission file number 0-27480

                           LAHAINA ACQUISITIONS, INC.

             (Exact Name of Registrant as Specified in Its Charter)


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


                        2500 Northwinds Parkway, Suite 350

                            Alpharetta, Georgia 30004

                    (Address of Principal Executive Offices)

                                 (770) 754-6140

              (Registrant's Telephone Number, Including Area Code)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         The number of outstanding shares of the Registrant's Common Stock, no
par value per share, was 23,114,493 on August 10, 2001.




                                        1

<PAGE>

                           LAHAINA ACQUISITIONS, INC.

                                   FORM 10-Q
                                      INDEX
                         PART I. FINANCIAL INFORMATION

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

             Consolidated Balance Sheets as of June 30, 2001
               and September 30, 2000                                  3

             Consolidated Statements of Operations for the Three
               and Nine Months Ended June 30, 2001 and
               June 30, 2000                                           4

             Consolidated Statement of Stockholders' Equity            5

             Consolidated Statements of Cash Flows for the Nine
               Months Ended June 30, 2001 and June 30, 2000            6

             Notes to Consolidated Financial Statements                8

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


                           PART II. OTHER INFORMATION

Item 1.      Legal Proceedings                                        18

Item 2.      Changes in Securities and Use of Proceeds                18

Item 3.      Defaults upon Senior Securities                          18

Item 4.      Submission of Matters to a Vote of Security Holders      18

Item 5.      Other Information                                        18

Item 6.      Exhibits and Reports on Form 8-K                         18

             Signatures                                               19






                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           LAHAINA ACQUISITIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
                                                                                   June 30,       September 30,
                                                                                      2001             2000
                                                                                ---------------   --------------
<S>                                                                             <C>               <C>
ASSETS
Cash and cash equivalents                                                        $  1,630,706     $    272,297
Real estate held for sale                                                           7,995,000                -
Real estate held for development                                                      246,565        3,139,138
Foreclosed real estate                                                                143,960          143,960
Mortgage loans held for sale, net of allowance for doubtful accounts               48,332,630                -                -
Property and equipment, net                                                         1,120,142          201,818
Accounts Receivable                                                                   628,740                -
Note receivable, net                                                                   30,000        1,563,157
Due from related party                                                                      -           57,816
Goodwill, net                                                                       4,374,130        1,575,433
Other assets                                                                          435,000          530,131
                                                                                ---------------   --------------
         Total assets                                                            $ 64,936,873      $ 7,483,750
                                                                                ===============   ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities:
    Accounts payable and accrued expenses                                        $  2,439,838      $ 2,146,968
    Accrued interest payable                                                          960,602          472,350
    Notes payable - warehouse line                                                 47,829,047          642,442
    Notes payable                                                                   5,230,978        5,581,253
    Due to related parties and stockholders                                         1,812,761        2,255,269
    Deferred revenue                                                                        -           65,710
                                                                                ---------------   --------------
         Total liabilities                                                         58,273,226       11,163,992
                                                                                ---------------   --------------
 Commitments and contingencies
 Redeemable stock:
    Common stock, no par value; 1,550,000 shares issued and
    outstanding at June 30, 2001 and September 30, 2000, entitled to redemption
    under certain circumstances                                                      (524,380)        (421,145)

                                                                                ---------------   --------------
Stockholders' equity (deficit):
    Preferred series B convertible stock, 2,000,000 shares authorized,
    1,650,000 shares issued and outstanding, convertible into common stock          1,650,000                -
    at $1.47 per share
    Common stock, no par value, 800,000,000 shares authorized, 21,163,510
    and 15,305,763 shares issued and outstanding at June 30, 2001 and
    September 30, 2000, respectively                                                        -                -
    Additional paid in capital                                                      6,540,742          883,465
    Accumulated deficit                                                            (1,002,715)      (3,142,562)
                                                                                ---------------   --------------
                                                                                    7,188,027       (2,259,097)
    Less:  Subscriptions receivable                                                                  1,000,000
                                                                                ---------------   --------------
    Total Stockholder's equity                                                      7,188,027       (3,259,097)
                                                                                ---------------   --------------
         Total liabilities and stockholders' equity (deficit)                    $ 64,936,873      $ 7,483,750
                                                                                ===============   ==============

</TABLE>
                See accompanying notes to consolidated financial statements



                                        3

<PAGE>
                           LAHAINA ACQUISITIONS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
                                              Three Months     Nine Months    Three Months      Nine Months
                                                  Ended           Ended           Ended            Ended
                                                 June 30,        June 30,        June 30,         June 30,
                                                   2001            2001            2000             2000
                                              -------------  -------------  -------------   --------------
<S>                                           <C>            <C>            <C>             <C>
 Revenue:
     Mortgage brokerage services               $ 6,341,204    $16,612,844    $ 2,893,131     $  6,753,618
     Real estate sales                             490,763        490,763      2,000,000        3,750,000
                                              -------------  -------------  -------------   --------------
          Total revenue                          6,831,967     17,103,607      4,893,131       10,503,618
                                              -------------  -------------  -------------   --------------
Operating expenses:
     Broker commissions                          2,838,232      7,941,566      2,502,567        5,796,186
     Cost of real estate sold                       53,314         53,314        498,086          693,615
     Salaries and employee benefits              1,260,697      3,751,883        614,548        1,268,938
     General and administrative                  1,520,085      3,735,470        275,517          965,226
     Professional expenses                         228,715        567,478        178,927          481,802
     Occupancy expense                             166,868        529,677         39,410          117,659
     Amortization of goodwill                       78,192        231,297         27,271           60,048
     Property taxes                                  1,462         34,406              -                -
     Depreciation and amortization                  42,365        127,427         19,727           33,811
                                              -------------  -------------  -------------   --------------
          Total operating expenses               6,189,930     16,972,518      4,156,053        9,417,285
                                              -------------  -------------  -------------   --------------
Operating income                                   642,037        131,089        737,078        1,086,333

Other expense (income):
     Gain on sale of note receivable                     -       (851,062)             -                -
     Interest income                                (4,126)      (101,993)       (15,000)         (15,000)
     Other income                                 (610,123)    (2,577,546)       (85,000)        (470,094)
     Interest expense                              240,015        814,093        191,870          573,842
     Other expense                                       -        707,750        172,058                -
                                              -------------  -------------  -------------   --------------
                                                  (374,234)    (2,008,758)       263,928           88,748
                                              -------------  -------------  -------------   --------------
Income before income taxes                       1,016,271      2,139,847        473,150          997,585
Income tax (benefit) expense                             -              -               -               -
                                              -------------  -------------  -------------   --------------
Net income                                     $ 1,016,271   $  2,139,847   $    473,150    $     997,585
                                              =============  =============  =============   ==============
Basic earnings per share                       $      0.05   $       0.11   $       0.03    $        0.08
                                              =============  =============  =============   ==============
Diluted earnings per share                     $      0.04    $      0.05   $       0.03    $        0.06
                                              =============  =============  =============   ==============
Weighted average shares outstanding - basic     20,232,132     17,963,934     13,557,769       13,226,360
                                              =============  =============  =============   ==============
Weighted average shares outstanding - diluted   23,215,398     22,845,568     18,306,917       17,874,252
                                              =============  =============  =============   ==============
</TABLE>

                See accompanying notes to consolidated financial statements

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

b) Operating results for the quarter ended March 31, 2000 were adjusted in
the Company's Form 10-K filed for the year ended September 30,2000, to defer a
previously recognized gain of $600,000 from the sale of certain real property
sold during the quarter.  The gain was deferred due to a change in circumstances
which occurred after the filing of the Company's Form 10-Q for the quarter ended
March 31, 2000.  This change is more fully disclosed in the Company's Form
10-K filed for the year ended September 30, 2000.


                                        4

<PAGE>


                           LAHAINA ACQUISITIONS, INC.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)

<TABLE>
                                                                               Additional
                                         Common Stock        Preferred Stock    Paid-in       Accumulated
                                      Shares    Amount    Shares   Amount       Capital         Deficit        Total
                                   ----------- -------- -------  ------------  ------------  -------------  ------------
<S>                               <C>         <C>       <C>     <C>           <C>           <C>            <C>

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

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

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

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

Stock issued in exchange for debt   4,205,967        --      --            --    3,850,438            --      3,850,438

Net income                                 --        --      --            --            -     2,139,847      2,139,847
                                   ---------- ---------  --------- ----------  ------------  -------------  ------------
Balance at June 30, 2001           21,163,510 $      --  1,650,000 $1,650,000  $ 6,540,742   $(1,002,715)   $ 7,188,027

</TABLE>


                See accompanying notes to consolidated financial statements




                                        5

<PAGE>

                           LAHAINA ACQUISITIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

<TABLE>
                                                                                Nine Months Ended      Nine Months Ended
                                                                                  June 30, 2001          June 30, 2000
                                                                                -----------------      -----------------
<S>                                                                             <C>                    <C>
Cash Flows From Operating Activities:
Net income                                                                      $      2,139,847        $       997,585
   Depreciation and amortization                                                         358,724                 93,859
     Income related to restructuring of convertible notes                                      -               (147,438)
     Income relating to forgiveness of debt                                                    -               (135,241)
     Valuation adjustment relating to note receivable                                          -                (34,296)
     Gain on sale relating to note receivable                                           (851,062)
     Gain on sale of real estate held for development                                   (327,763)            (1,965,604)
     Gain on sale of option to acquire real estate                                             -             (1,090,781)
     Interest income accrued on notes related to real estate sales                             -                (60,750)
     Proceeds from sale of real estate held for development                                    -                600,000
     (Increase) decrease in:
         Restricted cash                                                                (446,584)              (423,637)
         Restricted certificates of deposit                                                    -                   (358)
         Accounts receivable                                                              16,718                      -
         Mortgage loans held for sale                                                    (62,243)                     -
         Real estate held for sale                                                       390,218                      -
         Options to acquire real estate                                                        -               (344,679)
         Other assets                                                                   (239,044)              (219,102)
         Amounts due from former shareholders of Accent Mortgage
                       Services, Inc. under indemnity                                          -               (284,472)
     (Decrease) increase in:
         Accounts payable, accrued expenses and other liabilities                         (6,876)               543,786
         Accrued interest payable                                                       (148,379)               266,597
         Deferred revenue                                                                      -               (16,251)
         Costs associated with development of real estate                                      -               (962,398)
                                                                                -----------------      -----------------
Net cash (used) provided in operating activities                                         823,556             (3,183,180)
                                                                                -----------------      -----------------
Cash Flows from Investing Activities:
     Purchase of property and equipment                                                 (599,378)               (14,200)
     Cash acquired in acquisitions                                                       984,428                      -
                                                                                -----------------      -----------------
Net cash (used) providedng activities                                                    385,050                (14,200)
                                                                                -----------------      -----------------
Cash Flows from Financing Activities:
     Proceeds from the issuance of notes payable                                       1,274,783              3,626,616
     Repayment of notes payable                                                         (955,180)            (1,090,943)
     (Decrease) increase in amounts due to related parties                              (169,800)               653,181
     Proceeds from exercise of stock options                                                   -                 17,500
                                                                                -----------------      -----------------
Net cash (used) provided by financing activities                                         149,803              3,206,354
                                                                                -----------------      -----------------
Net increase in cash and cash equivalents                                              1,358,409                  8,974

Cash and cash equivalents at beginning of period                                         272,297                 15,300
                                                                                -----------------      -----------------
Cash and cash equivalents at end of the period                                  $      1,630,706                 24,274
                                                                                =================      =================
</TABLE>

See accompanying notes to consolidated financial statements




                                        6

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

<TABLE>
                                                                                  Nine Months Ended      Nine Months Ended
                                                                                    June 30, 2001          June 30, 2000
                                                                                  ----------------       ----------------

<S>                                                                             <C>
Supplemental disclosures of cash flow information:

Cash paid during period for interest                                            $   1,500,000            $      385,422

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

   Sale of lots
     Gross sales price                                                          $           -            $   (2,000,000)
     Note to related party assumed by purchaser                                 $           -            $      506,750
     Notes payable assumed by purchaser                                         $           -            $      893,250
     Note receivable                                                            $           -            $      600,000

   Sale of option to acquire real estate
     Gross sales price                                                          $           -            $   (1,150,000)
     Notes receivable                                                           $           -            $      900,000
     Debt forgiveness                                                           $           -            $      250,000

   Purchase of Paradigm
     Goodwill                                                                   $           -            $     (746,001)
     Property and equipment                                                     $           -            $     (155,058)
     Issuance of common stock                                                   $           -            $      901,059

   Other financing transactions
     Notes payable                                                              $           -            $   (2,175,000)
     Due to related parties and stockholders                                    $           -            $    2,175,000

     Warrants issued in lieu of cash for debt issuance costs                    $           -            $     (302,731)
     Other assets                                                               $           -            $      302,731

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

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

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


</TABLE>

                See accompanying notes to consolidated financial statements



                                        7

<PAGE>

                           LAHAINA ACQUISITIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         Nine Months Ended June 30, 2001
                                   (unaudited)

1. Summary of Significant Accounting Policies

Interim Reporting

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

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

2. Acquisitions, Divestitures and Merger Transactions

United Capital Mortgage Corporation

     Effective  October 1, 2000 the Company  purchased  United Capital  Mortgage
Corporation ("United Mortgage"), a 15-year old mortgage operation.  United
Mortgage has a network of 13 traditional branch offices in Colorado, Nevada and
Florida and has a wholesale operation in New York.  The Company believes the
combination of traditional branches and cooperative branches will enhance its
ability to compete for borrowers.

Cross Keys Capital

     Lahaina acquired Cross Keys Capital, LP  ("Cross Keys") of Hershey,
Pennsylvania on October 24, 2000. The acquisition marked the entry into the
traditional construction financing arena.  This is in contrast to the existing
brokerage mortgage operation.

Swiss Air Estates Purchase

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

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

                                        8
<PAGE>

3. Real Estate Held for Development

     Real  estate held for  development  at  June 30, 2000  consists of the
following:

<TABLE>
        <S>                        <C>
        Land held for development   $   113,192
        Costs to develop land           133,373
                                    -----------
                                    $   246,565
                                    ===========
</TABLE>

4. Mortgage Loans held for Sale, net

     Mortgage  loans  held for sale in the amount of  approximately $48,332,630
represent  mortgages  acquired by United Mortgage  resulting  from its  mortgage
brokerage  operations  and is offset by  corresponding  notes  payable under its
warehouse line.

5. Notes Receivable

Beachside

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

Reconciliation of notes receivable at June 30, 2001
<TABLE>
<CAPTION>
                                   Note             Deferred        Valuation        Notes Rec-
                                   Receivable         Gain          Allowance        eivable, Net
                                  -------------     -------------    -------------   -------------
<S>                              <C>               <C>              <C>              <C>

Swiss Air                               322,000           322,000               --              --

Other                                    30,000                --               --          30,000
                                  -------------     -------------    -------------   -------------
Totals                            $     352,000     $     322,000    $          --   $      30,000
                                  =============     =============    =============   =============
</TABLE>


6. Goodwill

     Goodwill  represents  the  excess of cost over the net  assets of  acquired
businesses and is amortized using the  straight-line  method over ten to fifteen
years. Goodwill at June 30, 2001, consisted of the following:

        Purchase of United Mortgage                     $ 1,921,865
        Purchase of Accent Mortgage                       1,172,143
        Purchase of Paradigm Mortgage                       833,114
        Purchase of Cross Keys                              812,324
                                                        -----------
                                                          4,739,446
        Less accumulated amortization                      (365,316)
                                                        -----------
        Goodwill, net                                   $ 4,374,130

7. Other Assets

     Other assets at June 30, 2001 consists of the following:
<TABLE>
<S>                                                            <C>
Prepaid expenses                                                $  207,837
Deposits                                                            50,670
Other                                                              176,493
                                                                ----------
                                                               $   435,000
                                                                ==========
</TABLE>

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

                                        9
<PAGE>

8.Notes Payable - warehouse line

     Notes Payable - warehouse line in the amount of  approximately  $47,829,047
represents  primarily  advances  taken by United  Mortgage  under its  revolving
financing  agreement  resulting  from its mortgage  brokerage  operations and is
offset by corresponding mortgage loans held for sale, net.

9. Notes Payable

    The Company has the following notes payable at June 30, 2001:

<TABLE>
                                                                         2001
                                                                      ----------
<S>                                                                  <C>
Real estate indebtedness:

Note payable secured by certain parcels of land held for
development, due June 7, 2000. The Company believes it has a             550,000
binding agreement whereas the holder has taken title to Lot #4
and has agreed to a payment of $250,000 in full satisfaction of
the note.  The holder disputes the terms of the agreement.

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

                                                                    ------------
Total real estate indebtedness                                         3,050,000
                                                                    ------------
General corporate indebtedness:

8% Note payable due September 25, 2000. Company may elect to pay
the note, plus accrued interest, with stock or cash. If the note
is not paid on or before date, the Holder may require conversion.
The note is secured by shares of the Company's common stock equal
to the number of shares issuable upon conversion.                        425,000

8% Note payable due December 26, 2000. Company may elect to
pay the note, plus accrued interest, with stock or cash. If
the note is not paid on or before date, the Holder may require
conversion. The note is secured by shares of The Company's common
stock equal to the number of shares issuable upon conversion.            425,000

Note payable secured by certain parcels of real estate, due
September, 2001. Interest only is payable monthly at a rate of 15%.      339,442

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

Note payable related to the United Mortgage acquisition,
due December 14, 2001.  Payable in 12 monthly payments of
$77,673 including interest at 7%.                                        649,482

Other                                                                     92,053
                                                                    ------------
Total general corporate indebtedness                                   2,180,977
                                                                    ------------
     Total notes payable                                              $5,230,977
                                                                    ============

Due to related parties and stockholder, due on demand                 $1,812,761
at varying interest rates.
                                                                    ------------
     Total due to related parties and stockholders                   $ 1,812,761
                                                                    ============
</TABLE>
                                10
<PAGE>

Conversion Provisions on the Convertible Notes

     The terms of the 8%  convertible  notes  issued by the  Company for general
corporate  indebtedness  state that the notes may be  converted by the holder at
any time, and contain certain other conversion provisions.  The conversion price
of these  notes is equal to 110% of the  average  closing bid price for the five
(5)  trading  days  immediately  prior to the  original  issuance  of the  note.
Conversion  prices for  the $425,000 and $425,000 notes  are $2.75 and $2.03,
respectively.  Conversion would therefore result in issuance of 154,505 and
209,360 common shares, respectively.

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

10. Commitments and Contingencies

Legal Proceedings

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

     In  addition,  the holder has  brought an action  against  the  Company for
payment  of  $550,000  under the terms of a  convertible  note  executed  by the
Company on January 7, 2000 which the holder claims is in default.  This $550,000
note was secured by a first  priority  deed to secure debt on Lot 4 of the Swiss
Air  Estates  and a second  priority  deed to secure  debt on Lot 8 of Swiss Air
Estates.  The Company believes it has a binding agreement whereas the holder has
taken title to Lot #4 and has agreed to a payment of $250,000 in full
satisfaction of the note.  The holder disputes the terms of the agreement.

     During the quarter ended June 30, 2001, Imperial Credit Finance, Inc., the
warehouse line the Company acquired in the original consolidation, brought an
action against the Company for approximately $500,000.  The warehouse line has
been outstanding and in default since the consolidation.  The Company has been
indemnified by the previous principal shareholders against any loss.  To date,
Imperial Credit Finance, Inc., holder of the warehouse line, has been unable to
locate the original documents that constitute the collateral.

     A contractor that was involved in some of the real estate developments of
the Company has filed an action against Accent/Peachtree Industrial Property,
Inc..  The Company has negotiated a settlement; the amount owed at this time is
$37,424.96.

     In 1998 former management of Accent Mortgage purchased loans from SGE. SGE
apparently double sold loans, delivering them also to individual investors or
investor groups.  SGE then went into bankruptcy.  These loans are 100% reserved
for on AMSI's books.

     In 1996, IndyMac purchased a loan from AMSI for approximately $350,000.
IndyMac subsequently foreclosed on the subject property and have put in a claim
for a $200,000 loss.  The Company contests the loss based upon the fact that
IndyMac did not properly or timely notify and confirm the foreclosure sale.  In
Georgia, this confirmation is necessary to pursue any deficiency.

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

11. Segment Information

     Prior to October 1, 2000,  the Company  operated in two business  segments:
Mortgage Brokerage and Real Estate  Development.  With the acquisition of United
Mortgage in October 2000, the Company has added mortgage banking to its services
which is included in the mortgage brokerage segment.  A further description of
each business segment at September 30, 2001 and 2000, along with the corporate
services area follows:

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

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

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

                                       11
<PAGE>

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

    The following sets forth certain financial information  attributable to the
Company's business segments as of June 30, 2001:
<TABLE>
<CAPTION>
                                   Three Months       Nine Months      Three Months     Nine Months
                                       Ended             Ended             Ended            Ended
                                      June 30,          June 30,          June 30,         June 30,
                                        2001              2001              2000             2000
                                   -------------     -------------    -------------    -------------
<S>                               <C>               <C>              <C>              <C>
Revenues
  Mortgage Brokerage               $  6,341,204      $ 16,612,844      $ 2,893,131     $  6,753,618
  Real Estate Development               490,763           490,763        2,000,000        3,750,000
  Corporate                                   -                 -                -                -
                                   -------------     -------------    -------------    -------------
                                   $  6,831,967     $  17,103,607     $  4,893,131     $ 10,503,618
                                   =============    ==============    =============    =============

Operating profit (loss)
  Mortgage Brokerage              $     650,829     $   1,305,635     $     32,020     $    (13,724)
  Real Estate Development               378,945           241,679        1,387,775        2,743,573
  Corporate                            (387,737)       (1,416,225)        (682,717)      (1,643,516)
                                  --------------    --------------    -------------    -------------
                                  $     642,037    $      131,089     $    737,078    $   1,086,333
                                  ==============    ==============    =============    =============

Depreciation and amortization
  Mortgage Brokerage              $     114,251      $    339,473     $     40,531    $      76,377
  Real Estate Development                     -                 -                -                -
  Corporate                               6,306            19,251            6,467           17,482
                                  --------------   ---------------    -------------   --------------
                                  $     120,557    $      358,724     $     46,998    $      93,859
                                  ==============   ===============    =============   ==============

Identifiable assets
  Mortgage Brokerage                                $  55,391,785                      $  5,060,037
  Real Estate Development                                 927,970                         3,660,305
  Corporate                                             8,617,118                         2,497,160
                                                    --------------                     -------------
                                                    $  64,936,873                      $ 11,217,502
                                                    ==============                     =============

Capital expenditures
  Mortgage Brokerage                                $     599,378                     $           -
  Real Estate Development                                       -                                 -
  Corporate                                                     -                                 -
                                                    --------------                     -------------
                                                    $     599,378                     $           -
                                                    ==============                     =============
</TABLE>

                                        12

<PAGE>

12. Subsequent Events

     None

13.  Income Taxes

The Company files a consolidated income tax return with its subsidiaries.  No
current provision for income taxes has been provided since the Company has
sufficient net tax operating losses to offset any current taxable income.
Deferred income tax assets at June 30, 2001 have been fully offset by a
valuation allowance as the Company has not demonstrated the sustained
profitability necessary to record such asset.

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

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

Results of Operations

FOR THE THREE MONTH PERIOD ENDED June 30, 2001 COMPARED TO THE THREE MONTH
PERIOD ENDED June 30, 2000

Revenues

     Revenues for the mortgage operation for the quarter ended June 30, 2001,
totaled $6,341,204 compared to $2,893,131 for the quarter ended June 30, 2000.
This increase of $3,448,073 or 119% was due to the acquisitions of United
Mortgage and Cross Keys which occurred after December 31, 1999.  Revenues
generated by these two acquisitions during the quarter ended June 30, 2001,
totaled $4,290,208, indicating that revenue from existing Accent operations
declined by $842,134 or 29.1%. The decline in revenue from existing Accent
operations was due primarily to the closing of several unprofitable branches.
Real estate revenue for the quarter ended June 30, 2001 totaled $490,763
compared to $2,000,000 for the quarter ended June 30, 2000.  This decrease of
$1,509,237 was, in part, due to the downsizing of the real estate division.
Due to the eventual elimination of the real estate division, the Company does
not anticipate that revenue from real estate activities will necessarily be
consistent from period to period.

                                13
<PAGE>

Operating Expenses

     Operating  expenses  for the quarter  ended  June 30, 2001 totaled
$6,189,930 compared to $4,156,053 for the  quarter ended June 30, 2000.  This
increase of $2,033,877 or 48.9% was due to the acquisitions of United Mortgage
and Cross Keys which occurred after December 31, 1999.  Operating expenses
generated by these two acquired companies during the quarter ended June 30,
2001, totaled  $3,714,629 indicating that operating expenses from existing
operations declined by $1,730,752 or 41.6%.  The principal components of
operating expenses for the company as a whole for the quarter ended June 30,
2001 were broker commissions ($2,838,232 or 46.2% of total operating expenses),
salaries and employee benefits ($1,260,697 or 20.5%of total operating expenses),
general and administrative ($1,520,085 or 24.8% of total operating expenses) and
professional fees ($228,715 or 3.7% of total operating expenses).  The decreases
in expenses for existing operations can be attributed both to the consolidation
of facilities and personnel and the  closing of several  unprofitable branches.

Operating Income

     Operating income for the quarter ended June 30, 2001 totaled $642,037
compared to an operating income of $737,078 for the quarter ended  June 30,
2000.  This decrease in operating income of approximately $95,000 was due to a
decrease in real estate related operating profit of approximately $1,000,000
for the quarter ended June 30, 2001.  This decrease was offset by the increase
from operating profit mortgage operations of approximately $620,000 for the
quarter ended June 30, 2001.

Other Expense (Income)

     During the quarter ended June 30, 2001, the Company  recorded  interest
income of $4,126 compared to $15,000 for the quarter ended June 30, 2000. During
the quarter ended June 30, 2001, the Company recorded other income of $610,123
compared to $85,000 for the quarter ended June 30, 2000.  This increase of
approximately $525,000 is primarily due to the gain on sale of a piece of
property held by United Mortgage and the writedown of previously recorded
liabilities. There was no comparable business operation during the quarter
ended June 30, 2000.

     During the quarter ended June 30, 2001, the Company  recorded  interest
expense of approximately $240,000 compared to approximately 192,000 for the
quarter ended June 30, 2000.  This increase was due to an increase in the notes
payable owed by the Company.

Net Income

     The Company  recorded  net income of $1,016,271 for the quarter ended June
30, 2001 compared to net income of $473,150 for the quarter ended June 30,
2000.  Basic and diluted earnings per share for the quarter ended June 30,
2001, were $.05 and .04, respectively.  Basic and diluted earnings per share for
the quarter ended June 30, 2000, were $.03.

FOR THE NINE MONTH PERIOD ENDED June 30, 2001 COMPARED TO THE NINE MONTH
PERIOD ENDED June 30, 2000

Revenues

     Revenues for the Company for the nine-month period ended June 30, 2001,
totaled $17,103,607 compared to $10,503,618 for the nine-month period ended June
30, 2000.  This  increase of $6,599,989 or 62.8% was due, in part, to the
acquisitions of United Mortgage and Cross Keys which occurred as of October 1,
2000 and October 24, 2000, respectively.  Revenues generated by these two
acquisitions during the quarter ended June 30, 2001, totaled  $10,472,467,
indicating that revenue from existing operations declined by $4,363,622 or
41.5%.  The decline in revenue from existing operations was due primarily to the
downsizing of the real estate division whose revenue for the nine-month period
ended June 30, 2001 was down $3,259,000 from the nine-month period ended June
30, 2000.  The Company does not anticipate that revenue from real estate
activities will necessarily be consistent from period to period. The remaining
decline resulted from the closing of several unprofitable branches.

Operating Expenses

     Operating expenses for the nine-month period ended June 30, 2001 totaled
$16,972,518 compared to $9,417,285 for the nine-month period ended June 30,
2000.  This increase of $7,555,233 or 80% was due to the acquisitions of United
Mortgage and Cross Keys which occurred as of October 1, 2000 and October 24,
2000, respectively.  Operating expenses generated by these two acquired
companies during the quarter ended June 30, 2001, totaled $9,291,267, indicating
that operating expenses from existing operations decreased by $1,786,081 or 19%.
These decreases in expenses from existing operations can, in part, be
attributed to the consolidation of facilities and personnel thereby reducing
operating expenses and the closing of several unprofitable branches.

Operating Income

     Operating income for the nine-month period ended June 30, 2001 totaled
$131,089 compared to $1,086,333 for the nine-month period ended  June 30, 2000.
This decrease in operating income of $955,244 was a result of the downsizing of
the real estate division whose operating income for the nine-month period ended
June 30, 2001 was down approximately $3,300,000 from the nine-month period ended
June 30, 2000. This decrease in operating income was significantly offset by
mortgage related income generated by the Company.  In addition, the Company
expects to generate increased revenues since, with the acquisition of United
Mortgage, the Company now has the ability to bundle and sell pools of mortgages,
rather than having to sell each mortgage separately.

                                        14
<page>

Other Expense (Income)

During the nine-month period ended June 30, 2001, the Company recorded  interest
income of $101,993 compared  to approximately $15,000 for the nine-month period
ended June 30, 2000.  During the nine-month period ended June 30, 2001, the
Company recorded a gain of approximately $850,000 on the exchange of a note
receivable, on which the Company placed a reserve during the year ended
September 31, 2000, for certain real property.  The note receivable was valued
as consideration by the seller of the real property at $2,450,000, which is
$550,000 below the $3,000,000 face value of the note receivable. There was no
comparable transaction during the nine-month period ended June 30, 2000. During
the nine-month period ended June 30, 2001 the Company recorded $578,294 in other
income from the sale of the collateral held by the Company related to certain
property located in Athens, Tennessee.  The collateral was sold to offset the
note receivable when the note was accelerated due to default.

     During the nine-month period ended June 30, 2001, the Company recorded
interest expense of $814,093 compared to $573,842 for the nine-month period
ended June 30, 2000.  This increase of approximately $240,000 is primarily due
to accrued interest expense generated by the Company's convertible notes. There
was no comparable business operation during the nine-month period ended June 30,
2000.

Net Income

     The Company  recorded  net income of $2,139,847 for the nine-month period
ended June 30, 2001 compared to a net income of $997,585 for the nine-month
period ended June 30, 2000.  Basic and diluted  earnings per share for the
nine-month period ended June 30, 2001, were $.11 and .05, respectively. Basic
and diluted  earnings per share for the nine-month period ended June 30, 2000,
were $.08 and .06, respectively.

                                        15

<PAGE>

Liquidity and Capital Resources

     The Company provided cash from operating activities totaling $823,556 for
the nine-month period ended June 30, 2001. The principal  component of cash
generated in operating activities was the Company's net income of $2,139,847.
Increases in mortgage loans held for sale ($62,243) offset decreases in accounts
payable ($6,876) and accrued interest payable ($148,379). A non-cash gain on the
exchange of a note receivable generated in the amount of $851,062 offset these
favorable changes.

      The Company used cash in operating activities totaling $3,183,180 for
the nine-month period ended June 30, 2000. The principal  component of cash
generated in operating activities was the Company's net income of $997,585.
Increases in restricted cash ($423,637), costs associated with the development
of real estate ($962,398), options to acquire real estate ($344,679), and
amounts due from former shareholders of Accent Mortgage Services, Inc.
($284,272) offset cash generated by net income.  Income from restructuring notes
($147,438), forgiveness of debt ($135,241) and the revaluation of the Beachside
note receivable ($34,296) offset cash generated by net income.  Gains on sales
of real estate ($1,502,000) were generated in transactions that provided no cash
to the company and likewise offset cash generated by net income.  The sales
resulted in significant reductions in outstanding debt ($1,650,000) and notes
receivable aggregating $1,500,000.  Proceeds from the sale of real estate held
for development ($600,000), increases in accounts payable and accrued expenses
($543,786) and accrued interest payable ($267,597) provided cash flow from
operations.

      The Company provided cash from investing activities totaling 385,050 for
the nine-month period ended June 30, 2001.  The principal component of cash
provided by investing activities was cash obtained in the acquisitions of United
Mortgage and Cross Keys in the amount of $984,828.  This amount was reduced by
$599,378 used for the purchase of property and equipment.

     Cash used by financing activities totaled  $149,803 for the nine-month
period ended June 30, 2001.  This amount  consisted of ($955,180) repayments on
notes payable and $1,274,783 from issuance of notes payable.

      Cash provided by financing activities totaled  $3,206,354 for the
nine-month period ended June 30, 2000 primarily consisted of borrowings from
non-related parties ($3,626,616) and related parties and stockholders ($653,181)
partially offset by repayments of $1,090,943.

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

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

New Accounting Standard

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

                                        16

 <PAGE>


                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

None.

Item 2.    Changes in Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.


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

           None.

Item 5.    Other Information

           None.

Item 6.    Exhibits and Reports on Form 8-K

A.         Exhibits

           Exhibit No.      Description of Exhibit

27.1       Financial Data Schedule

B.  Reports on Form 8-K

None.

                                       17
<PAGE>


                                    SIGNATURES

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

                                    LAHAINA ACQUISITIONS, INC.

Dated: August 14 , 2001                       By: /s/ L. Scott Demerau
------------------------                      ----------------------------------
                                              L. Scott Demerau
                                              President and Chief Executive
                                              Officer


                                       18
<PAGE>



            Financial Data Schedule


     This Schedule  contains summary  financial  information  extracted from the
consolidated  unaudited financial statements of Lahaina  Acquisitions,  Inc. for
the six-month period ended June 30, 2001, and is qualified in its entirety
by reference to such consolidated unaudited financial statements.