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

                                 March 31, 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)


                        5895 Windward Parkway, Suite 220

                            Alpharetta, Georgia 30005

                    (Address of Principal Executive Offices)

                                 (770) 754-6140

              (Registrant's Telephone Number, Including Area Code)

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

         The number of outstanding shares of the Registrant's Common Stock, no
par value per share, was 22,419,046 on May 2, 2001.




                                        1

<PAGE>

                           LAHAINA ACQUISITIONS, INC.

                                   FORM 10-Q
                                      INDEX
                         PART I. FINANCIAL INFORMATION

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

             Consolidated Balance Sheets as of March 31, 2001
               and September 30, 2000                                  3

             Consolidated Statement of Operations for the Three
               and Six Months Ended March 31, 2001 and
               March 31, 2000                                          4

             Consolidated Statement of Stockholders' Equity            5

             Consolidated Statement of Cash Flows for the Six
               Months Ended March 31, 2001 and March 31, 2000          6

             Notes to Consolidated Financial Statements                8

Item 2.      Management's Discussion and Analysis of Financial
               Conditions 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 ACQUISTIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
                                                                                   March 31,       September 30,
                                                                                      2001             2000
                                                                                ---------------   --------------
<S>                                                                             <C>               <C>
ASSETS
Cash and cash equivalents                                                        $  1,184,122     $    272,297
Real estate held for sale                                                           7,995,000                -
Real estate held for development                                                      636,783        3,139,138
Foreclosed real estate                                                                143,960          143,960
Mortgage loans held for sale, net of allowance for doubtful accounts               37,954,002                -                -
Property and equipment, net                                                           648,191          201,818
Accounts Receivable                                                                   445,458                -
Note receivable, net                                                                   30,000        1,563,157
Due from related party                                                                      -           57,816
Goodwill, net                                                                       4,451,830        1,575,433
Other assets                                                                          395,956          530,131
                                                                                ---------------   --------------
         Total assets                                                            $ 53,885,302      $ 7,483,750
                                                                                ===============   ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities:
    Accounts payable and accrued expenses                                        $  2,446,714      $ 2,146,968
    Accrued interest payable                                                        1,108,981          472,350
    Notes payable - warehouse line                                                 37,512,662          642,442
    Notes payable                                                                   6,854,943        5,581,253
    Due to related parties and stockholders                                         1,982,561        2,255,269
    Deferred revenue                                                                        -           65,710
    Other liabilities                                                                       -                -
                                                                                ---------------   --------------
         Total liabilities                                                         49,905,861       11,163,992
                                                                                ---------------   --------------
 Commitments and contingencies
 Redeemable stock:
    Common stock, no par value; 1,550,000 shares issued and
    outstanding at march 31, 2001 and September 30, 2000, entitled to redemption
    under certain circumstances                                                      (403,230)        (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, 21,292,360
    and 16,757,543 shares issued and outstanding at March 31, 2001 and
    September 30, 2000, respectively
    Additional paid in capital                                                      4,751,657          883,465
    Accumulated deficit                                                            (2,018,986)      (3,142,562)
                                                                                ---------------   --------------
                                                                                    4,382,671        (2,259,097)
    Less:  Subscriptions receivable                                                                  1,000,000
                                                                                ---------------   --------------
                                                                                    4,382,671       (3,259,097)
                                                                                ---------------   --------------
         Total liabilities and stockholders' equity (deficit)                    $ 53,885,302      $ 7,483,750
                                                                                ===============   ==============

</TABLE>
                See accompanying notes to consolidated financial statements



                                        3

<PAGE>
                           LAHAINA ACQUISTIONS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
                                              Three Months     Six Months    Three Months      Six Months
                                                 Ended           Ended          Ended            Ended
                                                March 31,      March 31,      March 31,        March 31,
                                                  2001           2001           2000             2000
                                              -------------  -------------  -------------   --------------
<S>                                           <C>            <C>            <C>             <C>
 Revenue:
     Mortgage brokerage services               $ 5,003,537    $ 9,232,148    $ 2,174,126     $  3,860,487
     Real estate services                                -              -        600,000          600,000
                                              -------------  -------------  -------------   --------------
          Total revenue                          5,003,537      9,232,148      2,774,126        4,460,487
                                              -------------  -------------  -------------   --------------
Operating expenses:
     Broker commissions                          2,717,953      5,103,334      1,800,162        3,293,619
     Cost of real estate sold                            -              -        136,310          136,310
     Salaries and employee benefits              1,248,854      2,491,186        354,934          654,390
     General and administrative                    691,396      1,356,470        433,188          680,194
     Professional expenses                         144,318        338,764        162,413          302,875
     Occupancy expense                             183,218        362,809         39,972           78,249
     Amortization of goodwill                       78,622        153,104         18,264           32,777
     Property taxes                                  4,454         32,942              -            9,515
     Depreciation and amortization                  42,364         85,062          7,865           14,084
                                              -------------  -------------  -------------   --------------
          Total operating expenses               5,110,180      9,923,673      2,953,108        5,202,013
                                              -------------  -------------  -------------   --------------
Operating income (loss)                           (106,643)      (691,525)      (178,982)        (741,526)

Other expense (income):
     Gain on sale of note receivable                     -       (851,062)             -                -
     Interest income                              (554,113)    (1,137,359)       (55,000)         (56,000)
     Other income                               (1,088,821)    (1,259,673)      (431,164)        (605,203)
     Interest expense                              710,938      1,432,993        203,400          381,972
     Other expense                                       -              -             -           104,049
                                              -------------  -------------  -------------   --------------
                                                  (931,996)    (1,815,101)      (282,764)        (175,182)
                                              -------------  -------------  -------------   --------------
Income before income taxes                         825,353      1,123,576        103,782         (566,344)
Income tax (benefit) expense                             -              -              -                -
                                              -------------  -------------  -------------   --------------
Net income                                     $   825,353   $  1,123,576        103,782         (566,344)
                                              =============  =============  =============   ==============
Basic earnings per share                       $      0.04   $       0.06           0.01            (0.04)
                                              =============  =============  =============   ==============
Diluted earnings per share                     $      0.04   $       0.06           0.01            (0.04)
                                              =============  =============  =============   ==============
Weighted average shares outstanding - basic     18,834,849     18,534,700     15,304,969       15,211,562
                                              =============  =============  =============   ==============
Weighted average shares outstanding - diluted   19,898,804     19,598,655     16,304,969       15,211,562
                                              =============  =============  =============   ==============
</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 ACQUISTIONS, INC.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)

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

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

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

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

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

Stock issued in exchange for debt   2,484,817         --       --           --    2,061,353              --         2,061,353

Net income                                 --         --       --           --            -       1,123,576         1,123,576
                                   ----------   --------   -------   --------- ------------    ------------     -------------
Balance at March 31, 2001          19,442,360  $      --       --  $ 1,650,000  $ 4,751,657    $ (2,018,986)    $   4,382,671

</TABLE>


                See accompanying notes to consolidated financial statements




                                        5

<PAGE>

                           LAHAINA ACQUISTIONS, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
                                                                                Six Months Ended       Six Months Ended
                                                                                 March 31, 2001         March 31, 2000
                                                                                -----------------      -----------------
<S>                                                                             <C>                    <C>
Net income                                                                      $      1,123,576        $      (566,344)
   Depreciation and amortization                                                         238,166                 46,862
     Income related to restructuring of convertible notes                                      -               (147,438)
     Income relating to forgiveness of debt                                                    -               (135,241)
     Valuation adjustment relating to note receivable                                   (851,062)              (206,862)
     Gain on sale of real estate held for development                                          -                      -
     Gain on sale of option to acquire real estate                                             -                      -
     Issuance of warrants in lieu of cash for consulting services                              -                      -
     (Increase) decrease in:
         Restricted cash                                                                       -               (259,803)
         Restricted certificates of deposit                                              114,139                   (358)
         Accounts receivable                                                            (241,411)                     -
         Mortgage loans held for sale                                                   (682,217)                     -
         Real estate held for sale                                                             -               (600,000)
         Options to acquire real estate                                                        -                      -
         Due from related party                                                           57,816                      -
         Other assets                                                                    299,188               (141,346)
         Amounts due from former shareholders of Accent Mortgage
                       Services, Inc. under indemnity                                     17,914               (243,771)
     (Decrease) increase in:
         Accounts payable, accrued expenses and other liabilities                       (795,680)               671,234
         Accrued interest payable                                                        335,042                166,635
         Deferred revenue                                                                (65,710)               (40,801)
         Costs associated with development of real estate                                 38,242               (208,280)
         All other                                                                             -                      -
                                                                                -----------------      -----------------
Net cash used in operating activities                                                   (411,997)            (1,665,513)
                                                                                -----------------      -----------------
Cash Flows from Investing Activities:
     Purchase of property and equipment                                                 (201,005)               (14,200)
     Cash acquired in acquisitions                                                       984,428                      -
                                                                                -----------------      -----------------
Net cash used in investing activities                                                    783,423                (14,200)
                                                                                -----------------      -----------------
Cash Flows from Financing Activities:
     Proceeds from the issuance of notes payable                                          56,744              2,030,000
     Repayment of notes payable                                                         (649,138)              (905,000)
     Increase in amounts due to related parties                                         (928,606)               765,777
     Increase in additional paid in capital                                            2,061,400                      -
                                                                                -----------------      -----------------
Net cash provided by financing activities                                                540,400              1,890,777
                                                                                -----------------      -----------------
Net increase in cash and cash equivalents                                                911,826                211,064

Cash and cash equivalents at beginning of period                                         272,297                 15,300
                                                                                -----------------      -----------------
Cash and cash equivalents at end of the period                                  $      1,184,123                226,364
                                                                                =================      =================
</TABLE>

See accompanying notes to consolidated financial statements




                                        6

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

<TABLE>
                                                                                  Six Months Ended       Six Months Ended
                                                                                   March 31, 2001        March 31, 2000
                                                                                  ----------------       ----------------

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

Cash paid during period for interest                                            $                        $

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

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

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

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

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


</TABLE>

                See accompanying notes to consolidated financial statements



                                        7

<PAGE>

                           LAHAINA ACQUISTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         Six Months Ended March 31, 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 has a
network of 13 traditional branch offices in Colorado, Nevada and Florida and has
a wholesale  operation  in New York.  The Company  believes the  combination  of
traditional  branches  and  cooperative  branches  will  enhance  its ability to
compete for borrowers.

Cross Keys Capital

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

Swiss Air Estates Purchase

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

     The Company acquired the Property for three principal  reasons.  First, the
Company  purchased  the  Property  in order for AMSI to meet asset  requirements
necessary to maintain its status as an approved HUD/FHA mortgage lender. Second,
the  Company  wished  to  improve  its  balance  sheet in order to allow  United
Mortgage and Cross  Keys to expand 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>

Peachtree Industrial Boulevard

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

Athens Tennessee
    Due to the default in payments, the land was transferred back to the
original owner and the Company accelerated the note receivable.  As a result of
the sale of the underlying collateral, the Company recognized approximately
$530,000 in income.

3. Real Estate Held for Development

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

<TABLE>
        <S>                        <C>
        Land held for development   $   503,410
        Costs to develop land           133,373
                                    -----------
                                    $   636,783
                                    ===========
</TABLE>

4. Mortgage Loans held for Sale, net

     Mortgage  loans  held for sale in the amount of  approximately  $37,954,000
represent  mortgages  acquired by United Mortgage  resulting  from its  mortgage
brokerage  operations  and is offset by  corresponding  notes  payable under its
warehouse line.

5. Notes Receivable

Beachside

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

Reconciliation of notes receivable at March 31, 2001
<TABLE>
<CAPTION>
                                   Note             Deferred        Valuation        Notes Rec-
                                   Receivable         Gain          Allowance        eivable, Net
                                  -------------     -------------    -------------   -------------
<S>                              <C>               <C>              <C>              <C>

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

Other                                    30,000                --               --          30,000
                                  -------------     -------------    -------------   -------------
Totals                            $     630,000     $     600,000    $          --   $      30,000
                                  =============     =============    =============   =============
</TABLE>

                                        9

<PAGE>

6. Goodwill

     Goodwill  represents  the  excess of cost over the net  assets of  acquired
businesses and is amortized using the  straight-line  method over ten to fifteen
years. Goodwill at March 31, 2001, consisted of the following:

        Purchase of United Mortgage                     $ 1,921,865
        Purchase of Accent Mortgage                       1,171,651
        Purchase of Paradigm Mortgage                       833,114
        Purchase of  Cross Keys Mortgage                    812,324
                                                        -----------
                                                        $ 4,738,954
        Less accumulated amortization                      (287,124)
                                                        -----------
        Goodwill, net                                   $ 4,451,830

7. Other Assets

     Other assets at March 31, 2001 consists of the following:

<TABLE>
<S>                                                            <C>
Prepaid expenses                                                $  132,860
Deposits                                                            60,170
Other                                                              202,926
                                                                ----------
                                                               $   395,956
                                                                ==========
</TABLE>

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

8.Notes Payable - warehouse line

     Notes Payable - warehouse line in the amount of  approximately  $37,513,000
represents  primarily  advances  taken by United  Mortgage  under its  revolving
financing  agreement  resulting  from its mortgage  brokerage  operations and is
offset by corresponding mortgage loans held for sale, net.

9. Notes Payable

    The Company has the following notes payable at March 31, 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,
due November 2004. Monthly payments of $24,500 including interest.
Interest is payable at a rate of prime.                                2,500,000

                                                                    ------------
Total real estate indebtedness                                         3,050,000
                                                                    ------------

                                       10
<PAGE>

General corporate indebtedness:

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

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

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

Note payable secured by certain parcels of real estate, due
June, 2001. Interest only is payable monthly at a rate of 15%.           161,750

Note payable secured by certain parcels of real estate, due
June, 2001. Interest only is payable monthly at a rate of 15%.           350,000

Note payable secured by a certain condominium unit, due March,
2004. Monthly payment $2,183. Interest adjustable at 9.75%.              243,640

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%.                                        764,172

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

Other                                                                    135,381
                                                                    ------------
Total general corporate indebtedness                                   3,804,943
                                                                    ------------
     Total notes payable                                              $6,854,943
                                                                    ============

Due to related parties and stockholder, due on demand                 $1,982,561
at varying interest rates.
                                                                    ------------
     Total due to related parties and stockholders                   $ 1,982,561
                                                                    ============
</TABLE>


Conversion Provisions on the Convertible Notes

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

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

                                       11
<PAGE>

10. Commitments and Contingencies

Legal Proceedings

     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 March 31, 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 in the amount of $  77,424.96.

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

11. Segment Information

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

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

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

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

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

                                       12
<PAGE>

     The following sets forth certain financial information  attributable to the
Company's business segments as of March 31, 2001:
<TABLE>
<CAPTION>
                                   Three Months       Six Months      Three Months      Six Months
                                       Ended             Ended            Ended            Ended
                                     March 31,         March 31,        March 31,        March 31,
                                        2001              2001             2000             2000
                                   -------------     -------------    -------------    -------------
<S>                               <C>               <C>              <C>              <C>
Revenues
  Mortgage Brokerage               $  5,003,537      $  9,232,148     $  2,174,126     $  3,860,487
  Real Estate Development                     -                 -                -                -
  Corporate                                   -                 -                -                -
                                   -------------     -------------    -------------    -------------
                                   $  5,003,537     $   9,232,148     $  2,174,126     $  3,860,487
                                   =============    ==============    =============    =============

Operating profit (loss)
  Mortgage Brokerage              $     341,372     $    474,228      $     18,436     $    (45,744)
  Real Estate Development               (50,003)        (137,267)         (249,056)        (334,983)
  Corporate                            (398,012)      (1,028,486)         (548,362)        (960,799)
                                  --------------    -------------     -------------    -------------
                                  $    (106,643)    $   (691,525)     $   (778,982)    $ (1,341,526)
                                  ==============    =============     =============    =============

Depreciation and amortization
  Mortgage Brokerage              $     114,680      $   225,221      $                $     21,872
  Real Estate Development                     -                -                 -                -
  Corporate                               6,306           12,945            26,129           24,989
                                  --------------   --------------     -------------   --------------
                                  $     120,986    $     238,166      $     26,129    $      46,861
                                  ==============   ==============     =============   ==============

Identifiable assets
  Mortgage Brokerage                                $ 47,936,405                       $  5,053,819
  Real Estate Development                                631,531                          3,453,639
  Corporate                                            5,317,365                          2,044,225
                                                    -------------                      -------------
                                                    $ 53,885,302                       $ 10,551,683
                                                    =============                      =============

Capital expenditures
  Mortgage Brokerage                                $          -                      $           -
  Real Estate Development                                      -                                  -
  Corporate                                              201,005                             14,200
                                                    -------------                      -------------
                                                    $    201,005                      $      14,200
                                                    =============                      =============
</TABLE>

                                        13

<PAGE>

12. Subsequent Events

     On April 20, 2001, the Company announced its intention to spin-off the
mortgage banking and brokerage operations into a separate public company, to be
called United Capital Mortgage Corporation.  Lahaina will continue to operate a
Georgia-based real estate development company.

      In April, 2001, approximately $520,000 in debt was converted to equity.
An additional $200,000 in equity was received from an independent director.

      In April, the Company filed an S-8 Registration Statement outlining the
Company's Stock Purchase Plan.

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 MARCH 31, 2001 COMPARED TO THE THREE MONTH
PERIOD ENDED MARCH 31, 2000

Revenues

     Revenues  for the mortgage operation for the quarter ended  March  31,
2001, totaled $5,003,537 compared to $2,174,126 for the quarter ended March 31,
2000.  This  increase of $2,229,411 or 80.4% was due to the  acquisitions  of
United Mortgage, Paradigm and Cross Keys which occurred after December 31, 1999.
Revenues generated by these three acquisitions during the quarter ended March
31, 2001,  totaled  $3,461,242,  indicating  that revenue from  existing  Accent
operations  declined by $631,831 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 March 31, 2001 was down
$600,000 from the quarter ended March 31, 2000.  Due to the type of projects
currently under development, the Company does not anticipate that revenue from
real estate activities will necessarily be consistent from period to period.

Operating Expenses

     Operating  expenses  for the quarter  ended  March  31, 2001 totaled
$5,110,180 compared to $2,953,108 for the  quarter ended March 31, 2000.  This
increase of $2,157,072 or 73.0% was due to the acquisitions of United Mortgage,
Paradigm and Cross Keys which occurred after December 31, 1999.  Operating
expenses generated by these three acquired companies during the quarter ended
March 31, 2001, totaled  $3,110,200, indicating that operating expenses from
existing  operations declined by $952,699 or 32.3%.  The principal components
of operating expenses for the company as a whole for the quarter ended March 31,
2001 were broker commissions ($2,717,382 or 45.2% of total operating expenses),
salaries and employee benefits ($1,248,854 or 20.8%of total operating expenses),
general and administrative ($691,396 or 13.5% of total operating expenses) and
professional fees ($144,318 or 2.4% 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.

                                14
<PAGE>

Operating Loss

     Operating loss for the quarter ended March 31, 2001 totaled $106,643
compared to an operating loss of $178,982 for the  quarter ended  March 31,
2000.  This decrease in operating loss of $72,339 was, in part, due to
additional revenue generated from the acquisitions of United Mortgage and Cross
Keys which occurred during the quarter ended  December  31,  2000 and through
the consolidation  of facilities and personnel thereby  reducing  operating
expenses.  These operating losses were more than offset by other 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.

Other Expense (Income)

During the quarter ended March 31, 2001, the Company  recorded  interest
income of  approximately  $554,113 compared  to  approximately  $55,000 for the
quarter  ended  March 31, 2000.  This increase of  approximately  $499,113 is
primarily due to mortgage  interest income generated by the operations of United
Mortgage and is partially offset by interest expense  generated by the Company's
warehouse line of credit.  There was no comparable business operation during the
quarter ended March 31, 2000. During the quarter ended March 31, 2000 the
Company recorded $578,294 in other income from the sale of the collateral held
as collateral 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 quarter ended March 31, 2001, the Company  recorded  interest
expense of approximately  $710,938 compared to  approximately  $203,400 for the
quarter  ended  March 31, 2000.  This increase of  approximately  $507,538 is
primarily due to interest expense generated by the operations of United Mortgage
as mortgages are originated by borrowings  against the Company's  warehouse line
of credit and is partially  offset by interest income generated by the Company's
mortgage  origination  operations.  There was no comparable business operation
during the quarter ended March 31, 2000.

Net Income

     The Company  recorded  net income of $825,353 for the quarter ended March
31, 2001 compared to net income of $103,782 for the quarter ended March 31,
2000.  Basic and diluted  earnings per share for the quarter ended March
31, 2001, were $.04  Basic and diluted  earnings per share for the quarter
ended March 31, 2000, were $.01.

FOR THE SIX MONTH PERIOD ENDED MARCH 31, 2001 COMPARED TO THE SIX MONTH
PERIOD ENDED MARCH 31, 2000

Revenues

     Revenues for the Company for the six-month period ended March
31, 2001, totaled $9,232,148 compared to $4,460,487 for the six-month period
ended March 31, 2000.  This  increase of $4,771,661 or 107% was due to the
acquisitions  of United Mortgage, Paradigm and Cross Keys which occurred after
December 31, 1999.  Revenues generated by these three acquisitions during the
quarter ended March 31, 2001,  totaled  $6,253,287, indicating that revenue from
existing  Accent operations declined by $881,626 or 22.8%.  The decline in
revenue from existing Accent  operations was due primarily to the closing of
several  unprofitable branches.  Real estate revenue for the six-month period
March 31, 2001 was down $600,000 from the six-month period ended March 31, 2000.
Due to the type of projects currently under development, the Company does not
anticipate that revenue from real estate activities will necessarily be
consistent from period to period.

Operating Expenses

     Operating  expenses  for the six-month  period  ended  March  31, 2001
totaled  $9,923,673 compared to $5,202,013 for the  six-month  period ended
March  31,  2000.  This  increase  of  $4,721,660 or 90.8%  was due to the
acquisitions  of United  Mortgage,  Paradigm and Cross Keys which occurred after
December  31,  1999.  Operating  expenses  generated  by  these  three  acquired
companies  during the quarter  ended  March  31,  2001,  totaled  $4,856,852,
indicating that operating expenses from existing  operations decreased by
$135,192 or 2.5%. These decreases in expenses from existing operationgs can, in
part,  be attributed to the consolidation of facilities and personnel thereby
reducing  operating expenses.

                                       15
<PAGE>

Operating Loss

     Operating losses for the six-month period ended March 31, 2001 totaled
$691,525 compared to an operating loss of $741,526 for the  six-month  period
ended  March 31, 2000.  This decrease in operating loss of $50,001 was, in
part, due to the acquisitions of United Mortgage and Cross Keys which occurred
during the quarter ended  December  31,  2000 and through the consolidation  of
facilities and personnel thereby  reducing  operating  expenses. These operating
losses were more than offset by other 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.

Other Expense (Income)

During the six-month period ended March 31, 2001, the Company recorded  interest
income of  approximately  $1,137,359 compared  to  approximately $56,000 for the
six-month period ended  March 31, 2000.  This increase of  approximately
$1,081,359 is primarily due to mortgage  interest income generated by the
operations of United Mortgage and is partially offset by interest expense
generated by the Company's warehouse line of credit.  There was no comparable
business operation during the six-month period ended March 31, 2000. During the
six-month period ended March 31, 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
six-month period ended March 31, 2000.During the six-month period ended March
31, 2000 the Company recorded $578,294 in other income from the sale of the
collateral held as collateral 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 six-month period ended March 31, 2001, the Company  recorded
interest expense of approximately  $1,432,993 compared to  approximately
$381,972 for the six-month period ended  March 31, 2000.  This increase of
approximately  $1,051,021 is primarily due to interest expense generated by the
operations of United Mortgage as mortgages are originated by borrowings  against
the Company's  warehouse line of credit and is partially  offset by interest
income generated by the Company's mortgage  origination  operations.  There was
no comparable business operation during the six-month period ended March 31,
2000.

Net Income

     The Company  recorded  net income of $1,123,576 for the six-month period
ended March 31, 2001 compared to a net loss of ($566,344) for the six-month
period ended March 31, 2000.  Basic and diluted  earnings per share for the
six-month period ended March 31, 2001, were $.06.

                                        16

<PAGE>

Liquidity and Capital Resources

     The Company used cash from operating activities totaling $411,997 for
the six-month period ended March 31, 2001. The principal  component of cash
generated in operating activities was the Company's net income of $1,123,576.
Increases in mortgage loans held for sale ($682,217) and accrued expenses
($335,402)offset decrease in accounts payable ($795,680).  A non-cash gain on
the exchange of a note receivable was generated in the amount of $851,000 offset
these favorable changes.

      The Company used cash from operating activities totaling $1,665,513 for
the six-month period ended March 31, 2000. The principal  component of cash
used in operating activities was the Company's net loss of $(566,344).
Increases in restricted cash ($260,000) and amounts due from former shareholders
of Accent Mortgage Services, Inc. offset proceeds from the sale of real estate
held for development ($600,000) as well as increases in accounts payable and
accrued expenses ($671,234) and accrued interest ($166,635).

      The Company provided cash from investing  activities totaling $783,423 for
the six-month period ended March 31, 2001. The principal  component of cash
provided cash from investing activities was cash obtained in the acquisitions of
United  Mortgage  and Cross  Keys in the  amount of  $984,828.  This  amount was
reduced by $201,005 used for the purchase of property and equipment.

     Cash provided by financing activities totaled  $540,443 for the six-month
period ended March 31, 2001.  This amount  consisted of $56,787 from proceeds
from  issuance of notes  payable  offset by $649,138 repayments on notes
payable.  Amounts due to related parties decreased $928,606.  Additional paid
in capital contributed $2,061,400 to cash flow from financing activities.

      Cash provided by financing activities totaled  $1,891,777 for the
six-month period ended March 31, 2000.  This amount  consisted of $2,030,000
from proceeds from  issuance of notes  payable  offset by $905,000 repayments
on notes payable.  Amounts due to related parties increased $766,777.

     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 converted $2,061,353 in debt to equity through the issuance of
2,484,817 shares of common stock.

     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.

                                        17

 <PAGE>


                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

None.

Item 2.    Changes in Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.


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

           None.

Item 5.    Other Information

           None.

Item 6.    Exhibits and Reports on Form 8-K

A.         Exhibits

           Exhibit No.      Description of Exhibit

27.1       Financial Data Schedule

B.  Reports on Form 8-K

      During the quarter  ended  March 31, 2001,  the Company  filed with the
Commission the following reports on Form 8-K:

     Current  Report  on Form 8-K dated  January 5, 2001 and filed  with the
Commission on January 5, 2001 to disclose the particulars involved in the
acquisition of the personal residence of the Chairman and Chief Executive
Officer and to disclose the disposition of the Peachtree Industrial Boulevard
property.

     Current  Report on Form 8-K/A  dated January 19, 2001 and filed with the
Commission  on January 19, 2001 to  clarify a previous filing about the
acquisition  of United  Capital Mortgage, Inc. by the Company.

     During the quarter  ended  March 31, 2001,  the Company  filed with the
Commission the following reports on Form S-8:


                                       18
<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: May 2, 2001                      By: /s/ L. Scott Demerau
------------------------                      ----------------------------------
                                              L. Scott Demerau
                                              President and Chief Executive
                                              Office


                                       19
<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 March 31, 2001, and is qualified in its entirety
by reference to such consolidated unaudited financial statements.