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, 2000

                                       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 17,965,763 on August 7, 2000.

<PAGE>


                           LAHAINA ACQUISITIONS, INC.
                                    FORM 10-Q
                                      INDEX

                          PART I. FINANCIAL INFORMATION
                                                                           Page
                                                                       ---------
  Item 1.      Financial Statements

                Consolidated Balance Sheets as of June 30, 2000            3

                Consolidated Statement of Operations for the Nine          4
                   Months Ended June 30, 2000

                Consolidated Statement of Stockholders' Deficit            5

                Consolidated Statement of Cash Flows for the Nine          6
                   Months Ended June 30, 2000

                Notes to Consolidated Financial Statements                 8

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

   Item 3.      Quantitative and Qualitative Disclosures about
                   Market Risk                                            15

                                    PART II. OTHER INFORMATION

   Item 1.      Legal Proceedings                                         16

   Item 2.      Changes in Securities and Use of Proceeds                 16

   Item 3.      Defaults upon Senior Securities                           16

   Item 4.      Submission of Matters to a Vote of Security Holders       16

   Item 5.      Other Information                                         16

   Item 6.      Exhibits and Reports on Form 8-K                          16

                Signatures                                                17

                Financial Data Schedule                                   18

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                            LAHAINA ACQUISITIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
<TABLE>

                                                                      June 30,      September 30,
                                                                        2000            1999
                                                                  --------------   --------------
<S>                                                               <C>              <C>
ASSETS
Cash and cash equivalents                                          $     24,274     $     15,300
Restricted cash                                                         490,298           77,352
Restricted certificates of deposit                                      126,607          126,249
Real estate held for sale                                                     -        3,650,000
Real estate held for development                                      3,286,145        2,958,143
Foreclosed real estate                                                  593,960          593,960
Mortgage loans held for sale, net                                             -                -
Options to acquire real estate                                          408,353          122,893
Property and equipment, net                                             221,384           87,101
Goodwill, net                                                         1,588,995          903,042
Note receivable - sale of Beachside Commons I, Inc.                   2,107,353                -
Note receivable - sale of real estate option                            915,750                -
Note receivable - sale of lots                                          600,000                -
Other assets                                                            854,383          471,386
                                                                 ---------------   --------------
         Total assets                                              $ 11,217,502      $ 9,005,426
                                                                 ===============   ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
    Accounts payable and accrued expenses                           $ 2,232,349      $ 1,837,328
    Accrued interest payable                                            478,374          298,432
    Notes payable - warehouse line                                    1,090,587        1,132,442
    Notes payable                                                     5,298,817        7,537,432
    Due to related parties and stockholders                           2,882,488          611,057
    Deferred revenue                                                    200,249          216,500
    Other liabilities                                                         -            9,500
                                                                 ---------------   --------------
         Total liabilities                                           12,195,364       11,642,691
                                                                 ---------------   --------------
    Commitments and contingencies
Redeemable stock:
    Common stock, no par value; 3,250,000 shares issued
    and outstanding entitled to redemption under certain
    circumstances                                                      (377,001)         (92,529)
                                                                 ---------------   --------------
Stockholders' deficit:
    Preferred series A convertible stock, 10,000,000 shares
      authorized, no shares issued or outstanding                             -                -
    Common stock, no par value, 800,000,000 shares authorized,
      13,603,263 shares issued and outstanding at June 30, 2000
      and 12,967,343 shares issued and outstanding at
      September 30, 1999                                                      -                -
    Additional paid in capital                                         (168,141)      (1,389,431)
    Accumulated deficit                                                (428,220)      (1,155,305)
                                                                 ---------------   --------------
                                                                       (596,361)      (2,544,736)
                                                                 ---------------   --------------
         Total liabilities and stockholders' deficit               $ 11,217,502      $ 9,005,426
                                                                 ===============   ==============
</TABLE>

See accompanying notes to consolidated financial statements

<PAGE>


                            LAHAINA ACQUISITIONS, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>


                                                                           Three Months        Nine Months
                                                                               Ended               Ended
                                                                              June 30,            June 30,
                                                                                2000                2000
                                                                       ------------------  -------------------
<S>                                                                  <C>                 <C>
Revenue:
     Mortgage brokerage services                                      $        2,893,131   $       6,753,618
     Real estate services                                                      2,000,000           3,750,000
                                                                       ------------------  ------------------
          Total revenue                                                        4,893,131          10,503,618
                                                                       ------------------  ------------------
Operating expenses:
     Broker commissions                                                        2,502,567           5,796,186
     Cost of real estate sold                                                    498,086             693,615
     Salaries and employee benefits                                              614,548           1,268,938
     General and administrative                                                  275,517             965,226
     Professional expenses                                                       178,927             481,802
     Occupancy expense                                                            39,410             117,659
     Amortization of goodwill                                                     27,271              60,048
     Depreciation and amortization                                                19,727              33,811
                                                                       ------------------  ------------------
          Total operating expenses                                             4,156,053           9,417,285
                                                                       ------------------  ------------------

Operating income                                                                 737,078           1,086,333
                                                                       ------------------  ------------------
Other (expense) income:
     Other income (expense)                                                      (72,058)            485,094
     Interest expense                                                           (191,870)           (573,842)
                                                                       ------------------  ------------------
                                                                                (263,928)            (88,748)
                                                                       ------------------  ------------------
Income before income taxes                                                       473,150             997,585
Income tax expense                                                               192,500             262,500
                                                                       ------------------  ------------------
Net income                                                            $          280,650   $         735,085
                                                                       ==================  ==================
Basic earnings per share                                              $             0.02   $            0.06
                                                                       ==================  ==================
Diluted earnings per share                                            $             0.02   $            0.04
                                                                       ==================  ==================
Weighted average shares outstanding - basic                                   13,557,769          13,226,360
                                                                       ==================  ==================
Weighted average shares outstanding - diluted                                 18,306,917          17,874,252
                                                                       ==================  ==================
</TABLE>

See accompanying notes to consolidated financial statements
<PAGE>


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

<TABLE>

                                                                          Additional
                                               Common Stock                 Paid-in         Accumulated
                                        Shares            Amount            Capital           Deficit             Total
                                     --------------    --------------    --------------    ---------------    --------------
<S>                                    <C>            <C>               <C>               <C>                <C>
Balance at September 30, 1999           12,967,343     $           -     $  (1,389,431)    $   (1,155,305)    $  (2,544,736)
Net income                                       -                 -                 -            735,085           735,085
Cashless exercise of options               325,920                 -                 -                  -                 -
Options exercised                           50,000                 -            17,500                  -            17,500
Stock for Purchase of Paradigm             260,000                 -           901,059                  -           901,059
Warrants issued in payment
  of fees                                        -                 -           302,731                  -           302,731
                                     --------------    --------------    --------------    ---------------    --------------
Balance at June 30, 2000                13,603,263     $           -     $    (168,141)    $     (420,220)    $    (588,361)
                                     ==============    ==============    ==============    ===============    ==============
</TABLE>


See accompanying notes to consolidated financial statements
<PAGE>


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

<TABLE>

                                                                                   Nine Months
                                                                                     Ended
                                                                                     June 30,
                                                                                      2000
                                                                                 ---------------
<S>                                                                            <C>
Cash Flows from Operating Activities:
   Net income                                                                   $      735,085
   Adjustments:
     Depreciation and amortization                                                      93,859
     Income relating 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 of real estate held for development                               (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                                                               (423,637)
        Restricted certificates of deposit                                                (358)
        Options to acquire real estate                                                (344,679)
        Costs associated with development of real estate                              (962,398)
        Due from former shareholders of Accent Mortgage Services, Inc.
               under indemnity                                                        (284,472)
        Other assets                                                                  (219,102)
       (Decrease) increase in:
        Accounts payable, accrued expenses and other liabilities                       806,286
        Accrued interest payable                                                       266,597
        Deferred revenue                                                               (16,251)
                                                                                 ---------------
Net cash provided by operating activities                                           (3,183,180)
                                                                                 ---------------
Cash Flows from Investing Activities                                                                             -
       Purchase of property and equipment                                              (14,200)
                                                                                 ---------------
Net cash used in investing activities                                                  (14,200)
                                                                                 ---------------
Cash Flows from Financing Activities:
   Proceeds from issuance of notes payable                                           3,626,616
   Proceeds from exercise of stock options                                              17,500
   Repayment of notes payable                                                       (1,090,943)
   Increase in amounts due to related parties                                          653,181
                                                                                 ---------------
Net cash used in financing activities                                                3,206,354
                                                                                 ---------------
Net increase in cash and cash equivalents                                                8,974
Cash and cash equivalents at beginning of the period                                    15,300
                                                                                 ---------------
Cash and cash equivalents at end of the period                                  $       24,274
                                                                                 ===============

</TABLE>


See accompanying notes to consolidated financial statements

<PAGE>


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

<TABLE>

                                                                                  Nine Months
                                                                                     Ended
                                                                                    June 30,
                                                                                      2000
                                                                                 ---------------

<S>                                                                            <C>

Supplemental disclosures of cash flow information:

Cash paid during the period for interest                                        $      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 issueance costs                   $     (302,731)
     Other assets                                                               $      302,731
</TABLE>



See accompanying notes to consolidated financial statements
<PAGE>


                            LAHAINA ACQUISITIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         Nine Months Ended June 30, 2000
                                   (unaudited)


     The information presented herein as of June 30, 2000, and for the nine
months ended June 30, 2000 is unaudited. The September 30, 1999 balance sheet
was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.

1. Summary of Significant Accounting Policies

     The  accompanying  interim  consolidated  financial  statements  have  been
prepared by us in accordance and consistent with the accounting  policies stated
in our 1999 Annual Report on Form 10-K/A and should be read in conjunction  with
the  consolidated  financial  statements  appearing  therein.  In the opinion of
management,   all  adjustments   necessary  for  a  fair  presentation  of  such
consolidated   financial   statements  are  reflected  in  the  interim  periods
presented.  Additionally,  all  adjustments  are of a normal  recurring  nature.
Interim results are not necessarily indicative of results for a full year.

     The consolidated  financial statements and notes are presented as permitted
by Form 10-Q and do not  contain  certain  information  included  in the  annual
consolidated financial statements.

2. Acquisitions and Divestitures

 Sale of Beachside Commons I, Inc.

     On December 30, 1999, the Company sold Beachside  Commons I, Inc., a wholly
owned  subsidiary,  to Beachside  Commons  Holding,  LLC.  The  purchase  price,
$4,550,000,  consisted of an  assumption  of $1,550,000 of debt and a $3,000,000
note,  bearing interest at 6% and due December 31, 2000, from Beachside  Commons
Holding,  LLC.  The note was  recorded at a discount of $972,000 at December 30,
1999.

     The note is secured  solely by 1,175,000  shares of common stock of Lahaina
held by an escrow agent. The Company values the note based upon the lower of the
face amount of the note less the amortized  discount and the market value of the
stock held as  collateral.  At June 30, 2000 and December 31, 1999, the note was
valued at $2,234,919 and $1,944,877, respectively. As a result of amortizing the
discount, subject to the market value limitation noted, the Company has recorded
Other  Expense of $173,000 for the quarter  ended June 30, 2000 and Other Income
of $34,000 for the nine months ended June 30, 2000.

Paradigm Purchase

     On March 20,  2000,  the Company  completed  the purchase of certain of the
assets of Paradigm Mortgage Associates, Inc., a Florida corporation, for 500,000
shares of common stock of Lahaina.  Under terms of the Asset Purchase Agreement,
Paradigm  guaranteed  that the Branch  Operations  acquired by the Company would
maintain a minimum  monthly volume of mortgage loan  originations of $19,000,000
for at least twelve of the eighteen months subsequent to the transaction. If the
Minimum  Volume is not achieved in at least twelve of the eighteen  months,  for
every month in addition to six months that the Minimum  Volume is not  achieved,
Seller shall forfeit  20,000 shares.  The 240,000  shares that are  contingently
returnable are treated as contingently  issuable  shares.  The purchase of these
assets is recorded at the market value of the 260,000 shares of stock ($3.47 per
share  or a  total of  $901,059)  that  are  not  contingently  returnable  with
$155,058  allocated  to  property  and  equipment  and  the  remaining  $746,001
allocated  to goodwill to be  amortized  over 15 years.  If the minimum  monthly
volumes are achieved,  the shares no longer at risk of being  cancelled  will be
recorded  at the  value of the  stock at the  issue  date and  goodwill  will be
increased accordingly.

     Paradigm  agreed to reimburse the Company for transition  costs  associated
with integrating the operations acquired with those of the Company. These costs,
to be  determined  in the sole  discretion  of the  Company,  shall  not  exceed
$900,000 and the period  involved runs to March 20, 2001.  To date,  the Company
has identified $18,000 of such costs, which have been billed and collected.  The
reimbursement was recorded as a reduction of the appropriate expense.

     300,000 of the shares  issued to purchase the  Paradigm  assets are held in
escrow with 150,000  segregated  and  specified  to secure  payment of indemnity
claims and the performance guarantee and 150,000 shares segregated and specified
to secure payment of transition costs claims.
<PAGE>

3. Notes Payable

The Company has the following notes payable at June 30, 2000:
<TABLE>
<S>                                                                                      <C>
Real estate indebtedness:
Note payable secured by certain parcels of land held for development,                      $     2,645,595
due September 1, 2002. Interest only is payable monthly at a rate of 9.5%.


Note payable secured by certain parcels of land held for development.                                6,443
Interest only is payable quarterly at a rate of 8.25%.

Non interest bearing note secured by certain parcels of land held for                              550,000
development, due June 7, 2000.
                                                                                             --------------
Total real estate indebtedness                                                                   3,202,038
                                                                                             --------------

General corporate indebtedness:

8% Note payable due September 25, 2000. Company may elect to pay the note,                         525,000
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 stock
equal to the number of shares issuable upon conversion.

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 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 stock
equal to the number of shares issuable upon conversion.                                            475,000

Note payable secured by certain parcels of real estate, due October 24, 2000. Interest             161,750
only is payable monthly at a rate of 15%.

Note payable secured by certain parcels of real estate, due December 2, 2000. Interest             350,000
only is payable monthly at a rate of 15%.

Insurance premium note. Interest at  11.5%, with monthly payments of $14,950.                       85,029

                                                                                             --------------
Total general corporate indebtedness                                                             2,096,779
                                                                                             --------------

     Total notes payable                                                                   $     5,298,817
                                                                                             ==============
Due to related parties and stockholders:
9% Convertible Note, secured by a second mortgage on certain parcels of                            459,586
real estate, due January 31, 2001. Interest only payable quarterly in arrears.

9% Convertible Note, secured by a second mortgage on certain parcels of                            500,000
real estate, due August 18, 2001. Interest only payable quarterly in arrears.

Note payable to a related party secured by certain parcels of land held for                         89,307
development, due July 1, 2000. Interest only is payable quarterly at a rate of 8.25%.

Unsecured note payable to a related party, due December 31, 2000. Interest only                    904,075
payable at maturity at a rate of 9% per annum.

Unsecured note payable to the majority shareholder, with no stated interest rate,                  777,000
due on demand. Interest is accrued at 10.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,                            71,720
due on demand. Interest is accrued at 8.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,                            16,800
due on demand. Interest is accrued at 8.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,                            37,000
due on demand. Interest is accrued at 8.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,                            22,000
due on demand. Interest is accrued at 8.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,
due on demand. Interest is accrued at 8.25% per annum.                                               5,000
                                                                                             --------------
Total due to related parties and stockholders                                              $     2,882,488
                                                                                             ==============
</TABLE>
<PAGE>



4. Restructuring of Certain Debt

     On February 17, 2000,  the Holder of the Company's  convertible  notes (the
"Notes")  entered  into an  agreement  with a party  related  to the  Company to
exchange the Notes, along with all accrued interest,  accrued liquidated damages
and other  features  relating to the Notes,  for a new security  provided by the
related  party.  As a result,  the  related  party has  agreed to amend  certain
provisions  of the Notes  (including,  but not  limited to, the  provisions  for
liquidated  damages,  requirements  for  filing  and  maintaining  an  effective
registration  statement  and  conversion  terms)  and to waive  permanently  all
previous  accrued  interest and accrued  liquidated  damages  pertaining  to the
Notes. The Company  reversed  accrued  interest  payable and accrued  liquidated
damages payable totaling  $287,438 during the three-month  period ended December
31, 1999,  and is in  compliance  with the amended  terms and  conditions of the
Notes.  The Company  also  wrote-off  approximately  $140,000  of other  assets,
primarily  related  to  the  costs  of  maintaining  an  effective  registration
statement  on Form S-1 (or other  Form) for the shares of Lahaina  common  stock
into which the Notes might be converted.

5. Commitments and Contingencies

     In July and August 1998,  Accent  Mortgage  Services,  Inc. (AMSI) acquired
from SGE and related entities notes secured primarily by first security interest
in residences. The selling entity, SGE, has been placed in receivership by Order
of the Superior Court of Tift County,  Georgia. The receiver is charged with the
responsibility  of settling  competing claims, if any, to loans made and sold by
SGE.  Many of the loans  acquired  by the  Company  from SGE were  later sold to
Matrix Bank for a total purchase price of $623,032. Matrix Bank contends some of
the loans are subject to competing claims or are non-performing  assets, and has
demanded that the Company reacquire these loans. The Company is negotiating with
Matrix to resolve these issues,  however,  the ultimate resolution is unknown at
this time.  The Company has not  provided  for any loss that may result from the
Matrix transaction, however should the ultimate resolution be unfavorable to the
Company, any losses would be subject to the indemnification from the former AMSI
shareholders.

     On May 1, 2000 the U.S.  Department of Housing and Urban Development issued
Mortgagee Letter 00-15 addressing "Prohibited Branch Arrangements" and providing
guidance and  clarification  regarding the Department's  requirements for branch
offices of HUD/FHA approved mortgagees. A significant portion of the loan volume
originated and brokered by the Company's  branch network would be in jeopardy if
HUD/FHA approval were lost, and the Company could be subject to HUD sanctions if
it were  found  to be in  violation  of HUD  Regulations.  Management  is of the
opinion that its current method of operation is substantially in compliance with
the regulations.

     The Company is 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.
<PAGE>

6. Segment Information

     The Company operates in two business segments - Mortgage Brokerage and Real
Estate Development.

     Mortgage  Brokerage  provides  mortgage  brokerage  services  to  consumers
through a network of over 100 branch offices located in 25 states.

     Real Estate development is engaged in the acquisition, development and sale
of a variety of real estate projects.

     Corporate services include human resources,  legal,  accounting and various
unallocated overhead costs.

     There are no inter-segment revenues.

                                     Three months      Nine months
                                        ended            ended
                                    --------------   --------------
                                            June 30, 2000
                                    -------------------------------

Revenues
   Mortgage Brokerage            $      2,893,131 $      6,753,618
   Real Estate Development              2,000,000        3,750,000
   Corporate                                    -                -
                                    --------------   --------------
                                 $      4,893,131 $     10,503,618
                                    ==============   ==============
Operating income (loss)
   Mortgage Brokerage            $         32,020          (13,724)
   Real Estate Development              1,387,775        2,743,573
   Corporate                             (682,717)      (1,643,516)
                                    --------------   --------------
                                 $        737,078 $      1,086,333
                                    ==============   ==============
Identifiable assets
   Mortgage Brokerage                             $      5,060,037
   Real Estate Development                               3,660,305
   Corporate                                             2,497,161
                                                     --------------
                                                  $     11,217,502
                                                     ==============


<PAGE>



ITEM 2. Managements 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

THREE MONTHS ENDED June 30, 2000

Revenues

     Revenues for the quarter ended June 30, 2000 totaled $4,893,000 an increase
of $2,057,000 when compared to the first quarter and $2,119,000 when compared to
the second quarter. Revenue from Mortgage Brokerage Services was $2,893,000,  an
increase  of  $1,207,000  over the first  quarter and  $719,000  over the second
quarter.  Mortgage loan volume  originated and brokered by the Company's  branch
operations for the quarter  totaled $80.9 million.  This  represents an increase
over the previous quarter of 39% and over the first quarter of 79%.

     Revenue  from Real  Estate  Services  for the quarter  was  $2,000,000,  an
increase  of  $1,400,000  over the second  quarter and  $850,000  over the first
quarter.  Due  to  the  type  and  small  number  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 June 30, 2000 total $4,119,000, an
increase from  $2,953,000 in the previous  quarter and  $2,309,000 for the first
quarter.  Operating  expenses for the quarter  ended June 30, 2000 were 84.2% of
total revenue for the period. The principal components of operating expenses for
the period  were  broker  commissions  ($2,503,000  or 60.8% of total  operating
expense),  salaries and employee benefits  ($615,000 or 14.9% of total operating
expenses),  general  and  administrative  expenses  ($276,000  or 6.7% of  total
operating expenses),  and professional fees ($179,000 or 4.3% of total operating
expenses).

     Broker  commissions  are  typically  commissions  paid  by the  Company  to
employees at the branch offices who are  responsible  for  originating the loans
brokered  by the  branch.  The  relationship  between  revenue  and the  related
Commission expense for the three quarters is as follows:

                              Quarter 1       Quarter 2        Quarter 3
Mortgage Brokerage Revenue  $ 1,686,000     $ 2,174,000      $ 2,893,000
Broker Commissions            1,493,000       1,800,000        2,503,000
Percentage                        88.6%           82.8%            86.5%

     General and  administrative  expense in the quarter ended June 30, 2000 was
$157,000 lower than in the previous quarter, and $29,000 higher than in the
first quarter. Cost associated with the acquisition and integration of the
Paradigm operation are believed to have been a temporary matter.

<PAGE>

Other (Expense) Income

     Other (expense) income for the quarter ended June 30, 2000 is a net expense
of $264,000.  This  consists  primarily of interest  expense of $192,000 and the
$72,000 net expense from interest and  miscellaneous  income of $100,000 and the
$173,000  expense from the  quarterly  adjustment  of the carrying  value of the
Beachside Note Receivable.

Income before Income Taxes, Tax Provision, Net Income

     Income tax expense is provided for on the basis of estimated taxable income
which differs from the income on the financial statements, primarily as a result
of the fluctuation in the valuation of the Beachside Commons note receivable. As
noted above,  in the quarter  ended June 30,  2000,  this  adjustment  was a non
deductible expense of $173,000.

NINE MONTHS ENDED June 30, 2000

Revenues

     Revenues  for  the  nine-month   period  ended  June  30,  2000  aggregated
$10,504,000,  with $6,754,000 (64.3%) from Mortgage Brokerage Services. Mortgage
loan volume originated and brokered by the Company's branch  operations  totaled
$184.3  million.  Real  estate  revenues  totaled  $3,750,000,  (35.7%  of total
revenue).  $2,600,000 or 69.3% of the real estate revenue is attributable to the
sale of property  developed by the Company.  The  remaining  $1,150,000  of Real
Estate Services revenue represents the sale of an option to acquire property for
development that was owned by the Company.

Operating Expenses

     Operating expenses for the nine-month period ended June 30, 2000 aggregated
$9,380,000 or 89.3% of total revenue for the period. The principal components of
operating expenses for the period were Broker  commissions  ($5,796,000 or 61.8%
of total  operating  expenses),  salaries and employee  benefits  ($1,269,000 or
13.5% of total  operating  expenses),  general and  administrative  ($965,000 or
10.3% of total expenses),  and professional  expenses ($482,000 or 5.1% of total
operating expenses).

     Broker  commissions  ($3,294,000)  are  typically  commissions  paid by the
Company to employees at the branch offices who are  responsible  for originating
the loans brokered by the branch. For the nine-month period ended June 30, 2000,
Broker commissions were 85.8% of Mortgage Brokerage services revenue.

Other (Expense) Income

     Other  (expense)  income for the  nine-months  ended June 30, 2000 is a net
expense of $89,000.  This  consists of Other Income of $485,000  which  consists
primarily of the year to date valuation adjustment to the Beachside Commons note
($34,000), income from the restructuring of certain of the Company's convertible
notes  ($147,000),  income  from the  elimination  of  accounts  payable  in the
Beachside  transaction  ($135,000),  interest  income  on  the  notes  from  the
Beachside  and real estate  option sale  ($115,000),  and is reduced by interest
expense of $574,000.

Income before Income Taxes, Tax Provision, Net Income

     For the nine-month  period ended June 30, 2000, the Company recorded income
tax  expense  of  $262,500.  The sale of the  stock of a  subsidiary  (Beachside
Commons I) generated taxable income  significantly  different from that reported
for financial  statement purposes.  Subsequent  fluctuations in the valuation of
the note  receivable  will  result  in income  or loss for  financial  statement
purposes that result in no tax expense or benefit.
<PAGE>

Liquidity and Capital Resources

     The Company used cash in operating  activities  totaling $3,183,000 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 $735,000.  Increases in
restricted cash ($424,000), costs associated with the development of real estate
($962,000),  options to acquire  real  estate  ($345,000),  and amounts due from
former  shareholders of Accent Mortgage  Services,  Inc.  ($284,000) offset cash
generated by net income. Income from restructuring notes ($147,000), forgiveness
of  debt  ($135,000)  and  the  revaluation  of the  Beachside  note  receivable
($34,000)  offset cash  generated  by net income.  Gains on sales of real estate
($1,502,000)  and the  gain on the  sale  of  options  to  acquire  real  estate
($1,091,000) 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  ($806,000),  and accrued
interest ($267,000) provided cash flow from operations.

     Cash provided from financing  activities totaled $3,206,000 for the period,
primarily  consisting of borrowings from  non-related  parties  ($3,627,000) and
related parties and stockholders  ($654,000),  partially offset by repayments of
$1,091,000.

     The Company had $24,000 of unrestricted  cash and cash  equivalents at June
30, 2000. With this small cash balance and the historical negative cash provided
by  operations,  the Company may not be able to pay its  obligations in a timely
manner.

     Management's plan is to continue to attempt to restructure or refinance its
existing obligations,  find a source of equity,  increase the volume of mortgage
loans  brokered  through its mortgage  operations,  develop and sell its various
parcels of real estate and, ultimately, to achieve sustainable profitability and
positive cash flow.  While  management  is currently  holding  discussions  with
potential sources of debt and equity  financing,  there can be no assurance that
they will be successful in the  discussions.

     The Company has contracts for the sale of lots and parcels in its Peachtree
Industrial   development   totaling  more  than   $1,350,000  and  believes  the
transactions  will close before the end of September.  There can be no assurance
that these  transactions  will  close,  or if they do,  that they will  generate
sufficient cash to satisfy the needs of the Company.

     In early July 2000,  several  employees of the Company were granted options
to acquire  700,000 shares of freely trading  common stock for  $1,000,000.  The
employees  exercised  these  options on July 6, 2000 by  executing a note to the
Company.  The Company  anticipates that the note will be paid in full within the
next 60 days to provide an infusion of cash.

     The Company anticipates collection of at least some of the amount due from
former shareholders of Accent Mortgage Services, Inc. under an indemnity
agreement executed as part of the original agreement for the purchase of Accent
Mortgage Services, Inc. by The Accent Group.

     There can be no assurance  that an increase in mortgage loan volume will be
achieved such that sufficient cash will be generated.  The Company has announced
that it intends to dividend a significant  ownership percentage (80% or more) in
the mortgage  operations to existing  shareholders.  Profitability and cash flow
from the  separate  operations  will no  longer  be  available  to  support  the
operating or financing needs of each other.

     A $550,000  note  secured by parcels of real estate was due on June 7, 2000
and the Company was unable to make the payment.  The Company is negotiating with
the holder of this note in an effort to obtain an extension of the note.  If the
Company is not  successful  in these  efforts,  the note will be in default  and
interest  at 18% begins  accruing  from the date of the note in  addition to any
other remedies the holder might seek. The Company believes it will be successful
in these negotiations.

     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.


<PAGE>

Year 2000 Readiness

     The Company has not incurred any material costs nor has it experienced  any
operational problems as a result of Year 2000 issues.

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 does not expect the adoption of SFAS No. 133 to have a
material effect on the Company's consolidated financial statements.

     In March 2000, the FASB issued FASB  Interpretation No. 44, "Accounting for
Certain  Transactions   Involving  Stock  Compensation"  ("FIN  44"),  which  is
effective July 1, 2000, except that certain  conclusions in this  Interpretation
which cover specific events that occur after either December 15, 1998 or January
12,  2000  are  recognized  on a  prospective  basis  from  July 1,  2000.  This
Interpretation  clarifies the  application  of APB Opinion 25 for certain issues
related to stock issued to employees.  The Company  believes its existing  stock
based  compensation  policies and procedures  are in compliance  with FIN 44 and
therefore,  the adoption of FIN 44 will have no material impact on the Company's
financial condition, results of operations or cash flows.

     In March 2000, the FASB issued  Emerging  Issues Task Force Issue No. 00-2,
"Accounting for Web Site Development Costs" ("EITF 00-2") which is effective for
all such costs incurred for fiscal quarters  beginning after June 30, 2000. EITF
00-2  establishes  accounting  and  reporting  standards  for costs  incurred to
develop a web site based on the nature of each cost.  Currently,  as the Company
has de minimis web site development costs, the adoption of EITF 00-2 would have
no impact on the Company's financial condition or results of operation.


ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to market risk from changes in interest  rates.  The
Company  had minimal  indebtedness  subject to  variable  interest  rates at the
beginning  of the  year,  and all of this was paid off  during  the  three-month
period ended March 31, 2000. Most of the Company's debt is relatively short term
(due within the next 24 months) and in most cases will be renegotiated. Assuming
March 31, 2000 debt levels  (exclusive of stockholders  and related  parties) an
increase or decrease in interest rates of one percentage  point would impact the
Company's interest expense by about $60,000 per year.

     The following table presents the principal cash flows and related  weighted
average interest rates on debt by expected maturity date as of June 30, 2000:


<TABLE>
                                                                                                   Fair
                                  2000             2001             2002             Total            Value
                             ---------------  ---------------  ---------------   --------------   --------------
<S>                      <C>               <C>              <C>              <C>              <C>
Fixed rate debt           $       5,393,152 $      1,275,000 $      2,645,595 $      9,313,747 $      9,313,747
Average interest rate                 8.34%            9.00%            9.50%            8.76%
</TABLE>

<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

     The Company borrowed $550,000 from GCA Strategic  Investment Fund, Limited,
under terms of a note secured by parcels of real estate.  The note became due on
June 7, 2000.

     The  Company  is  negotiating  with the holder of this note in an effort to
obtain an extension of the due date.  If the Company is not  successful in these
efforts,  in default the note bears  interest at 18% which will begins  accruing
from the date of the note in addition  to any other  remedies  the holder  might
seek. The Company believes it will be successful in these negotiations.

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


2.1              Second Amendment to Asset Purchase Agreement dated
                 March 20, 2000 (1)


27               Financial Data Schedule



(1) Incorporated by reference to the Company's Current Report on Form 8-K/A
dated June 5, 2000 and filed with the Commission on June 5, 2000.

B.  Reports on Form 8-K

     During  the  quarter  ended  March 31,  2000,  the  Company  filed with the
Commission the following reports on Form 8-K:

     Current  Report  on Form  8-K/A  dated  July 24,  2000 and  filed  with the
Commission  on July 24,  2000 to  clarify a  previous  filing  about a change in
Accountants.

     Current  Report  on Form  8-K  dated  July  13,  2000  and  filed  with the
Commission  on July 14,  2000,  regarding  changes  in  Registrant's  Certifying
Accountant.

     Current Report on Form 8-K/A  (Amendment No.1) dated June 5, 2000 and filed
with the Commission on June 5, 2000,  amending a previous filing relating to the
Company's acquisition of certain assets of Paradigm Mortgage Associates, Inc.
<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 21, 2000                  By: /s/ L. Scott Demerau
--------------------------              ----------------------------------------
                                                L. Scott Demerau
                                        President and Chief Executive Officer