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, 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 16,869,627 on April 14, 2000.

<PAGE>

                                       2

                           LAHAINA ACQUISITIONS, INC.
                                    FORM 10-Q
                                      INDEX

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

                Consolidated Balance Sheets as of March 31, 2000
                  and September 30, 1999                                  3

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

                Consolidated Statement of Stockholders' Deficit           5

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

                Notes to Consolidated Financial Statements                8

   Item 2.      Management's Discussion and Analysis of Financial
                  Conditions 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                         17

                Signatures                                               18

                Financial Data Schedule                                  19


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                           LAHAINA ACQUISITIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>

                                                                                    March 31,      September 30,
                                                                                       2000             1999
                                                                                   -----------      ------------
                                                                                   (unaudited)
<S>                                                                              <C>               <C>
ASSETS
Cash and cash equivalents                                                         $    226,364      $    15,300
Restricted cash                                                                        326,464           77,352
Restricted certificates of deposit                                                     126,607          126,249
Real estate held for sale                                                                    -        3,650,000
Real estate held for development                                                     3,589,184        2,958,143
Foreclosed real estate                                                                 593,960          593,960
Options to acquire real estate                                                         170,913          122,893
Property and equipment, net                                                            242,274           87,101
Goodwill, net                                                                        1,616,266          903,042
Note receivable - sale of Beachside Commons I, Inc.                                  2,234,919
Note receivable - sale of real estate option                                           900,000
Other assets                                                                           524,732          471,386
                                                                                ---------------   --------------
         Total assets                                                             $ 10,551,683      $ 9,005,426
                                                                                ===============   ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
    Accounts payable and accrued expenses                                          $ 2,097,298      $ 1,837,328
    Accrued interest payable                                                           378,412          298,432
    Notes payable - warehouse line                                                   1,132,442        1,132,442
    Notes payable                                                                    4,739,538        7,537,432
    Due to related parties and stockholders                                          3,501,834          611,057
    Deferred revenue                                                                   175,699          216,500
    Other liabilities                                                                        -            9,500
                                                                                ---------------   --------------
         Total liabilities                                                          12,025,223       11,642,691
                                                                                ---------------   --------------
    Commitments and contingencies
Redeemable stock:
    Common stock, no par value; 1,100,000 shares issued and outstanding
    entitled to redemption under certain circumstances                                (488,300)         (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, 15,659,627 shares
    issued and outstanding at March 31, 2000 and 12,967,343 shares
    issued and outstanding at September 30, 1999                                             -                -
    Additional paid in capital                                                        (284,372)      (1,389,431)
    Accumulated deficit                                                               (700,868)      (1,155,305)
                                                                                ---------------   --------------
                                                                                      (985,240)      (2,544,736)
                                                                                ---------------   --------------
         Total liabilities and stockholders' deficit                              $ 10,551,683      $ 9,005,426
                                                                                ===============   ==============

</TABLE>


          See accompanying notes to consolidated financial statements


<PAGE>

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



                                                                                 Three Months         Six Months
                                                                                     Ended               Ended
                                                                                   March 31,           March 31,
                                                                                     2000                2000
                                                                                ---------------    ---------------
<S>                                                                              <C>               <C>
Revenue:
     Mortgage brokerage services                                                  $  2,174,126       $  3,860,487
     Real estate services                                                              600,000          1,750,000
                                                                                ---------------    ---------------
          Total revenue                                                              2,774,126          5,610,487
                                                                                ---------------    ---------------
Operating expenses:
     Broker commissions                                                              1,800,162          3,293,619
     Cost of real estate sold                                                          136,310            195,529
     Salaries and employee benefits                                                    354,934            654,390
     General and administrative                                                        433,188            680,194
     Professional expenses                                                             162,413            302,875
     Occupancy expense                                                                  39,972             78,249
     Amortization of goodwill                                                           18,264             32,777
     Property taxes                                                                          -              9,515
     Depreciation and amortization                                                       7,865             14,084
                                                                                ---------------    ---------------
          Total operating expenses                                                   2,953,108          5,261,232
                                                                                ---------------    ---------------
Operating income                                                                      (178,982)           349,255
Other expense (income):
     Other income                                                                     (412,458)          (587,497)
     Interest expense                                                                  203,400            381,972
     Other expense                                                                     (73,706)            30,343
                                                                                ---------------    ---------------
                                                                                      (282,764)          (175,182)
                                                                                ---------------    ---------------
Income before income taxes                                                             103,782            524,437
Income taxes                                                                           (45,000)            70,000
                                                                                ---------------    ---------------
Net income                                                                             148,782            454,437
                                                                                ===============    ===============
Basic earnings per share                                                          $       0.01       $       0.03
                                                                                ===============    ===============
Diluted earnings per share                                                        $       0.01       $       0.03
                                                                                ===============    ===============
Weighted average shares outstanding - basic                                         15,304,969         15,211,562
                                                                                ===============    ===============
Weighted average shares outstanding - diluted                                       16,580,999         16,557,189
                                                                                ===============    ===============

</TABLE>



See accompanying notes to consolidated financial statements

<PAGE>

                           LAHAINA ACQUISITIONS, INC.
                 CONSOLIDATE 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                                           -                 -                 -            454,437           454,437

Cashless exercise of options                   282,284                 -                 -                  -                 -

Stock for Purchase of Paradigm                 260,000                 -           901,059                  -           901,059

Warrants issued in payment
  of fees                                            -                 -            52,000                  -            52,000

Reclassification from redeemable
  stock                                      2,150,000                             152,000                              152,000
                                         --------------    --------------    --------------    ---------------    --------------
Balance at March 31, 2000                   15,659,627  $              -  $       (284,372) $        (700,868) $       (985,240)
                                         ==============    ==============    ==============    ===============    ==============





</TABLE>


See accompanying notes to consolidated financial statements



<PAGE>

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

                                                                                Six Months Ended
                                                                                March 31, 2000
                                                                               -----------------

<S>                                                                            <C>
  Net income                                                                    $     454,437
 Adjustments:
     Depreciation and amortization                                                     46,861
     Gain on sale of option to acquire real estate                                 (1,090,781)
     Income relating to restructuring of convertible notes                           (147,438)
     Valuation adjustment relating to note receivable                                (206,862)
     Issuance of warrants in lieu of cash for consulting services                      52,000
     (Increase) decrease in:
         Restricted cash                                                             (249,112)
         Options to acquire real estate                                              (107,239)
         Costs associated with development of real estate                            (462,703)
         Other assets                                                                (193,346)
         Amounts due from former shareholders of Accent Mortgage
                       Services, Inc. under indemnity                                (243,771)
     (Decrease) increase in:
         Accounts payable                                                             308,829
         Accrued interest payable                                                     166,634
         All other                                                                    (59,159)
                                                                                -----------------
 Net cash used in operating activities                                             (1,731,650)
                                                                                -----------------

 Cash Flows from Investing Activities:
     Purchase of property and equipment                                              (13,199)
                                                                                -----------------
 Net cash used in investing activities                                               (13,199)
                                                                                -----------------

 Cash Flows from Financing Activities:
     Proceeds from the issuance of notes payable                                   2,030,000
     Repayment of notes payable                                                     (905,000)
     Increase in amounts due to related parties                                      765,777
                                                                                -----------------
 Net cash provided by financing activities                                         1,890,777
                                                                                -----------------

 Net increase in cash and cash equivalents                                           145,928

 Cash and cash equivalents at beginning of period                            80,436
                                                                   -----------------

 Cash and cash equivalents at end of the period                  $          226,364
                                                                   =================


</TABLE>


See accompanying notes to consolidated financial statements

<PAGE>

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

<TABLE>

                                                                                   Six Months
                                                                                     Ended
                                                                                 March 31, 2000
                                                                                ----------------
<S>                                                                            <C>
Supplemental disclosures of cash flow information:

Cash paid during the period for interest                                        $        244,362

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

Sale of Real Estate Option:
     Notes receivable                                                           $       (900,000)
     Debt forgiveness                                                           $        250,000

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

     Redeemable stock                                                           $       (152,000)
     Additional paid-in capital                                                 $        152,000

     Goodwill acquired in Paradigm transaction                                  $       (756,001)
      Purchase of property and equipment                                        $       (155,058)
      Issuance of stock in Paradigm transaction                                 $        901,059


</TABLE>


See accompanying notes to consolidated financial statements



<PAGE>


                           LAHAINA ACQUISITIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         Six Months Ended March 31, 2000
                                   (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,  1999.  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, 1999.

     In the opinion of management, the consolidated financial statements reflect
all adjustments which are necessary to present fairly the financial  position of
Lahaina  Acquisitions,  Inc. and  subsidiaries at March 31, 2000, the results of
operations  for the three and six months ended March 31, 2000 and the cash flows
for the six months ended March 31, 2000.

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 675,000  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 March 31, 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 Income of $290,000  for the quarter  ended March 31, 2000 and $207,000 for
the six months ended March 31, 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
achieve 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)  stock that are not  contingently  returnable with
$155,058  allocated  to  property  and  equipment  and  the  remaining  $746,000
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.  During the quarter
ended March 31, 2000, the Company  identified  $18,000 of such costs, which were
billed to  Paradigm.  The  reimbursement  was  recorded  as a  reduction  of the
appropriate  expense and a receivable from  stockholders  and related parties at
March 31, 2000.

     A total of 400,000  shares are held in escrow with 250,000  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 March 31, 2000:
<TABLE>
<S>                                                                                      <C>
Real estate indebtedness:
Note payable secured by certain parcels of land held for development,                      $     2,165,595
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,                              992,500
due March 23, 2000. Interest only is payable quarterly at a rate of 8.25%.

Note payable secured by certain parcels of land held for development,                                6,443
due March 20, 2000. Interest only is payable quarterly at a rate of 8.25%.

Note payable secured by certain parcels of land held for development,                              550,000
due June 7, 2000. Interest at 18%.
                                                                                             --------------
Total real estate indebtedness                                                                   3,714,538
                                                                                             --------------

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.

Note payable secured by certain parcels of real estate, due April 8, 2000 . Interest               150,000
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%.
                                                                                             --------------
Total general corporate indebtedness                                                             1,025,000
                                                                                             --------------
     Total notes payable                                                                   $     4,739,538
                                                                                             ==============

Due to related parties and stockholders:

9% Convertible Note, secured by a second mortgage on certain parcels of                            775,000
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 related party secured by certain parcels of land held for                          596,057
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                    619,777
payable at maturity at a rate of 9% per annum.

Unsecured note payable to the majority shareholder, with no stated interest rate,                  840,000
due on demand. Interest is accrued at 10.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,                            71,000
due on demand. Interest is accrued at 8.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,                            30,000
due on demand. Interest is accrued at 8.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,                            55,000
due on demand. Interest is accrued at 8.25% per annum.

Unsecured note payable to a related party, with no stated interest rate,                            15,000
due on demand. Interest is accrued at 8.25% per annum.
                                                                                             --------------
Total due to related parties and stockholders                                              $     3,501,834
                                                                                             ==============
</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 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.

     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.

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 21 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.
<TABLE>
                                                Three months      Six months
                                                    ended           ended
                                              --------------- ---------------
                                                      March 31, 2000
                                           -------------------------------------
<S>                                          <C>             <C>
Revenues

   Mortgage Brokerage                         $    2,174,126  $    3,860,487
   Real Estate Development                           600,000       1,750,000
   Corporate                                               -               -
                                              --------------- ---------------
                                              $    2,774,126  $    5,610,487
                                              =============== ===============
Operating income (loss)
   Mortgage Brokerage                         $       18,436  $     (45,744)
   Real Estate Development                           350,944       1,355,798
   Corporate                                       (548,362)       (960,799)
                                              --------------- ---------------
                                              $    (178,982)  $      349,255
                                              =============== ===============
Identifiable assets
   Mortgage Brokerage                                       $      5,019,160
   Real Estate Development                                         3,181,475
   Corporate                                                       2,044,225
                                                              ---------------
                                                                $ 10,244,860
                                                              ===============
</TABLE>

<PAGE>

7. Subsequent Events

     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.

     The Company is currently reviewing the implications of Mortgagee Letter
00-15 on its  operations.  At this time,  management  is of the opinion that its
current method of operation, coupled with certain changes that management was in
the process of instituting  before the publication of Mortgagee Letter 00-15, is
in compliance with the regulations.

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 MARCH 31, 2000

Revenues

      Revenues  for  the  three-month   period  ended  March  31,  2000  totaled
$2,775,000  a decrease of $3,000 when compared to the first  quarter.  Revenue
from Mortgage  Brokerage  Services was $2,174,000,  an increase of $487,000 over
the previous quarter. Mortgage Brokerage Service revenue was approximately 76.7%
of total  revenues  for the current  quarter  compared to 60.7% in the  previous
quarter.  The Paradigm  acquisition  was not completed until late March and only
generated  revenue from March 20 forward.  Mortgage loan volume  originated  and
brokered  by  the  Company's   branch   operations   for  the  quarter   totaled
approximately $54.4 million, with $3.8 million of this generated by the Paradigm
branches.  This  represents an increase  over the previous  quarter of 20%. Real
estate revenues for the quarter were $600,000,  down approximately $550,000 from
the previous quarter.  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,  2000  totaled
$2,953,000,  an increase  from  $2,249,000  in the previous  quarter.  Operating
expenses for the quarter  ended March 31, 2000 were 106.3% of total  revenue for
the period.  The principal  components of operating expenses for the period were
broker commissions  ($1,800,000 or 59.3% of total operating  expense),  salaries
and employee benefits ($355,000 or 11.8% of total operating  expenses),  general
and administrative expenses ($433,000 or 14.4% of total operating expenses), and
professional fees ($162,000 or 5.4% of total operating expenses).

      Broker  commissions  ($1,800,000)  are typically  commissions  paid by the
Company to employees at the branch offices who are  responsible  for originating
the loans brokered by the branch.  Broker commissions in the quarter ended March
31, 2000 increased by $307,000 over the previous quarter, but as a percentage of
Mortgage  Brokerage  Services Revenue decreased to 82.8% for the current quarter
from 88.6% in the previous quarter.
<PAGE>

     General and  administrative  expense  increased  by $186,000 in the quarter
ended  March  31,  2000,  with  $105,000  of the  increase  attributable  to the
operations of the branches acquired from Paradigm. The remainder of the increase
was the result of adding  infrastructure to support the growing number of branch
operations and the increased number of mortgage brokers working for the Company.

Other Expense (Income)

     Other  expense  (income) for the quarter  ended March 31, 2000  consists of
Other Income,  Interest  Expense and Other Expense and is an aggregate income of
$283,000  for the  quarter.  It consists  primarily  of income from the $290,000
increase  in the  valuation  of the note  receivable  created  in the  Beachside
Commons  sale (see note 2),  interest  expense of $203,000,  interest  income of
$56,000  from  Notes  Receivable  from the  sale of  Beachside  and real  estate
options, and miscellaneous other income items in the quarter.

Income before Income Taxes, Tax Provision, Net Income

      For the quarter ended March 31, 2000, the Company's  operations  exclusive
of the adjustment to the value of the Beachside Commons note reflect a loss. The
tax  effect of this loss  reduces  the  income tax  provision  reported  for the
previous quarter, generating a net tax credit of $45,000 in the current quarter.

SIX MONTHS ENDED MARCH 31, 2000

Revenues

     Revenues  for  the  six-month   period  ended  March  31,  2000  aggregated
$5,610,000,  with $3,860,000 (68.8%) from Mortgage Brokerage Services.  Mortgage
loan volume originated and brokered by the Company's branch  operations  totaled
$99.6  million.  Real  estate  revenues  totaled  $1,750,000  (31.2%  of  total
revenue).  $659,000 or 37.6% of the real estate revenue is  attributable  to the
sale of property  developed by the Company.  The  remaining  $1,091,000  of Real
Estate Services revenue represents the sale of an option owned by the Company to
acquire property.

Operating Expenses

      Operating   expenses  for  the  six-month  period  ended  March  31,  2000
aggregated  $5,261,000,  or 93.7% of total revenue for the period. The principal
components  of  operating  expenses  for  the  period  were  Broker  commissions
($3,294,000  or 62.64%  of total  operating  expenses),  salaries  and  employee
benefits  ($654,000  or  12.4%  of  total  operating   expenses),   general  and
administrative  ($680,000 or 12.9% of total expenses), and professional expenses
($303,000 or 5.8% 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 six-month period ended March 31, 2000,
Broker commissions were 85.3% of Mortgage Brokerage services revenue.

Other Expense (Income)

      Other expense (income) is comprised of Other Income,  Interest Expense and
Other Expense.

      Other  income of $175,000  for the  six-month  period ended March 31, 2000
consists  primarily of the year to date  valuation  adjustment  to the Beachside
Commons  note  ($207,000),  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  ($55,000),  reduced by interest
expense of $382,000.

Income before Income Taxes, Tax Provision, Net Income

     For the six months ended March 31, 2000,  the Company  recorded  income tax
expense of  $70,000.  The sale of the stock of a  subsidiary  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.

Liquidity and Capital Resources

     The Company used cash in operating  activities  totaling $1,732,000 for the
six-month period ended March 31, 2000. The principal component of cash generated
in operating  activities was the Company's net income of $409,000.  Increases in
restricted cash ($249,000), costs associated with the development of real estate
and  options  to  acquire  real  estate  ($735,000),  amounts  due  from  former
shareholders  of Accent Mortgage  Services,  Inc.  ($244,000),  and other assets
($193,000)  offset cash  generated  by net income,  while  increases in accounts
payable and accrued expenses (including interest) of $747,000 provided cash flow
from operations.
<PAGE>

     Cash provided from financing  activities totaled $2,757,000 for the period,
primarily   consisting  of  additional   borrowings  from  non-related   parties
($2,030,000) and related parties and stockholders  ($766,000),  partially offset
by repayments of $905,000.  The Company  issued  250,000  shares of common stock
($866,000) to purchase assets of Paradigm Mortgage Associates, Inc.

     The Company had $226,000 of cash and cash equivalents at March 31, 2000.

     Management's plan is to continue to attempt 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 achieve sustainable profitability and positive cash flow.

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

     The Company  entered  into an  arrangement  on February 25, 2000 that is to
provide up to  $1,500,000  of bridge loan  financing.  The  $1,500,000  is to be
generated by the sale of Bridge Notes in one or more transactions. The Notes are
due in 210 days and bear  interest  at 8%.  Under  the terms of the  Notes,  the
Company  has the option of paying  the  principal,  plus  accrued  interest,  by
issuing stock. In the event of default, the note holder may require repayment in
common stock of the Company.  The value of the stock issued,  if any, in payment
of the  Notes is the  average  closing  bid price of the stock for the five days
immediately  prior to the Original Issue Date. At March 31, 2000 the Company had
drawn $525,000 of the $1,500,000, with an additional $500,000 drawn in April.

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 is evaluating the effects of the new statement and how
to implement the new requirements.

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 March 31, 2000:

<TABLE>
                                                                                                  Fair
                                2000            2001             2002           Total            Value
                           ---------------  --------------  --------------- ---------------  ---------------
<S>                       <C>               <C>              <C>              <C>               <C>

Fixed rate debt            $5,933,219        $1,275,000       $2,165,595       $9,373,814        $9,373,814
Average interest rate          10.01%             9.00%            9.50%            9.76%
</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

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
<TABLE>

Exhibit No.      Description of Exhibit
<S>             <C>
2.1              Asset Purchase Agreement dated February 25, 2000 by and among
                 Paradigm Mortgage Associates  Inc., its principal shareholders
                 and Accent Acquisitions I, Co. (1)

2.2              First Amendment to Asset Purchase Agreement
                 dated March 20, 2000 (1)

2.3              Escrow Agreement dated March 20, 2000 by and among Accent
                 Acquisitions I, Co., and Paradigm Mortgage Associates, Inc.
                 and Kutak Rock LLP (1)

27               Financial Data Schedule
</TABLE>

(1) Incorporated by reference to the Company's  Current Report on Form 8-K dated
March 31, 2000 and filed with the Commission on March 31, 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 dated March 31, 2000 and filed with the Commission on
March 31,  2000,  relating to the  Company's  acquisition  of certain  assets of
Paradigm Mortgage Associates, Inc.

Current Report on Form 8-K/A  (Amendment No. 2) dated January 18, 2000 and filed
with the Commission on March 20, 2000 amending a previous filing relating to the
Company's sale of its wholly-owned subsidiary, Beachside Commons I, Inc.

Current Report on Form 8-K/A  (Amendment No. 1) dated January 18, 2000 and filed
with the Commission on February 10, 2000, amending a previous filing relating to
the Company's sale of its wholly owned subsidiary, Beachside Commons I, Inc.

Current  Report on Form 8-K dated January 18, 2000 and filed with the Commission
on  January  18,  2000,  relating  to the  Company's  sale of its  wholly  owned
subsidiary, Beachside Commons I, 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 ACQUISITION, INC.
Dated : May 22, 2000               By: /s/ L. Scott Demerau
----------------------                 -----------------------
                                     L. Scott Demerau
                                     President and Chief Executive Officer