<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                  FORM 10-Q/A
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended                            Commission File Number
       June 30, 1999                                            #0-27480


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


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


                        5895 Windward Parkway, Suite 220
                           Alpharetta, Georgia 30005
                ------------------------------------------------
         (Address, Including Zip Code, of Principal Executive Offices)


Registrant's Telephone Number, Including Area Code   (770) 754-6140

                                NOT APPLICABLE
                                --------------
        (Former Name, Former Address, and Former Fiscal Year If Changed
                               since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act or 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                  Yes  x      No
                                                      ---        ---

Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practical date.


    Class of Common Stock                Outstanding at August 18, 1999
        no par value                  2,906,343 shares issued & outstanding
                                         4,756,500 shares fully diluted



<PAGE>   2


                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY
                               INDEX TO FORM 10-Q


<TABLE>
<CAPTION>
PART I       --  FINANCIAL INFORMATION                                                                PAGE

<S>              <C>         <C>                                                                      <C>
                 ITEM 1      Financial Statements

                             Consolidated Balance Sheets for June 30, 1999                               3
                             and for December 7, 1998

                             Consolidated Statements of Operations for the                               4
                             Three Months  Ended June 30, 1999 and for the
                             Period from Inception to June 30, 1999

                             Consolidated Statements of Changes in Shareholders'                         5
                             Equity for the Period from Inception to June 30,
                             1999

                             Consolidated Statements of Cash Flows for the                               6
                             Period from Inception to June 30, 1999

                             Notes to Consolidated Financial Statements for the                          7
                             Period from Inception to June 30, 1999

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

PART II      --  OTHER INFORMATION

                 ITEM 6      Exhibits and Reports on Form 8-K                                           17

SIGNATURES
</TABLE>


                                      -2-
<PAGE>   3

              LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

                     CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 JUNE 30, 1999
                                                                  (UNAUDITED)     DECEMBER 7, 1998
                                                                 ---------------------------------
<S>                                                                <C>               <C>
ASSETS
  Current Assets
     Cash ...............................................           $   60,261     $       --
     Accounts Receivable ................................               10,000             --
     Prepaid Expenses ...................................                   --         17,281
     Note Receivable ....................................                   --             --
     Escrow Funds .......................................               31,000         30,000
                                                                    ----------     ----------
  Total Current Assets ..................................              101,261         47,281

  Fixed Assets
     Land ...............................................              400,000        400,000
     Buildings ..........................................            2,434,289      2,403,623
     Equipment ..........................................              150,279        143,738
     Accumulated Depreciation ...........................              (82,769)       (24,389)
                                                                    ----------     ----------
  Total Fixed Assets ....................................            2,901,799      2,922,972

  Other Assets
     Offering Costs & Reserve ...........................              139,251             --
     Notes Receivable ...................................               62,000             --
     Other ..............................................                   --             --
                                                                    ----------     ----------
                                                                       201,251             --

TOTAL ASSETS ............................................           $3,204,311     $2,970,253
                                                                    ==========     ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
  Current Liabilities
     Accounts Payable ...................................              540,294          4,250
     Notes Payable - Shareholder ........................                   --             --
     Notes Payable - Others .............................                   --        180,000
     Accrued Interest Payable ...........................                   --             --
     Other Current Liabilities ..........................                   --             --
     Security Deposits Payable ..........................                9,000          9,000
                                                                    ----------     ----------
  Total Current Liabilities .............................              549,294        193,250

Long-term Debt
  Note Payable - Mortgage ...............................            1,550,000      1,550,000
  Note Payable - Convertible Debenture ..................              775,000             --
                                                                    ----------     ----------
Total Long-term Debt ....................................            2,325,000      1,550,000
                                                                    ----------     ----------

TOTAL LIABILITIES .......................................            2,874,294      1,743,250

SHAREHOLDERS' EQUITY
  Preferred Series A Convertible Stock, 10,000,000 Shares
    Authorized, 1,910,000 Shares Issued and
    Outstanding at June 30, 1999 (Unaudited) and
    December 7, 1998 ....................................                   --             --
  Common Stock, $1.00 Par Value, 500 Shares Authorized,
    500 Shares Issued and Outstanding
    at December 7, 1998 .................................                   --            500
  Common Stock, No Par Value, 800,000 Shares Authorized,
    2,493,833 Shares Issued and Outstanding at
    June 30, 1999 (Unaudited) ...........................            1,093,171             --

  Additional Paid-in Capital - Common Stock .............                   --      1,247,069
  Retained Deficit ......................................             (763,154)       (20,566)
                                                                    ----------     ----------
TOTAL SHAREHOLDERS' EQUITY ..............................              330,017      1,227,003
                                                                    ----------     ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ..............           $3,204,311     $2,970,253
                                                                    ==========     ==========
</TABLE>


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

                                      -3-
<PAGE>   4

                             LAHAINA ACQUISITIONS, INC.
                                  AND SUBSIDIARY
                         (A DEVELOPMENT STAGE COMPANY)

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                          FROM INCEPTION
                                  FOR THE THREE           (SEPTEMBER 25,
                                  MONTHS ENDED            1998) THROUGH
                                  JUNE 30, 1999            JUNE 30, 1999
                                  (UNAUDITED)               (UNAUDITED)
                                   ----------------------------------------
<S>                                <C>                   <C>
REVENUE: ..................        $    62,158           $  143,713
  Operating Expenses ......            347,119              702,221
                                    ----------           ----------
  Operating Loss ..........           (284,961)            (558,508)
  Interest Expense ........            (78,406)            (204,646)
                                    ----------           ----------
  Net Loss.................        $  (363,367)          $ (763,154)
                                    ----------           ----------
  INCOME (LOSS) PER SHARE:
  Basic ...................        $     (0.15)          $    (0.31)
  Shares for Basic.........          2,433,833            2,433,833
  Diluted..................        $     (0.15)          $    (0.31)
  Shares for Diluted.......          6,251,500            6,251,500

</TABLE>

See accompanying Notes to the Consolidated Financial Statements.


                                      -4-
<PAGE>   5

                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARY

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                SERIES A
                                           PREFERRED STOCK --      COMMON STOCK --
                                              NO PAR VALUE           NO PAR VALUE       ADDITIONAL                   TOTAL
                                          --------------------   --------------------    PAID-IN     RETAINED    STOCKHOLDERS'
                                           SHARES      AMOUNT     SHARES      AMOUNT     CAPITAL      DEFICIT       EQUITY
                                          ---------   --------   ---------   --------   ----------   ---------   -------------
<S>                                       <C>         <C>        <C>         <C>        <C>          <C>         <C>
Balance at September 24, 1998 (date of
  inception)............................         --   $     --          --   $     --   $       --   $      --    $       --
Issuance of common stock................         --         --         500        500           --          --           500
Non-cash capital contributions..........         --         --          --         --    1,247,069          --     1,247,069
Net Loss................................         --         --          --         --           --     (20,566)      (20,566)
                                          ---------   --------   ---------   --------   ----------   ---------    ----------
Balance at December 7, 1998.............         --         --         500        500    1,247,069     (20,566)    1,227,003
Adjustment for Merger...................         --         --          --       (500)         500          --            --
                                          ---------   --------   ---------   --------   ----------   ---------    ----------
Balance at December 7, 1998, as
  adjusted..............................         --         --         500         --    1,247,569     (20,566)    1,227,003
Cash Distribution.......................         --         --          --         --     (667,500)         --      (667,500)
Issuance of common preferred stock for
  acquired company......................  1,910,000         --   2,246,000         --       (7,065)         --        (7,065)
Net Loss................................         --         --          --         --           --    (182,543)     (182,543)
                                          ---------   --------   ---------   --------   ----------   ---------    ----------
Balance at December 31, 1998
  (Unaudited)...........................  1,910,000         --   2,246,500         --      573,004    (203,109)      369,895
Issuance of common stock................         --         --      75,000         --       30,000          --        30,000
Net Loss................................         --         --          --         --           --    (196,678)     (196,678)
                                          ---------   --------   ---------   --------   ----------   ---------    ----------
Balance at March 31, 1999 (Unaudited)...  1,910,000         --   2,321,500         --      603,004    (399,787)      203,217
Issuance of common stock................         --         --     232,333         --      577,867          --       577,867
Repurchase and retirement of treasury
  stock.................................         --         --     (60,000)        --      (87,700)         --       (87,700)
Net Loss................................         --         --          --         --           --    (363,367)     (363,367)
                                          ---------   --------   ---------   --------   ----------   ---------    ----------
Balance at June 30, 1999 (Unaudited)....  1,910,000   $     --   2,493,833   $     --   $1,093,171   $(763,154)   $  330,017
                                          =========   ========   =========   ========   ==========   =========    ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements


                                      -5-
<PAGE>   6
                    LAHAINA ACQUISITIONS INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 From Inception
                                                                                 (September 25,
                                                                                 1998) through
                                                                                 June 30, 1999
                                                                                  (Unaudited)
                                                                                 --------------
<S>                                                                              <C>
Net loss                                                                         $     (763,154)
Adjustments to reconcile net loss to net
   cash provided by operating activities:
   Depreciation                                                                          58,380
   Expenses paid on behalf of the company by the majority shareholder                    11,538
   (Increase) decrease in:
         Accounts receivable                                                            (10,000)
         Prepaid expenses                                                                18,835
         Escrow funds                                                                    (1,000)
         Notes payable                                                                  (62,000)
         Offering costs                                                                (139,251)
   Increase in accounts payable                                                         533,201
                                                                                 --------------
Net cash used in operating activities                                                  (353,451)
                                                                                 --------------

CASH FLOWS USED IN OPERATING ACTIVITIES - capital expenditures                          (33,955)
                                                                                 --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the issuance of notes payable                                        1,172,867
   Proceeds from the issuance of common stock                                            30,000
   Cash distribution                                                                   (667,500)
   Repurchase and retirement of common stock                                            (87,700)
                                                                                 --------------
Net cash provided by financing activities                                               447,667
                                                                                 --------------

Net increase in cash                                                                     60,261

Cash at beginning of period                                                                  --
                                                                                 --------------
Cash at end of period                                                            $       60,261
                                                                                 ==============

Supplemental disclosure of non-cash items

   Non-cash capital contributions by majority stockholder                             1,247,569
                                                                                 ==============
   Purchase of Lahaina Acquisitions, Inc.                                        $       (7.065)
                                                                                 ==============
   Conversion of line of credit into common stock                                $      277,500
                                                                                 ==============
   Conversion of loan to majority stockholder into additional paid-in capital    $      135,367
                                                                                 ==============
   Assumption of debt by majority stockholder                                    $      165,000
                                                                                 ==============
</TABLE>

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


                                      -6-





















<PAGE>   7
                   Lahaina Acquisitions, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
    For the Period from Inception (September 25, 1998) through June 30, 1999
                                  (Unaudited)

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As discussed further in Note M, Lahaina Acquisitions, Inc. ("Lahaina")
acquired Beachside Commons I, Inc. ("Beachside") (collectively, the "Company")
on December 7, 1998. The purchase was accounted for as a reverse acquisition,
whereby Beachside was determined to be the accounting acquiror in accordance
with Staff Accounting Bulletin No. 97 (SAB 97). The assets and liabilities of
Lahaina were recorded at the historical cost basis as it was a shell company
at December 7, 1998.

This summary of significant accounting policies is presented to assist in
understanding the Company's financial statements. The financial statements and
notes are representations of the Company's management, who are responsible for
their integrity and objectivity. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from those estimates. All
adjustments have been made that, in the opinion of management, are necessary
for a fair statement of the results of the interim period. Other than the
acquisition of Beachside Commons I, Inc. ("Beachside") described in Note O, all
adjustments made have been of a normal and recurring nature. These accounting
policies conform to generally accepted accounting principles and have been
applied in the preparation of the financial statements.

REGISTRANT'S ACTIVITIES AND OPERATING CYCLE

Lahaina Acquisitions, Inc. (the "Company") is engaged in real estate
development and property management. The Company's fiscal year ends September
30.

The Registrant's financial statements have been prepared in conformity with
principles of accounting applicable to a going concern. These principles
contemplate the realization of assets and liquidation of liabilities in the
normal course of business.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Registrant and
its wholly owned subsidiary, Beachside. All significant intercompany accounts
and transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturity of three
months or less to be cash equivalents for the purpose of determining cash
flows.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is provided by
straight-line methods for financial reporting and accelerated methods for income
tax purposes over estimated useful lives, which range from 5 to 39.5 years.

NOTE B - ACCOUNTS RECEIVABLE

Accounts receivable includes a $10,000 advance against accrued salary to a
director.

NOTE C - NOTES RECEIVABLE

Notes receivable were reduced from the prior period as a result of the purchase
of a note due from a customer, whose balance was $87,700 at March 31, 1999 and
approximately $200,000 at June 30, 1999 which was purchased from the Company
through the Redemption of 60,000 shares of the Registrant's Common Stock. The
purchaser was Mongoose Investments, LLC. ("Mongoose"), the largest shareholder
of the Company. The managing member of Mongoose is Richard P. Smyth, who is
also the Company's Chairman and CEO. The purchase of the notes was part of the
sale of the assets of JP Concepts, Inc. ("JP Concepts") a restaurant operation
located at Beachside Commons, which was purchased by the Registrant on April 1,
1999, through the issuance of 20,000 shares of Common Stock and a note payable
from the Registrant of $10,000.

The operation was not deemed to be important to the Registrant based on the
Registrant's pending merger with The Accent Group, Inc. ("Accent"), was not
profitable, and was not expected to achieve profitability in the near term.
Included in the amounts owed to the Company by JP Concepts were amounts due
for rent at Beachside Commons through September 1999. Mongoose has agreed to
assume all responsibilities of the existing lease between JP Concepts and
Beachside. The Board of Directors of the Company has deemed this transaction
to be more favorable to the Company than any other third party transaction
which it may have considered with regard to the disposition of the JP Concepts
assets.



                                      -7-
<PAGE>   8


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

As discussed further in Note M, Lahaina Acquisitions, Inc. ("Lahaina")
acquired Beachside Commons I, Inc. ("Beachside") (collectively, the "Company")
on December 7, 1998. The purchase was accounted for as a reverse acquisition,
whereby Beachside was determined to be the accounting acquiror in accordance
with Staff Accounting Bulletin No. 97 (SAB 97). The assets and liabilities of
Lahaina were recorded at the historical cost basis as it was a shell company
at December 7, 1998.

This summary of significant accounting policies is presented to assist in
understanding the Company's financial statements. The financial statements and
notes are representations of the Company's management, who are responsible for
their integrity and objectivity. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the period. Actual results could differ from those estimates. All
adjustments have been made that, in the opinion of management, are necessary
for a fair statement of the results of the interim period. Other than the
acquisition of Beachside Commons I, Inc. ("Beachside") described in Note O, all
adjustments made have been of a normal and recurring nature. These accounting
policies conform to generally accepted accounting principles and have been
applied in the preparation of the financial statements.

REGISTRANT'S ACTIVITIES AND OPERATING CYCLE

Lahaina Acquisitions, Inc. (the "Company") is engaged in real estate
development and property management. The Company's fiscal year ends September
30.

The Registrant's financial statements have been prepared in conformity with
principles of accounting applicable to a going concern. These principles
contemplate the realization of assets and liquidation of liabilities in the
normal course of business.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Registrant and
its wholly owned subsidiary, Beachside. All significant intercompany accounts
and transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturity of three
months or less to be cash equivalents for the purpose of determining cash
flows.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost. Depreciation is provided by
straight-line methods for financial reporting and accelerated methods for income
tax purposes over estimated useful lives, which range from 5 to 39.5 years.

NOTE B - ACCOUNTS RECEIVABLE

Accounts receivable includes a $10,000 advance against accrued salary to a
director.

NOTE C - NOTES RECEIVABLE

Notes receivable were reduced from the prior period as a result of the purchase
of a note due from a customer, whose balance was $87,700 at March 31, 1999 and
approximately $200,000 at June 30, 1999 which was purchased from the Company
through the Redemption of 60,000 shares of the Registrant's Common Stock. The
purchaser was Mongoose Investments, LLC. ("Mongoose"), the largest shareholder
of the Company. The managing member of Mongoose is Richard P. Smyth, who is
also the Company's Chairman and CEO. The purchase of the notes was part of the
sale of the assets of JP Concepts, Inc. ("JP Concepts") a restaurant operation
located at Beachside Commons, which was purchased by the Registrant on April 1,
1999, through the issuance of 20,000 shares of Common Stock and a note payable
from the Registrant of $10,000.

The operation was not deemed to be important to the Registrant based on the
Registrant's pending merger with The Accent Group, Inc. ("Accent"), was not
profitable, and was not expected to achieve profitability in the near term.
Included in the amounts owed to the Company by JP Concepts were amounts due
for rent at Beachside Commons through September 1999. Mongoose has agreed to
assume all responsibilities of the existing lease between JP Concepts and
Beachside. The Board of Directors of the Company has deemed this transaction
to be more favorable to the Company than any other third party transaction
which it may have considered with regard to the disposition of the JP Concepts
assets.


                                      -8-
<PAGE>   9
<TABLE>
<S>                                                                               <C>
     An operating loan to 1st Southern Mortgage ("1st Southern"), secured by
     security interest in outstanding stock, due through December 31, 1999,
     bearing interest at 10% per annum.                                           $62,000
</TABLE>

NOTE D - OFFERING COSTS - RESERVE
Offering costs reserve consists of costs incurred in preparation of the S-1
Registration Statement filing in the amount of $139,251. Upon completion of the
S-1 Registration Statement, these costs will be charged against the equity
accounts. If the S-1 Registration Statement is abandoned, these costs will be
expensed as administrative costs. Management expects the shares involved in the
S-1 Registration Statement to be issued during the Company's fiscal fourth
quarter, at which time this reserve would be eliminated.

NOTE E - MERGER COSTS

Expenses charged against earnings during this quarter include costs associated
with the planned merger with Accent, include legal, travel and consulting costs
related to the transaction in the amount of approximately $150,000.

NOTE F - NOTES PAYABLE - CONVERSION OF LINE OF CREDIT

During the period the Company converted its working capital loan from GCA
Strategic Investment Fund Limited into shares of the Company's Common Stock.
The Company issued 146,667 shares in consideration of an outstanding balance
of approximately $300,000 or $2.05 per share, including accrued interest and
fees.

NOTE G - NOTES PAYABLE - REDUCTION BY SHAREHOLDER

As of June 30, 1999, for no additional consideration, the Company's largest
shareholder has agreed to assume three notes payable, whose balance at June 30,
1999 was approximately $165,000, including principal and accrued interest.
Further, the Company's largest shareholder has waived the obligations of the
Company to repay its line of credit with the Company whose balance at
June 30, 1999 was approximately $135,000. These transactions resulted in a
reduction of liabilities of approximately $300,000.

NOTE H - LONG-TERM DEBT

Long-term debt at June 30, 1999, consisted of the following:
<TABLE>
<S>                                                                                 <C>
  Note payable to Pacific Coast Investment Company (secured by a first mortgage
     on the Beachside Commons property), at an interest rate of 15% payable in
     monthly installments of interest only. The entire principal is due and
     payable November 11, 2003.                                                     $1,550,000
</TABLE>


                                      -9-
<PAGE>   10
<TABLE>
<S>                                                                                  <C>
  Note payable to GCA Strategic Investment Fund, Ltd.(1), dated December 4, 1998
     (secured by a second mortgage on the Beachside Commons property), and
     a $25,000 note payable to GCA Strategic Investment Fund, Ltd. dated
     November 4, 1998, both at an interest rate of 9%, maturing January 31, 2001
     with interest payable quarterly in arrears on the last day of March, June,      $  775,000
     September and December of each year until the maturity date. See Note M -
     Significant Events


                                                                                     ----------
                                                                                     $2,325,000
                                                                                     ==========
</TABLE>


  (1) These notes include certain provisions, including issuance of warrants and
  conversion to common stock.

Maturities of long-term debt are as follows:

<TABLE>
<CAPTION>
                    Year Ending
                     June 30                                                 Amount
                    -----------                                              ------
                    <S>                                                     <C>
                       1999                                                    -0-
                       2000                                                    -0-
                       2001                                                  775,000
                       2002                                                    -0-
                       2003                                                 1,550,000
</TABLE>

NOTE H - STOCKHOLDERS' EQUITY

The components of stockholders' equity are as follows:


                                      -10-
<PAGE>   11

  Preferred stock consists of 9.5% cumulative preferred stock of no par value
  with a liquidation value at $1.00 per share for each outstanding share of
  Series A Preferred Stock. There are 10,000,000 shares of Series A Preferred
  Stock authorized with 1,910,000 shares issued and outstanding at June 30,
  1999. This stock may be converted into Common Stock of the Company at $1.00
  per share, or 1,910,000 shares, at the option of the holder.

  Common stock is voting stock with no par value. There are 800,000,000 shares
  authorized with 2,493,833 shares issued and outstanding at June 30, 1999.

NOTE I - RELATED PARTY TRANSACTIONS

Included in current debt is a loan from the Company to 1st Southern for
$62,000. The Company has an option to acquire. 1st Southern, which is
currently owned by the son of the Company's Vice Chairman. The Vice Chairman
of 1st Southern is a director of the Company. Should the acquisition be
completed, the total consideration given would be the outstanding amount of
this loan.

During the quarter the Company acquired, then disposed of, the assets of JP
Concepts, a restaurant operation and tenant in the Company's Beachside
Commons project. The assets were sold to the Company's largest shareholder,
Mongoose. See Note "C".

JP Concepts was responsible for approximately 50% of the Company's revenues
during this quarter.

NOTE J - INCOME TAXES

The Company has net operating loss carry-forwards of approximately $316,000
which are available to offset future taxable income. The loss carry-forwards
expire $8,000 in 2016, $46,000 in 2017, $53,000 in 2018 and $209,000 in 2019. A
valuation has been established in the full amount of the deferred tax benefit
resulting from the net operating loss carry-forwards for each of the periods
ending June 30, 1999.


                                     -11-

<PAGE>   12

NOTE K - LEGAL PROCEEDINGS

The Company is party from time to time to various legal proceedings.  In the
opinion of management, there are no matters which might have a material impact
on the Company's financial position or results of operations.

NOTE L - RESERVE FOR DOUBTFUL ACCOUNTS

The Company has not taken any reserves for its accounts receivable or notes
receivable at this time, though it may change this policy in the future based on
its experiences with respect to collections.

NOTE M - SIGNIFICANT EVENTS

As a result of the Company's merger on December 14, 1998 the Company became a
holding company with an operating subsidiary.

Acquisition Transaction

On December 14, 1998, the Company purchased all of the outstanding stock of
Beachside from Mongoose. The purchase was deemed effective as of December 7,
1998. Beachside is the owner of a commercial real estate development located on
Fernandina Beach, Florida in the resort area of Amelia Island, Northeast
Florida.

The Company paid the following for the Beachside stock: 1,250,000 newly
issued shares of Common Stock of the Registrant; 1,910,000 newly issued shares
of Series A of Preferred Stock, of the Registrant which shares are convertible
into 1,910,000 shares of Common Stock; and $667,500 in cash, which was a portion
of the $750,000 borrowed in connection with this transaction by the Registrant
under the Original Note, before amendment.

At the same time, Mongoose purchased 750,000 shares of Common Stock from Paxford
Investments, Ltd., ("Paxford") an existing shareholder of the Company, for
$300,000.

As a result of the above transactions, a change in the control of the Company
occurred in that Mongoose owns 1,715,000 shares of the 2,493,833 shares of
Common Stock outstanding on June 30, 1999 or approximately 70% of such shares.
Mongoose could own an additional 1,910,000 shares of Common Stock upon
conversion of its Series A Preferred Stock. It is currently estimated that the
conversion of the convertible debenture and the exercise of the warrants will
result in an additional 1,200,000 to 2,100,000 shares of Common Stock being
issued. According to current estimates, the convertible debenture as amended
will convert into 885,714 shares of Common Stock. The warrant attached to the
line of credit is exercisable for 200,000 shares of Common Stock, the warrant
issued December 4, 1998 is exercisable for 60,000 shares of Common Stock, the
warrant attached to the convertible debenture is exercisable for 15,000 shares
of Common Stock and the Right is exercisable for 25,000 shares of Common Stock.
Thus, after conversion of all convertible securities, it is likely that Mongoose
will remain in the control of the Company for the foreseeable future. The
Managing Member of Mongoose is Richard P. Smyth.

The assets of Beachside consist of two buildings and unimproved real estate,
leases to tenants in the buildings and minimal operating capital. The


                                     -12-



<PAGE>   13

property is subject to (1) a first mortgage securing a loan in the amount of
$1,550,000 bearing interest at 15% per annum, principal and interest payable and
due December 1, 2001, and (2) a second mortgage in favor of GCA securing
repayment of the Note. Once the Note is converted to Common Stock the second
mortgage will be released. The Company intends to continue operating the
developed portion of the Beachside property and intends to initiate and complete
the development of the currently undeveloped portion of the Beachside property
when appropriate financing can be obtained.

Bridge Funding

In order to raise the cash portion of the purchase price for the Beachside
stock, the Registrant borrowed $750,000 from GCA. The costs associated with the
transaction were the payment of an $82,500 consulting fee to affiliates of the
Fund and the issuance of a Warrant to purchase 60,000 shares of Common Stock to
LKB Financial, LLC in satisfaction of amounts owed to it for broker/finder
services in connection with the transaction.

The Company has received additional operating loans from GCA Strategic
Investment Fund, Ltd. in the form of three ninety-day convertible notes that
total $300,000. The notes include up-front charges totaling $48,000. The charges
expensed during the nine months ended June 30, 1999 totaled $52,500, including
discounted amounts. On June 1, 1999 the Company converted this Note into 146,667
shares of Common Stock. (See Note F.)

Acquisitions and Dispositions During the Period

As of March 31, 1999, the Registrant had agreements for the acquisition of three
companies: Klein Real Estate Services ("KRES"), JP Concepts and 1st Southern. On
June 30, 1999, and in other subsequent press releases the Company has announced
its plans to merge with Accent, an Atlanta, GA based Real Estate and Mortgage
Financing concern. On July 21, 1999, the Company announced it had entered into a
definitive Merger Agreement, subject to final board approval. The merger became
final on August 23, 1999.

The assets of JP Concepts were acquired on April 1, 1999 for the consideration
of 20,000 shares of the Registrant's Common Stock and a note payable to JP
Concept's shareholder in the amount of $10,000. On June 30, 1999, the same
assets, including accrued rent due to the Registrant, were sold to Mongoose for
the contribution of 60,000 shares of the Company's Common Stock.

The assets of KRES were acquired on April 1, 1999 for the consideration of
20,000 shares of the Registrant's Common Stock and a note payable to the manager
of KRES in the amount of $10,000. On June 30, 1999, based on a change of
direction in the Registrant the Registrant's entered into an agreement with the
former owner of KRES to terminate the transaction. The consideration given
included the payment of $30,000, and reimbursement of normal expenses of
approximately $5,000 and salaries due as of June 30, 1999.


                                     -13-


<PAGE>   14

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion of the results of operations and financial condition of
the Registrant should be read in conjunction with the Registrant's Consolidated
Financial Statements and Notes thereto immediately preceding this section. This
discussion contains forward-looking statements based on current expectations
which involve risks and uncertainties. Actual results and the timing of certain
events may differ significantly from those projected in such forward-looking
statements due to a number of factors, including, but not limited to, the
possibilities that the demand for the Registrant's services may decline as a
result of possible changes in general and industry specific economic conditions
and the effects of competitive services and pricing, required financing may not
be available upon terms acceptable to the Registrant, in which case the
Registrant will not grow as expected, and such other risks and uncertainties as
are described in reports and other documents filed by the Registrant from time
to time with the Securities and Exchange Commission.

OVERVIEW

     The Registrant was formed with the intent to actively seek, locate,
evaluate, structure and complete mergers with or acquisitions of private
companies, partnerships or sole proprietorships. The Registrant intends to
implement a business strategy that will allow it to facilitate opportunistic
acquisitions or investment in real estate, related operations and businesses
with an emphasis on asset oriented opportunities, such as real estate equipment
or other physical assets.

     On December 14, 1998, the Registrant purchased all of the outstanding
shares of Beachside Commons I, Inc. ("Beachside") in a transaction accounted for
as a reverse acquisition. In accordance with the provisions of Staff Accounting
Bulletin No. 97, Beachside was deemed to be the accounting acquirer of Lahaina
as its stockholders received the largest portion of the voting rights in the
combined corporation. The acquired company, Lahaina, was recorded at its
historical cost basis, as it was a shell company prior to its acquisition of
Beachside.

     The acquisition on of Beachside, whose main activity is real estate
development and redevelopment and investment in business within resort market
places, is consistent with that business strategy. Since inception, the
Registrant generated no revenues until its acquisition of Beachside.

RESULTS OF OPERATIONS

     Prior to December 14, 1998, the Registrant was a shell company and did not
conduct an active business, and its historical results of operations were not
meaningful. As a result of the Company's acquisition of Beachside on December
14, 1998, which was accounted for as a reverse acquisition, the Company has now
become an operating entity.

Three Months Ended June 30, 1999

     For the three months ended June 30, 1999, the Registrant recorded revenues
totaling $62,158, primarily attributable to rental revenue from its Beachside
property. Operating expenses for the three months ended June 30, 1999 totaled
$347,119, and are primarily expenses associated with operating Beachside, as
well as expenses associated with administrative costs. Net interest expense for
the three months ended June 30, 1999 totaled $78,406, principally relating to
indebtedness associated with the Beachside property as well as to other
borrowings. The Registrant recorded a net operating loss of $363,367 for the
three months ended June 30, 1999.

From Inception (September 25, 1998) through June 30, 1999

     For the period from inception (September 25, 1998) through June 30, 1999,
the Registrant recorded revenues totaling $143,713, primarily attributable to
rental revenue from its Beachside property. Operating expenses for the period
from inception (September 25, 1998) through June 30, 1999 totaled $702,221, and
are primarily expenses associated with operating Beachside, as well as expenses
associated with consummation of the acquisition of Beachside and administrative
costs. Net interest expense for the period from inception (September 25, 1998)
through June 30, 1999 totaled $204,646, principally relating to indebtedness
associated with the Beachside property as well as to new borrowings. The
Registrant recorded a net operating loss of $763,154 for the period from
inception (September 25, 1998) through June 30, 1999.

                                     -14-
<PAGE>   15

POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS AND SEASONALITY

As a result of the Registrant's limited operating history in resort development
and the emerging nature of the markets in which the Registrant competes, the
Registrant is unable to accurately forecast its revenues. The Registrant's
current and future expense levels are based predominantly on its operating
plans and estimates of future revenues and, while relevant to management for
planning purposes, should not be relied upon by potential investors. The
Registrant may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall. Accordingly, any significant shortfall in
revenues would likely have an immediate material adverse effect on the
Registrant's business, operating results and financial condition. Further, the
Registrant currently intends to substantially increase its operating expenses
to increase advertising, develop and offer new and expanded services, to fund
increased sales and marketing and customer service operations and to develop
its technology and systems. To the extent such expenses precede or are not
subsequently followed by increased revenues, the Registrant's operating results
will fluctuate and anticipated net losses in a given quarter may be greater
than expected.

The Registrant expects to experience significant fluctuations in its future
quarterly operating results due to a variety of other factors, many of which
are outside the Registrant's control. Factors that may adversely affect the
Registrant's quarterly operating results include, but are not limited to (i)
general economic conditions and economic conditions specific to the real estate
industry, (ii) the level of use of resort facilities as well as seasonal
fluctuation in vacationers' demands, (iii) the Registrant's ability to upgrade
and develop its systems and infrastructure and to attract new personnel in a
timely and effective manner, (iv) the amount and timing of operating costs and
capital expenditures relating to expansion of the Registrant's business,
operations and infrastructure, (v) governmental regulation, (vi) unforeseen
events affecting the industry, and (vii) the timing associated with the start,
completion and closing associated with the land development or construction
activities of the Registrant.

Due to the foregoing factors, quarterly revenues and operating results are
difficult to forecast, and the Registrant believes that period-to-period
comparisons of its operating results will not necessarily be meaningful and
should not be relied upon as an indication of future performance. It is likely
that the Registrant's future quarterly operating results from time to time will
not meet the expectations of security analysts or investors. In such event, the
price of the Registrant's Common Stock would likely be materially and adversely
affected.

LIQUIDITY AND CAPITAL RESOURCES

Prior to December 14, 1998, the Registrant was a shell company and did not
conduct an active business, and its historical results of operations were not
meaningful. As a result of the Company's acquisition of Beachside on December
14, 1998, which was accounted for as a reverse acquisition, the Company became
an operating entity.

At June 30, 1999, the Registrant had cash and cash equivalents totaling $60,261.
For the period from inception (September 25, 1998) through June 30, 1999, the
Registrant used $353,451 of cash in operations, principally relating to its net
loss offset somewhat by an increase in accounts payable of $533,201. An
increase in offering costs of $139,251 also contributed to cash flows used in
operations. Cash flows used in investing activities during the period from
inception (September 25, 1998) through June 30, 1999 totaled $33,955,
attributable to capital expenditures. Cash flows provided by financing
activities during the period from inception (September 25, 1998) through June
30, 1999 totaled $447,667, of which $1,172,867 was provided by an increase in
notes payable and $667,500 was used for a cash distribution relating to the
acquisition of Beachside. The increase in notes payable is primarily
attributable to the issuance of $775,000 in convertible debentures.

The Registrant is not presently generating positive cash flow, and its
operations are presently consuming cash at a rate in excess of its present
ability to generate cash. The Registrant's operations will continue to consume
cash in excess of cash generated from operations for the foreseeable future.

The Registrant believes that its current cash, cash equivalents and its debt
arrangements will be sufficient to meet its anticipated cash needs for working
capital and capital expenditures for at least the next several months. However,
the Registrant's capital requirements depend on several factors, including the
level of acquisition activity and other factors. The timing and amount of such
capital requirements cannot accurately be predicted. If capital requirements
vary materially from those currently planned, the Registrant may require
additional financing sooner than anticipated. The Registrant has no commitments
for any additional financing, and there can be no assurance that any such
commitments can be obtained on favorable terms, if at all. Any additional equity
financing may be dilutive to the Registrant's shareholders and debt financing,
if available, may involve restrictive covenants with respect to dividends,
raising capital and other financial and operational matters which could restrict
its operations or finances. If the Registrant is unable to obtain additional
financing as needed, the Registrant may be required to reduce the scope of its
operations or its intended expansion, which could have a material adverse effect
on the Registrant's business, results of operations and financial condition.


                                      -15-
<PAGE>   16
                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

         The Registrant is involved in no legal proceedings at this time. There
have been no material developments since the previous report.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)      EXHIBITS


<TABLE>
<CAPTION>
Number          Description                                                                                    Page
<S>             <C>                                                                                            <C>

2.1             Stock Purchase Agreement dated December 3, 1998, by and between Lahaina Acquisitions, Inc.
                and Mongoose Investments, LLC (1)

3.1             Articles of Incorporation (2)

3.2             Amendment to Certificate of Incorporation (4)

3.3             Bylaws of the Registrant (2)

4.1             Securities Purchase Agreement dated December 7, 1998, by and between Lahaina Acquisitions,
                Inc. and GCA Strategic Investment Fund, Ltd. (1)

4.2             9% Convertible Note of Lahaina Acquisitions, Inc. payable to GCA Strategic Investment Fund,
                Ltd., in the principal amount of $750,000 (1)

4.3             Letter Agreement dated January 19, 1999 by and between Lahaina Acquisitions, Inc. and GCA
                Strategic Investment Fund, Ltd. amending 9% Convertible Note (3)

4.4             Registration Rights Agreement dated December 7, 1998, by and between Lahaina Acquisitions,
                Inc. and GCA Strategic Investment Fund, Ltd. (1)

4.5             Letter Agreement dated January 19, 1999 by and between Lahaina Acquisitions, Inc. and GCA
                Strategic Investment Fund, Ltd. confirming conversion of $25,000 Beachside Commons Note (3)

4.6             Working Capital Line dated January 1, 1999, by and between Lahaina Acquisitions, Inc. and
                GCA Strategic Investment, Ltd. (3)

4.7             Note Guaranty by Richard P. Smyth with respect to $300,000 of indebtedness of Lahaina
                Acquisitions, Inc. (3)

4.8             Line of Credit for up to $250,000 between Lahaina Acquisitions, Inc. and Mongoose
                Investments, LLC (3)

4.9             Form of Stock Certificate (2)

4.10            18% Note of Mongoose Investments, LLC payable to Elaine Oppenheimer, in the principal
                amount of $85,000. This note was transferred to Lahaina Acquisitions, Inc. on December 7,
                1998 (3)

4.11            18% Note of Mongoose Investments, LLC payable to Nancy Estroff Smyth, in the principal
                amount of $50,000.  This note was transferred to Lahaina Acquisitions, Inc. on December 7,
                1998 (3)

4.12            18% Note of Mongoose Investments, LLC payable to Nancy Estroff Smyth, in the principal
                amount of $20,000.  This note was transferred to Lahaina Acquisitions, Inc. on December 7,
                1998 (3)

4.13            Common Stock Purchase Warrant in the amount of 60,000 shares to be issued by Lahaina
                Acquisitions, Inc. and purchased by LKB Financial, LLC, expiring on December 20, 2003 (1)

4.14            Common Stock Purchase Warrant in the amount of 100,000 shares to be issued by Lahaina
                Acquisitions, Inc. and purchased by GCA Strategic Investment Fund, Ltd., expiring on January
                19, 2004 (4)

4.15            Common Stock Purchase Warrant in the amount of 15,000 shares to be issued by Lahaina
                Acquisitions, Inc. and purchased by LKB Financial, LLC, expiring on January 19, 2004 (4)

10.1            Contract of Engagement dated January 19, 1999 by and between Lahaina Acquisitions, Inc. and
                LKB Financial LLC (3)

10.2            Purchase and Sale Agreement, dated June 30, 1999 by and between Lahaina Acquisitions, Inc. and Mongoose
                Investments, LLC.

10.3            Settlement and Release Agreement dated June 30, 1999 by and between Lahaina Acquisitions, Inc. and Sherry Klein.

10.4            Consulting Agreement dated as of June 1, 1999 by and between Lahaina Acquisitions, Inc. and Gator Glory, LLC.

10.5            Consulting Agreement dated as of June 1, 1999 by and between Lahaina Acquisitions, Inc. and Gerald F. Sullivan.
</TABLE>


                                      -16-



<PAGE>   17

<TABLE>
<CAPTION>
Number          Description                                                                                    Page
<S>             <C>                                                                                            <C>
27              Financial Data Schedule (for SEC use only)
</TABLE>

(1)      Incorporated by reference to the Registrant's Current Report on Form
         8-K, filed December 28, 1998.

(2)      Incorporated by reference to the Registration Statement on Form 10,
         filed December 29, 1995.

(3)      Incorporated by reference to the Quarterly Statement on Form 10-Q,
         filed February 24, 1999.

(4)      Incorporated by reference to the Quarterly Statement on Form 10-Q,
         filed May 24, 1999.

(B)      REPORTS ON FORM 8-K

         No reports on Form 8-K have been filed this quarter.

                                      -17-

<PAGE>   18
                                   SIGNATURES

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

                                   LAHAINA ACQUISITIONS, INC.

                                         (Registrant)

                                   By: /s/ L. Scott Demerau
                                       --------------------------------------
                                       Name:  L. Scott Demerau
                                       Title: President

October 29, 1999


                                      -18-