UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                   FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934
                  For the fiscal year ended September 30, 2000
                                       OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
              For the transition period from _________ to_________

                        Commission file number: 0-27480

                           LAHAINA ACQUISITIONS, INC.
             (Exact name of Registrant as specified in its charter)

   COLORADO                                                     84-1325695
---------------                                              ------------------
(State or other                                               (I.R.S. Employer
jurisdiction of                                             Identification No.)
incorporation or
organization)

                        5895 Windward Parkway, Suite 220

                            Alpharetta, Georgia 30005
               --------------------------------------------------
                    (Address of principal executive offices)

     Registrant's telephone number, including area code: (770) 754-6140

     Securities registered pursuant to Section 12(b) of the Act: NONE

     Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,
No Par Value

     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 ( )

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)

     Based on the closing  price for the  Registrant's  common stock of $1.52 on
January  9,  2001,  the  aggregate  market  value of the  voting  stock  held by
non-affiliates is approximately $19,266,696.

     The number of  outstanding  shares of Common  Stock,  No Par Value,  of the
Registrant as of January 9, 2001 was 18,807,543.
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE

     1. Part IV - Current  Report on Form 8-K dated  August  23,  1999 and filed
with the commission on September 7, 1999.

     2. Part IV - Registration Statement on Form 10, filed December 29, 1995.

     3. Part IV - Current Report on Form 8-K dated and filed with the commission
on December 28, 1999.

     4. Part IV - Quarterly  Report on Form 10-Q/A for the period ended December
31, 1998, filed with the commission on October 29, 1999.

     5. Part IV - Post Effective  Amendment No. 1 to  Registration  Statement on
Form S-1  (Registration  No. 333-74607) filed with the commission on October 22,
1999.

     6. Part IV - Current Report on Form 8-K dated  September 17, 1999 and filed
with the commission on September 21, 1999.

     7. Part IV - Current  Report on Form 8-K/A dated January 18, 2000 and filed
with the commission on March 20, 2000.

     8. Part IV - Current Report on Form 8-K dated March 31, 2000 and filed with
the commission on March 31, 2000






                                       2
<PAGE>



                           LAHAINA ACQUISITIONS, INC.
                               INDEX TO FORM 10-K

                                                                         Page

                                     PART I
   ITEM 1.    BUSINESS                                                       4
   ITEM 2.    PROPERTIES                                                     7
   ITEM 3.    LEGAL PROCEEDINGS                                              8
   ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            8

                                     PART II
   ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
               STOCKHOLDER MATTERS                                           8
   ITEM 6.     SELECTED FINANCIAL DATA                                       9
   ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS                          10
   ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
               MARKET RISK                                                  14
   ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                  18


                                    PART III
   ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT           42
   ITEM 11.    EXECUTIVE COMPENSATION                                       43
   ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT                                                   45
   ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               46

                                     PART IV
   ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
               FORM 8-K                                                     47

               SIGNATURES                                                   50




                                       3
<PAGE>


                           FORWARD-LOOKING STATEMENTS

     With the exception of historical information, the matters discussed in this
Annual Report on Form 10-K include forward-looking statements.  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
generally are 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  Annual  Report  on Form 10-K or in any
document or statement referring to this Annual Report on Form 10-K.

                                     PART I

ITEM 1. BUSINESS

GENERAL

     Lahaina Acquisitions,  Inc. and its wholly owned subsidiaries ("Lahaina" or
the  "Company")  is a  multi-state  provider of mortgage  brokerage  services to
consumers  and  also  operates  a  real  estate  development  organization.  The
Company's  operations consist of a mortgage financing division ("Accent Mortgage
Services, Inc." or "AMSI"), and a real estate development division ("Accent Real
Estate Group" or "ARG").

     AMSI  is  a  residential  mortgage  broker,  providing  mortgage  brokerage
services  to  consumers  through a network  of about 66  branches  located in 15
states  with a  concentration  (28) of these in  Georgia  and  Florida.  AMSI is
licensed in 26 states and the  branches  close  loans in most of these.  Lahaina
acquired United Capital Mortgage Corporation, a full mortgage banking operation,
as of  October  1, 2000 and added a network of 11  traditional  branch  offices,
principally  in  Colorado.  ARG is a real  estate  organization  capable  of the
development and sale of a wide variety of real estate projects.

BACKGROUND AND RECENT DEVELOPMENTS

     The  Company  was  incorporated  under  Colorado  law in April 1989 for the
purpose of  acquiring  an  interest  in one or more  business  opportunities  or
ventures.  Prior to  December  14,  1998,  the Company did not conduct an active
business.

     On December 14, 1998, the Company purchased all of the outstanding stock of
Beachside  Commons  I,  Inc.   ("Beachside")  from  Mongoose  Investments,   LLC
("Mongoose").  Beachside  was the owner of  commercial  real  estate  located on
Amelia Island in northeast  Florida . At the time of the  purchase,  Beachside's
assets consisted of two buildings and unimproved real estate,  tenant leases and
minimal operating capital.

     The purchase was  accounted  for as a reverse  acquisition  with  Beachside
being identified as the accounting  acquiror in accordance with Staff Accounting
Bulletin No. 97 ("SAB 97").  Beachside was deemed to be the accounting  acquiror
as its  shareholders  held the  majority  of the  outstanding  shares of Lahaina
following the merger. The acquisition was accounted for as a capital transaction
using the historical cost basis of the acquired  company,  Lahaina,  as it was a
shell company at December 7, 1998.

                                       4
<PAGE>

     On August 23, 1999, Lahaina merged with The Accent Group, Inc.  ("Accent"),
an Atlanta, Georgia based real estate development and mortgage financing entity.
The merger was  accounted  for as a reverse  acquisition  with Accent  being the
accounting  acquiror in accordance with SAB 97. Prior to the merger,  there were
1,321,500  shares of no par  value per share  Accent  common  stock  issued  and
outstanding  (the "Accent Common Stock").  The Accent Common Stock was issued in
exchange for the  contribution to Accent of (i) certain parcels of real property
owned by the holder of such shares (ii) options to purchase  certain  parcels of
real estate,  (iii) 100% interest in AMSI and (iv)  consulting  fees incurred in
connection with the merger. Upon the closing of the merger, each share of Accent
Common Stock was  surrendered  to the Company and the Company  issued a total of
13,251,000  shares of Common Stock to the prior  holders of Accent Common Stock.
Of the  13,251,000  shares of Common  Stock  issued,  4,301,000  were issued and
released  immediately to their holders. The remaining 8,950,000 shares of Common
Stock were issued  subject to certain  conditions of release as set forth in the
Merger Agreement, and were held by the Company.

     The  conditions  of release  were  designed to ensure  that no  shareholder
received shares of Common Stock until they had fully conveyed the  consideration
for the Accent  Common  Stock.  As of January 8, 2001,  conditions of release of
such shares have been  satisfied  or waived with respect to a total of 8,000,000
of the  8,950,000  shares of Common  Stock.  The  conditions  of  release of the
remaining  950,000 shares of Common Stock have not, as of January 11, 2001, been
satisfied.  There  is no  guarantee  that  the  remaining  shares  will  ever be
released.

     Prior to the merger,  the Company  redeemed  1,910,000  shares of Preferred
Stock held by the then-majority  shareholder Richard P. Smyth for 415,000 shares
of Common  Stock,  entered  into  consulting  agreements  with each of Gerald F.
Sullivan and Gator Glory, LLC, a limited liability company managed by Smyth, and
issued a  convertible  note in the  amount  of  $500,000.  The  proceeds  of the
convertible  note were  primarily  used to finance the payment of the  Company's
accounts payables incurred through the date of the merger.

     In March 2000, the Company  completed the  acquisition of certain assets of
Paradigm Mortgage Associates, Inc. (Paradigm) for 500,000 shares of common stock
of Lahaina.  Paradigm had a co-operative  branch network of mortgage brokers and
the  Company  offered  many of these  the  opportunity  to  become  co-operative
branches with the Company. Paradigm guaranteed that the branch operations moving
to the Company from Paradigm would maintain  minimum monthly volumes of mortgage
loan  originations,  with 300,000 shares subject to a claw back provision if the
minimum volumes are not met. The volume guarantees have not been achieved in any
of the months  subsequent to the transaction and the claw back provisions  begin
to apply in October, 2000.

CHANGE IN BOARD OF DIRECTORS

     During the year, the Company added outside  directors  Robert E. Altenbach,
Esq. and Anthony Mesiti to the Board.  Subsequent to year end, Sherry Sagemiller
resigned  her  position as a director  of Lahaina  Acquisitions,  Inc.  and John
Cappadona  was elected to take her place on the board as an  additional  outside
director.

BUSINESS OPERATIONS

     As a result of the merger  with  Accent,  the Company  acquired  additional
assets,  primarily in the form of real estate and a mortgage  financing  entity.
The Company's  operations  consist of a mortgage  financing  division and a real
estate development division.

ACCENT MORTGAGE SERVICES (AMSI)

     AMSI is a residential mortgage broker providing mortgage brokerage services
to consumers  through a network of about 66 branches located in 15 states with a
concentration  (28) in Georgia and Florida.  AMSI is licensed in about 26 states
and the  branches  close loans in most of these.  Under the branch  arrangement,
mortgage brokerage  professionals  originate mortgage loans under AMSI's license
in those states where AMSI is licensed to provide mortgage  brokerage  services.
Fees  associated with  originating  and closing  mortgage loans are forwarded to
AMSI. The cost of operating the branch , such as payroll, rent, office supplies,
licenses,  insurance,  etc. is paid from  branch  profitability.  AMSI  provides
training, marketing and administrative support to its branches. Branches utilize
AMSI's senior level of licensing, along with AMSI's access to a broader range of
funding sources, to originate larger numbers of loans.

                                       5
<PAGE>

     AMSI branch offices  actively solicit the origination of a variety of types
of  residential  mortgage  loans,  through  personal  contact as well as via the
Internet.  Interested  consumers are  encouraged  to submit a  pre-qualification
application  via a branch  website,  after which a loan officer  will  establish
personal contact.  AMSI loan officers guide consumers through the entire process
of obtaining a mortgage loan, from the initial  application to the final closing
of the mortgage loan. AMSI has established relationships with multiple potential
funding  sources,  providing a wide  variety of mortgage  financing  options for
consumers.

     AMSI contributed  $9,009,017 or 74.7 percent of the Company's  consolidated
revenue for the year ended  September  30, 2000 and $837,800 or 77.8 percent for
the period from July 9, 1999 (date of inception) to September 30, 1999.

     The market for the  brokerage of mortgage  loans is rapidly  evolving,  and
competition  for borrowers is intense and is expected to increase  significantly
in the future.  AMSI  believes that the primary  factors  involved in choosing a
mortgage  broker  include  personalized  service,  availability  of  competitive
financing  rates and financing  programs  and the ease with which the financing
can be completed,  among others.  Effective  October 1, 2000,  Lahaina  acquired
United Capital Mortgage Corporation (United) of Denver,  Colorado.  United has a
network of 11 traditional branch offices in Colorado, Nevada and Florida and has
a wholesale  operation  in New York.  The Company  believes the  combination  of
traditional  branches  and  cooperative  branches  will  enhance  its ability to
compete for  borrowers.

     Lahaina  acquired  Cross Keys  Capital L.P. of Hershey,  Pennsylvania  in a
transaction  effective  October 24, 2000. While Cross Keys is a relatively small
operation  with  one  location  and  three  employees,   it  added   residential
construction  financing  to  the  financing  programs  AMSI  can  offer  to  its
customers.  Cross  Keys has a $20  million  warehouse  line  with a  significant
portion of it available to provide financing to AMSI Customers.

     While  Lahaina  believes AMSI is an effective  competitor,  there can be no
assurance that AMSI's  competitors  and potential  competitors  will not develop
services  and  products  that  are  equal or  superior  to those of AMSI or that
achieve greater market acceptance than its products and services.

     The financial  information  related to the mortgage segment can be found in
the footnotes to the Company's consolidated financial statements found in Item 8
of the annual report on Form 10-K.

ACCENT REAL ESTATE GROUP (ARG)

     ARG is a real estate development  organization  engaged in the acquisition,
development and sale of a wide variety of real estate  projects.  As a result of
the  formation of Accent,  and the Company's  subsequent  merger with Accent and
exercise of options to acquire  land,  the Company now owns several  properties,
and has assumed  and/or issued  associated  indebtedness.  The Company may enter
into or assume additional indebtedness if it acquires additional property or the
option to acquire other  property.  The Company may issue  additional  shares of
stock,  or the right to acquire  shares of stock,  in the future  acquisition of
property for  investment or  development.  At September 30, 2000,  the Company's
development projects included:

     SWISS AIR  ESTATES - a  lakefront  residential  community  located  at Lake
Sidney  Lanier,  just north of  metropolitan  Atlanta,  Georgia.  This  property
consists of  estate-sized  lots priced from $200,000 to more than $700,000.  The
property is zoned and is under  development and 5 lots remain available for sale
as of the date of this report. Completion of the development is delayed due to a
lack of available  funds to complete  the  project.  This delay could effect the
future sale of these properties.  On December 29, 2000, the Company acquired the
residence of its CEO,  which is located in Swiss Air Estates.  The residence was
leased to a third party and the Company has no definitive plans for the property
as of the date of this filing.

     PEACHTREE  INDUSTRIAL  BOULEVARD - a  commercial/industrial  tract totaling
approximately  50 acres  located on  Peachtree  Industrial  Boulevard  in Fulton
County, Georgia. At September 30, 2000, the development of a significant portion
of this  project was  complete.  The total  capitalized  cost of the project was
approximately equal to the first lien indebtedness associated with the property.
A creditor with a second lien on the property started foreclosure proceedings in
a collection effort. The first lien holder initiated foreclosure  proceedings to
protect his  interest  and in early  January took the property in payment of the
outstanding debt. The Company suffered no material economic impact as a result.

     ARG competes with commercial  developers,  real estate  companies and other
real estate owners for development and acquisition  opportunities  in all of its
market  areas.  While ARG  believes it is an  effective  competitor  in the real
estate development  market,  certain of its competitors may have greater capital
and other resources than those of the Company.

                                       6
<PAGE>

GOVERNMENT REGULATION

     The  Company's  mortgage  brokerage  services  division and its real estate
development  division  are  subject to  various  laws and  regulations.  AMSI is
subject  to rules  and  regulations  promulgated  by  federal,  state  and local
regulatory agencies in connection with originating, processing, underwriting and
selling mortgage loans.  These rules and regulations,  among other things impose
licensing obligations on AMSI, prohibit  discrimination,  establish underwriting
guidelines and mandate disclosures and notices to borrowers.  ARG is required to
comply with various federal,  state and local  environmental,  zoning, land use,
licensing and other laws and regulations  which govern its operations.  Existing
regulations may have a material  adverse impact on the Company's  operations by,
among other things, imposing additional compliance costs and delaying the period
in which  mortgages  may be processed or real estate  projects may be brought to
market.

     To date, the Company has not expended significant  resources on lobbying or
related government affairs issues but may be required to do so in the future.

EMPLOYEES

     As of the date of this  report,  the Company  employs 20 people  within its
corporate  division  (including  two  employees  associated  with  ARG)  and has
approximately 380 employees in its mortgage division.

EXECUTIVE OFFICERS OF THE COMPANY

     Certain  information  about the  Company's  executive  officers is provided
below.

     L. Scott Demerau,  age 40, was elected as a director,  the Chief  Executive
Officer and  President of the Company  effective  August 23, 1999.  Mr.  Demerau
holds  a  B.A.  from  the  Ferris  State  University.   Mr.  Demerau  began  his
entrepreneurial career in 1986 by forming a family entertainment center company,
Mountasia.  Mountasia  held an Initial  Public  Offering in 1993 and merged with
Malibu  Entertainment  Worldwide in 1994 where he served as Chairman,  President
and CEO until 1997.  From 1997 to 1999,  Mr.  Demerau  served as a consultant to
Malibu.

     Betty M.  Sullivan,  age 50, was elected as a director,  the Executive Vice
President -  Administration  and Secretary of the Company  effective  August 23,
1999. She is a graduate of the American  Institute of Banking,  Louisiana  State
University.  Ms. Sullivan was Assistant Vice President with Sun Banks of Florida
from 1968 to 1980.  She was owner and  operator of two Sonny's  Real Pit Bar BBQ
Restaurants,  and four Athletic  Attic  Sporting Goods Stores from 1981 to 1986.
She was  employed  as senior  management  with  Malibu  Entertainment  Worldwide
(formerly Mountasia),  a publicly traded company, as Executive Vice President of
Operations,  Vice  President  of Human  Relations,  Vice  President of Investors
Relations and Secretary from 1987 to 1999.

     Robert S. Vail,  age 54, was elected  Executive Vice President - Finance of
the Company effective April 17, 2000 Mr. Vail holds a B.B.A. from the University
of Georgia and a Masters of Accountancy from Florida State University.  Mr. Vail
has been a Senior Manager with Price  Waterhouse and a Partner in a national CPA
firm.  Mr. Vail was  Executive  VP Finance  and  Administration  of an S&L,  was
Director of Operations of the Houston  office of Price  Waterhouse  from 1990 to
1998  and  then  served  as  Chief  Financial  Officer  of  Integrated   Spatial
Information  Solutions,  Inc., a publicly held company.  On January 22, 2001 Mr.
Vail resigned his position with the Company and his  responsibilities  have been
assumed by the Company's Controller Jackie Flynn.

ITEM 2.  PROPERTIES

     The  Company's  operations  are  principally  located in a two story office
building  in  Alpharetta,  Georgia,  a suburb of Atlanta.  The Company  occupies
approximately  9,000  square feet of office  space under a lease that expires in
August 2004.  Annual rent  associated  with this office  space is  approximately
$158,000 including utilities. The branches are generally located in small suites
of office space that are rented under leases that range in duration from no more
than three months to month to month terms. At the date of this report, virtually
all of the  space  is  occupied  under  month to month  leases  representing  no
significant liability to AMSI.

     At the date of this report,  ARG holds the  following  properties  for sale
and/or development:

                                       7
<PAGE>

     SWISS AIR  ESTATES - a  lakefront  residential  community  located  at Lake
Sidney  Lanier,  just north of  metropolitan  Atlanta,  Georgia.  This  property
consists of  estate-sized  lots priced from $200,000 to more than $700,000.  The
property is zoned and is under  development and 5 lots remain available for sale
as of the date of this report. Completion of the development is delayed due to a
lack of available  funds to complete  the  project.  This delay could effect the
future sale of these properties.

ITEM 3.  LEGAL PROCEEDINGS

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

     In  addition,  the Holder has  brought an action  against  the  Company for
payment  of  $550,000  under the terms of a  convertible  note  executed  by the
Company on January 7, 2000 which the Holder claims is in default.  This $550,000
note was secured by a first  priority  deed to secure debt on Lot 4 of the Swiss
Air Estates and a second  priority deed to secure debt on Lot 8. The Company has
made  an  offer  to the  holder  to  transfer  Lot #4 and pay  $250,000  in full
satisfaction  of the note.  As of the date of this  report  the  holder  has not
accepted the offer.

     The Company is a party in an action filed by an individual  with whom there
was an agreement involving certain financing activities.  The complaint involves
claims of breach of  contract  and breach of  fiduciary  duty.  Damages  are not
capable of being  determined,  however the Company  does not believe the outcome
will have a material adverse impact on the operating results of the Company.

     The Company is engaged in various  other  litigation  matters  from time to
time in the ordinary course of business.  The Company will vigorously defend its
positions  and believes the outcome of any  litigation  will not have a material
adverse effect on the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders of the Company during
the fourth quarter of the fiscal year ended September 30, 2000.

                                   PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's  Common Stock trades  over-the-counter  on the bulletin board
operated by the National  Association  of  Securities  Dealers,  Inc.  under the
symbol  "LAHA." The  following  table sets forth the high and low closing bid of
the  Company's  Common Stock for each quarter  during the past two fiscal years.
The prices reflect inter-dealer  quotations without retail mark-ups,  mark downs
and  commissions,  and do not necessarily  represent  actual  transactions.  The
Company's securities began trading in August 1996.
<TABLE>
<CAPTION>

                                                            High           Low
                                                     -------------  ------------
<S>                                                     <C>            <C>
Fiscal Year Ended September 30, 2000
      Fourth Quarter                                     $  2.063       $ 1.031
      Third Quarter                                         3.125         1.250
      Second Quarter                                        4.625         1.750
      First Quarter                                         5.125         2.375
Fiscal Year Ended September 30, 1999
      Fourth Quarter                                     $  6.750       $ 3.125
      Third Quarter                                         4.625         0.500
      Second Quarter                                        4.000         1.500
      First Quarter                                         4.000         0.031
</TABLE>

     As of January 8, 2001 there were approximately 260 holders of record of the
Company's common stock.

     The Company has never  declared  or paid any cash  dividends  on the Common
Stock and does not presently intend to pay cash dividends on the Common Stock in
the foreseeable future.

                                       8
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

     As a result of the  merger  between  Lahaina  and  Accent,  the  historical
financial  statements of the Company for the period prior to August 23, 1999 are
the consolidated financial statements of Accent from its date of inception, July
9, 1999.  The operations of Lahaina and AMSI have been included in the Company's
financial  statements  from the date of acquisition.  The selected  consolidated
annual  financial  data presented  below was derived from the Company's  audited
consolidated  financial statements for the year ended September 30, 2000 and the
period  from July 9, 1999  (date of  inception)  to  September  30,  1999.  This
selected  financial data were derived from the Company's  consolidate  financial
statements.  This selected  financial  data should be read in  conjunction  with
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and the  Company's  consolidated  financial  statements  and  notes
thereto.

<TABLE>
<CAPTION>
                                                                               July 9, 1999 (date
                                                        Year ended              of inception) to
                                                    September 30, 2000         September 30, 1999
                                                    ------------------      -----------------------
<S>                                               <C>                     <C>

INCOME STATEMENT DATA

Revenue                                            $    12,068,236         $        1,076,566
Loss from operations                               $     2,716,953         $          880,443
Loss before income taxes                           $     1,987,257         $        1,155,305
Net loss                                           $     1,987,257         $        1,155,305
Basic and diluted loss per share                   $         (0.12)        $            (0.08)

BALANCE SHEET DATA:

Total assets                                       $      7,483,750        $         9,205,426
Total debt                                         $      8,478,964        $         9,280,931
Total liabilities                                  $     11,163,992        $        11,842,691
Stockholders' deficit                              $     (3,259,097)       $        (2,544,736)
Total liabilities and stockholder's deficit        $      7,483,750        $         9,205,426
</TABLE>

SELECTED PREDECESSOR FINANCIAL DATA

     The following table presents selected  predecessor  financial data for AMSI
on a historical basis for the periods indicated.  The financial  information for
AMSI for the years ended  December  31,  1998 and 1997 and the six month  period
ended June 30, 1999 are  derived  from the  financial  statements  of AMSI.  The
results for the interim  periods are not  necessarily  indicative of the results
for the full  fiscal  year or any future  period.  Interim  results  reflect all
adjustments,  which  are in  the  opinion  of  management,  necessary  to a fair
statement of these results.


<TABLE>
                                                                                                                     SIX MONTH
                                                                                                                      INTERIM
                                             ACCENT MORTGAGE SERVICES, INC.                                         PERIOD ENDED
                                            FOR THE YEARS ENDED DECEMBER 31,                                           JUNE 30
<S>                             <C>           <C>            <C>               <C>              <C>              <C>

                                       1994          1995            1996            1997             1998           1999
INCOME STATEMENT DATA
Revenue  (1)                     $    265,996   $   629,854   $   1,039,172     $  1,082,090     $  1,211,246     $   236,875
Income (loss) from operations    $     40,126   $    87,997   $     127,225     $   (149,171)    $ (1,162,610)    $  (200,003)
Income (loss) before income
   taxes                         $     41,896   $    82,707   $     116,082     $   (168,407)    $ (1,332,030)    $  (389,446)

(1)   Amounts are net of brokerage services expense.

</TABLE>

                                       9
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

     The  following  discussion  of the  results  of  operations  and  financial
condition of Lahaina  Acquisitions,  Inc. should be read in conjunction with the
Consolidated  Financial  Statements and Notes thereto included elsewhere in this
annual report on Form 10-K.

OVERVIEW

     Lahaina  Acquisitions,  Inc.  ("Lahaina" or the "Company") is a multi-state
provider of mortgage  brokerage  services to consumers and is also a real estate
developer.  The Company's  operations  consist of a mortgage  financing division
("Accent  Mortgage  Services,  Inc." or "AMSI"),  and a real estate  development
division ("Accent Real Estate Group" or "ARG").

     On August 23, 1999, Lahaina merged with The Accent Group, Inc.  ("Accent"),
an Atlanta, Georgia based real estate development and mortgage financing entity.
The merger was  accounted  for as a reverse  acquisition  with Accent  being the
accounting acquiror in accordance with SAB 97. As a result of the merger between
Lahaina and Accent, the historical  financial  statements of the Company for the
period prior to August 23, 1999 are the  consolidated  financial  statements  of
Accent from its date of inception,  July 9, 1999.  The operations of Lahaina and
AMSI have been included in the Company's  financial  statements from the date of
acquisition. The discussion of the results of operations and financial condition
of Lahaina  represents the year ended September 30, 2000 and the period from the
date of inception (July 9, 1999) to September 30, 1999.

     As stated  above,  the period  prior to the full year ended  September  30,
2000,  was an  abbreviated  period of less than three  months  representing  the
period from the  Company's  date of inception  (July 9, 1999) to  September  30,
1999. For this reason  comparisons of the full year ended  September 30, 2000 to
this prior period will not be meaningful.  The following analysis of the results
of operations and liquidity will  therefore  present  separately the results for
the full year ended September 30, 2000 and the period from the date of inception
(July 9, 1999) to September  30, 1999,  thereby not  commenting  on increases or
decreases  which result  solely from the  comparison of a twelve month to a less
than three month period.

RESULTS OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2000

Revenues

     Revenues for the year ended  September  30, 2000 totaled  $12,068,236.
Broker fee income  generated by AMSI  represented  $9,009,017 (or  approximately
74.7  percent)  of  total  revenues  for the  period.  This  broker  fee  income
represents  fees  associated with the brokerage of mortgage loans by AMSI branch
offices.

     Revenues for ARG totaled  $3,059,219 for the year ended  September 30, 2000
(or approximately 25.3 percent of total revenues).  Revenues for ARG represented
$2,800,000  from the sale of lots in the Swiss Air development and $259,219 from
the sale of an property located in Athens, Tennessee.

Operating Expenses

     Operating   expenses  for  the  year  ended   September  30,  2000  totaled
$14,785,189.  The principal components of operating expenses for the period were
broker  commissions  ($7,707,545 or 52.1 percent of total  operating  expenses),
general  and  administrative  expenses  ($2,817,179  or 19.1  percent  of  total
operating expenses),  salaries and employee benefits ($1,621,065 or 11.0 percent
of total  operating  expenses),  cost of real  estate  sold  ($1,234,700  or 8.4
percent of total  operating  expenses) and  professional  fees  ($611,828 or 4.1
percent of total operating expenses).

     Broker commissions  consisted of commissions paid by AMSI to branch offices
for loans brokered by each branch.  Such expenses  represent  commissions due to
branch  offices  net of  applicable  fees due to  AMSI.

                                       10
<PAGE>

     General and administrative expense ($2,817,179 for the period) consisted of
$1,536,062  (or 54.4 percent of the total) in bad debt expense  associated  with
valuation  of  notes  receivable,  $312,838  (or  11.3  percent  of  the  total)
attributable  to fees paid to lenders for  raising  capital,  $476,319  (or 16.9
percent of the total)  attributable to corporate  activities,  $433,096 (or 15.4
percent  of the total)  attributable  to the  mortgage  brokerage  segment,  and
$58,864  (or  2.1  percent  of  the  total)  attributable  to  the  real  estate
development segment.

     The  principal  components  of the  $476,319 of general and  administrative
expense attributable to corporate  activities were insurance  ($89,646),  filing
fees ($77,037), outside services ($72,879), telephone ($47,123) and travel and
entertainment ($41,740).

     The  principal  components  of the  $433,096 of general and  administrative
expense   attributable  to  the  mortgage  brokerage  segment  were  travel  and
entertainment  ($86,386),   payroll  services  ($65,622),   taxes  and  licenses
($59,324)  and  advertising  and  marketing  ($39,301).  The mortgage  brokerage
segment  experienced  significant  expansion of its branch  operation during the
period,  and as a result  experienced  significant  costs  associated  with this
expansion.

     The  principal  components  of the $611,828 of  professional  expenses were
consulting fees related to capital raising and shareholder relations ($370,413),
legal ($163,842) and accounting ($77,573).

Other Expense (Income)

     Other  expense  (income)  for the year ended  September  30,  2000  totaled
($729,694),  primarily  consisting of other income  ($1,556,629  for the period)
partially offset by interest expense ($826,936 for the period).

     Other  income  ($1,556,632)  consists  of a gain on the  sale of subsidiary
($1,166,872)  and  interest  income  ($164,144).   Interest  expense  ($826,936)
represents   interest   expense   associated  with  the  Company's   borrowings.
Approximately  $398,630  of the total  interest  expense  relates to  borrowings
associated with the Company's real estate  holdings.  The remaining  $428,306 of
interest expense relates to general corporate indebtedness.

Net Loss

     The Company  recorded a net loss of $1,987,257 for the year ended September
30, 2000.  This net loss represents a basic and diluted loss per common share of
$0.12.

     Through the year to date period ended June 30, 2000, the company recorded a
net income of  approximately  $735,000.  Due primarily to the  following  fourth
quarter adjustment to certain real estate  transactions,  the company reported a
loss for the full year of  $1,987,257  for a profit  reversal  of  approximately
$2,700,000.

        Defer gain on sale of Tennessee property              $  891,000
        Defer gain on sale of Swiss Air lot                      600,000
        Write down note receivable on Beachside Commons sale     598,000
        Expense costs due to expiration of purchase option       440,000
                                                              ----------
                                                              $2,529,000
                                                              ==========

LIQUIDITY AND CAPITAL RESOURCES

     For the year ended  September 30, 2000, the Company used  $2,417,252 in net
cash from operating activities.  A total of $498,896 was provided by an increase
in accounts payable and accrued expenses, $1,136,180 of net cash was provided by
an increase in amounts due to related  parties  resulting  from the sale of real
property and a non-cash charge to earnings of $1,536,062 resulted from the write
down of the note  receivable  from the sale of a subsidiary.  The primary use of
operating cash was to fund the net loss of $1,987,257 and recognize the non-cash
gain of $1,824,519 on the sale of real estate held for development.

     The Company used cash in investing  activities $14,199 for the purchases of
property and equipment in the year ended September 30, 2000.

     The Company  provided  $2,688,448 in net cash for financing  activities for
the year ended September 30, 2000,  principally by a $840,930 reduction in notes
payable offset by an increase in new notes payable of $3,511,878.
                                       11
<PAGE>

     Historically,  the Company and its subsidiaries have not generated positive
cash flow. The Company has  restructured  several of its borrowing  arrangements
subsequent to September 30, 2000. The convertible  note  arrangement was amended
to provide  for an  extended  cure  period  with  respect  to certain  events of
default.  There is no cash flow  impact  with  respect  to curing  the events of
default as the cure can be achieved by issuing and  delivering  common  stock of
the Company.

     The warehouse line of credit has been  restructured  to accept certain real
estate  owned as a reduction  in the  warehouse  line of credit.  The  remaining
outstanding  amounts are interest only with  principal  payments  subject to the
resolution of the SGE Mortgage Funding  Corporation  matter described in notes 7
and 9 to the Company's  financial  statements  included in this annual report on
Form 10-K.

     Management's  plan is to continue to  restructure or refinance its existing
obligations, increase the volume of mortgage loans brokered through its mortgage
operations,  utilize the more  profitable fee structure  offered by the mortgage
banking division through the acquisition of United Mortgage and develop and sell
its  various  parcels of real  estate  and,  ultimately,  to achieve  profitable
operations  and  positive  cash flow.  If,  however,  management  is not able to
achieve some or all of these objectives, then additional sources of capital will
have to be found. There is no guarantee that these additional sources of capital
can be located.

     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.

FOR THE PERIOD FROM JULY 9, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999

Revenues

     Revenues  for the  period  from the  date of  inception  (July 9,  1999) to
September  30, 1999  totaled  $1,076,566.  Broker fee income  generated  by AMSI
represented  $837,803 (or approximately  77.8 percent) of total revenues for the
period.  This broker fee income represents fees associated with the brokerage of
mortgage loans by AMSI branch offices.

     Revenues  for ARG totaled  $238,763 for the period (or  approximately  22.2
percent of total revenues). Revenues for ARG represented the sale of a parcel of
land  at the  Company's  Peachtree  Industrial  Boulevard  commercial/industrial
development.

Operating Expenses

     Operating expenses for the period from the date of inception (July 9, 1999)
to September 30, 1999 totaled $1,957,009.  The principal components of operating
expenses  for the period were broker  commissions  ($708,508  or 36.2 percent of
total operating expenses), general and administrative expenses ($479,308 or 24.5
percent  of total  operating  expenses),  professional  fees  ($294,819  or 15.1
percent of total operating  expenses),  salaries and employee benefits ($262,910
or 13.4  percent of total  operating  expenses),  and cost of real  estate  sold
($149,854 or 7.7 percent of total operating expenses).

     The principal  components of broker  commissions  ($708,508 for the period)
were  commissions  paid by AMSI to branch  offices  for loans  brokered  by each
branch  ($696,300 for the period).  Such expenses  represent  commissions due to
branch  offices  net of  applicable  fees due to  AMSI.  The  remaining  $12,208
represents  commissions  paid by ARG in connection  with the sale of a parcel of
land  at the  Company's  Peachtree  Industrial  Boulevard  commercial/industrial
development.

     General and  administrative  expense ($479,308 for the period) consisted of
$336,789 (or 70.3 percent of the total)  attributable to the mortgage  brokerage
segment,  $127,247  (or 26.5  percent of the total)  attributable  to  corporate
activities,  and $19,971 (or 4.1 percent of the total)  attributable to the real
estate development segment.

                                       12
<PAGE>

     The  principal  components  of the  $336,789 of general and  administrative
expense  attributable  to the mortgage  brokerage  segment were  advertising and
marketing  ($72,679),   travel  and  entertainment  ($32,927),   printing  costs
($30,631) and  telephone  expenses  ($23,539).  The mortgage  brokerage  segment
experienced significant expansion of its branch operation during the period, and
as a result experienced significant costs associated with this expansion.

     The  principal  components  of the  $127,247 of general and  administrative
expense  attributable to corporate  activities were supplies  ($26,076),  filing
fees ($17,193) and travel and entertainment ($32,927).

Other Expense (Income)

     Other expense  (income) for the period from the date of inception  (July 9,
1999) to September 30, 1999 totaled $274,862,  primarily  consisting of interest
expense  ($138,906  for the  period),  liquidated  damages  under the  Company's
convertible  notes  ($81,500 for the  period),  other  expense  ($55,804 for the
period) and other income ($1,348 for the period).

     Interest expense ($138,906) represents interest expense associated with the
Company's  borrowings.  Approximately  $38,832  of the  total  interest  expense
relates to the Company's warehouse line, which was suspended as of July 9, 1999.
Approximately  $78,536  of the total  interest  expense  relates  to  borrowings
associated  with the Company's real estate  holdings.  The remaining  $21,538 of
interest expense relates to general corporate indebtedness.

     Liquidated  damages of $81,500 were recorded  during the period relating to
the  Company's  convertible  notes.  During the period  the  Company  was not in
compliance with certain provisions of the note agreements, primarily relating to
maintaining  an effective  registration  statement for the  registration  of the
conversion shares and non-payment of interest and liquidated damages.

Net Loss

     The Company recorded a net loss of $1,155,305 for the period from inception
(July 9, 1999) to  September  30,  1999.  This net loss  represents  a basic and
diluted loss per common share of $0.08.

LIQUIDITY AND CAPITAL RESOURCES

     For the period from July 9, 1999 (date of inception) to September 30, 1999,
the Company used $2,433,439 in net cash in operating  activities,  a significant
portion of which is represented by the Company's net loss of $1,155,305. A total
of  $2,186,513  of net cash was used for the  purchase and  development  of real
estate held for development. Increases in accounts payable ($1,108,416), accrued
interest payable ($103,815) and proceeds from the sale of real estate ($238,763)
served to offset a portion of the net cash used in operating activities.

     The Company used  $159,750 in net cash in investing  activities  during the
period from July 9, 1999 (date of inception) to September 30, 1999,  principally
for the merger with Lahaina  Acquisitions,  Inc. and the  acquisition  of Accent
Mortgage  Services,  Inc. The Company  acquired cash totaling  $248,245 in these
acquisitions.  Purchases  of  property  and  equipment  totaled  $87,774 for the
period,  while  proceeds from the sale of property and equipment  totaled $4,779
for the period from July 9, 1999 (date of inception) to September 30, 1999.

     The  Company  generated  $2,608,489  in  net  cash  provided  by  financing
activities for the period from the date of inception (July 9, 1999) to September
30, 1999, principally in the form of additional  borrowings.  The primary source
of new borrowings  (approximately  $2,100,000) was associated with the Company's
purchase of a parcel of land located on Peachtree Industrial Boulevard in Fulton
county,  Georgia,  north of metropolitan  Atlanta.  Additionally,  approximately
$525,000 of the increase in borrowings was associated with general corporate and
working capital  activities.  Repayments of notes payable totaled $16,511 during
the period.


                                       13
<PAGE>

INFLATION

     The Company does not believe the moderate rates of inflation experienced in
the  Southeastern  United  States  over the past two years  have had a  material
effect on its sales or profitability.

ITEM 7A.  CERTAIN RISK FACTORS

     In evaluating  the Company and its lines of business,  the  following  risk
factors should be considered:

MORTGAGE BROKERAGE SERVICES RISKS

IF INTEREST RATES RISE OR GENERAL ECONOMIC CONDITIONS DETERIORATE, IT COULD HARM
OUR BUSINESS

     AMSI will likely  originate fewer mortgage loans if interest rates rise. In
periods of rising interest rates,  demand for mortgage loans typically declines.
During those periods,  AMSI will likely  originate  fewer mortgage loans and its
revenues  will  decline.   Demand  for  refinancing   mortgages   declines  more
significantly  than for new home  purchase  mortgages  during  periods of rising
interest  rates.  AMSI's  business  would be  adversely  affected  by  declining
economic  conditions  in  those  states  where  it  originates  mortgage  loans,
particularly in their residential real estate markets.

IF WE DO NOT  COMPLY  WITH  MORTGAGE  BANKING  RULES  AND  REGULATIONS  OR OTHER
REGULATORY REQUIREMENTS, OUR BUSINESS MAY BE HARMED

     AMSI's business is subject to the rules and regulations of various federal,
state and local regulatory agencies in connection with originating,  processing,
underwriting  and selling  mortgage loans.  These rules and  regulations,  among
other things,  impose licensing  obligations on AMSI,  prohibit  discrimination,
establish  underwriting  guidelines  and  mandate  disclosures  and  notices  to
borrowers.  AMSI is also  required  to  comply  with  each  regulatory  entity's
financial  requirements.  If AMSI does not comply with these rules,  regulations
and requirements,  the regulatory agencies may restrict its ability to originate
mortgage loans.  Regulatory and legal requirements are subject to change and may
become more  restrictive,  making  compliance  more  difficult  or  expensive or
otherwise  restricting  AMSI's  ability to  conduct  its  business  as it is now
conducted.  As of June 30, 1999,  AMSI was not in compliance with the Department
of Housing and Urban Development ("HUD") net worth requirements. As of September
21, 1999, AMSI took corrective action to resolve this matter. AMSI believes that
it is currently in material  compliance with all applicable laws and regulations
to which it is currently  subject.  However,  no assurance can be given that the
costs of future  compliance  will not be  significant or that AMSI is in fact in
compliance with all applicable laws and regulations.

THE  MARKET  IN WHICH  WE  OPERATE  IS  INTENSELY  COMPETITIVE  AND  ACTIONS  BY
COMPETITORS COULD HARM OUR BUSINESS

     AMSI competes with other mortgage  brokerage  companies,  many of which are
larger,  are more  experienced  and have greater  financial  resources  than the
Company.  Accordingly,  AMSI  may  not be able to  successfully  compete  in the
mortgage  brokerage  market.  Competitors may be able to respond more quickly to
take  advantage  of new or changing  opportunities,  technologies  and  customer
requirements.  They also may be able to  undertake  more  extensive  promotional
activities,  offer more attractive  terms to borrowers and adopt more aggressive
pricing policies.

                                       14
<PAGE>

REAL ESTATE DEVELOPMENT RISKS

IF THE REAL ESTATE INDUSTRY OR GENERAL ECONOMIC CONDITIONS DETERIORATE, IT COULD
HARM OUR BUSINESS

     Real estate markets are cyclical in nature and highly  sensitive to changes
in national and regional economic  conditions,  including,  among other factors,
levels of employment and discretionary  disposable income,  consumer confidence,
available  financing and interest rates. A downturn in the economy in general or
in the market for  residential  or commercial  real estate could have a material
adverse effect on ARG's business,  operating results and financial condition. In
addition,  concentration in a given region may increase ARG's  susceptibility to
an economic downturn. Most of the real estate owned or held by ARG is located in
the southeastern United States, thus increasing the Company's  susceptibility to
the economic conditions of the southeast.

IF THE REAL  ESTATE  INDUSTRY  OR GENERAL  ECONOMIC  CONDITIONS  DETERIORATE  IN
METROPOLITAN ATLANTA, GEORGIA IT COULD HARM OUR BUSINESS

     The majority of ARG's real estate is located in and around the metropolitan
Atlanta,  Georgia area . There are  substantial  risks  associated  with a large
investment in real estate. These include the following risks:

     - real  property  may decline in value due to changing  market and economic
conditions;

     - development and carrying costs may exceed  anticipated costs;

     - there may be delays in bringing inventories to market due to, among other
things,  changes in regulations,  adverse  weather  conditions or changes in the
availability of development financing on terms acceptable to the Company; or

     - interest rates may increase  which will  adversely  affect the ability of
the Company to sell their properties.

WE ARE SUBJECT TO CERTAIN  REGULATIONS  RELATED TO REAL ESTATE, AND IF WE DO NOT
COMPLY OUR BUSINESS MAY BE HARMED

     ARG's real estate business is subject to certain  federal,  state and local
regulations  and is  required to comply with  various  federal,  state and local
environmental,  zoning,  land use,  land  sales,  licensing  and other  laws and
regulations which govern its operations. Existing or future regulations may have
a material adverse impact on ARG's  operations by, among other things,  imposing
additional  compliance  costs and delaying  the period in which the  development
projects are brought to market.  ARG believes that it is in material  compliance
with all  applicable  laws and  regulations  to which it is  currently  subject.
However,  no assurance can be given that the costs of future compliance will not
be significant or that ARG is in fact in compliance with all applicable laws and
regulations.  In addition,  there can be no assurance that laws and  regulations
applicable to ARG in any specific jurisdiction will not be revised or that other
laws or  regulations  will not be adopted  which could  increase  ARG's costs of
compliance or prevent ARG from marketing or selling its properties.  Any failure
of ARG to comply with  applicable  laws or  regulations  or any  increase in the
costs of  compliance  could have a material  adverse  effect on ARG's  business,
operating results and financial condition.

IF OUR INVENTORY IS FOUND TO BE ENVIRONMENTALLY CONTAMINATED OUR BUSINESS MAY
BE HARMED

      Under various federal,  state and local laws,  ordinances and regulations,
the current or previous  owner,  manager or  operator  of real  property  may be
liable for the costs of removal or  remediation  of certain  hazardous  or toxic
substances  located  on or in, or  emanating  from,  such  property,  as well as
related  costs of  investigation  and property  damage.  These laws often impose
liability  without regard to whether the owner,  manager or operator knew of, or
was  responsible  for, the presence of the  hazardous or toxic  substances.  ARG
believes  that it is in  compliance  in all material  respects  with all federal
state and local laws,  ordinances and regulations  regarding  hazardous or toxic
substances,  but no assurance  can be given that  hazardous or toxic  substances
will not be found on its property or properties that it previously owned.

                                       15
<PAGE>

THE  MARKET  IN WHICH  WE  OPERATE  IS  INTENSELY  COMPETITIVE  AND  ACTIONS  BY
COMPETITORS COULD HARM OUR BUSINESS

     The real estate industry is highly competitive. ARG competes with builders,
developers and others for the acquisition of desirable properties and financing.
Many of ARG's competitors are larger and possess greater  financial,  marketing,
personnel and other resources.  Although ARG believes it can effectively compete
in its market areas,  no assurances  can be given as to ARG's future  ability to
locate,  develop and sell attractive properties in the market in which it wishes
to operate. Further, the entrance of high profile and well-established operators
into ARG's market areas may have a material adverse effect on ARG's operations.

GENERAL BUSINESS RISKS

WE HAVE A LIMITED OPERATING HISTORY AND THEREFORE  HISTORICAL RESULTS MAY NOT BE
INDICATIVE OF FUTURE PERFORMANCE

     The merger with Accent resulted in a change of control of the Company and a
change in the Company's management. The Company has a limited operating history,
and its  historical  results  of  operations  are  not  useful  as a  basis  for
predicting  future operating  results of the Company.  No assurance can be given
that the future operations of the Company will be successful.

WE MAY BE UNABLE TO RAISE ADDITIONAL  FUNDING TO PURSUE OUR STRATEGIES WHICH MAY
HARM OUR BUSINESS

     The Company  anticipates the need for additional  capital as it pursues its
business  strategy.  The Company expects to raise  additional  capital through a
combination  of new debt  issuances  and equity  sales,  from private as well as
public sources.  Issuance of new debt and/or the sale of equity will likely have
a dilutive  effect on the Company and its  shareholders.  Implementation  of the
Company's strategy and its business plans is contingent upon the availability of
such funding sources. No assurance can be given that the Company will be able to
raise debt or equity capital, at terms that are acceptable to the Company, or at
all, in order to fund its operations as set forth above.

THE  UNPREDICTABILITY  OF OUR  QUARTER-TO-QUARTER  RESULTS  MAY HARM THE TRADING
PRICE OF OUR COMMON STOCK

     Because the Company has a limited  operating  history,  it lacks sufficient
historical  operating  data on which to base its future  operating  results  and
financial performance.  General economic conditions, as well as competition from
other  competing  businesses,  may adversely  affect the Company's  performance.
Because of these and other  factors,  the Company's  financial  performance  may
fluctuate from period to period, which could result in a material fluctuation in
the trading price of the Company's common stock.

WE ARE A GROWTH COMPANY, WHICH ENTAILS RISKS THAT COULD HARM OUR BUSINESS

     Inability of management to adequately manage the operations of the business
may subject the business of the Company to certain  risks,  in addition to those
commonly found in a growing company. These risks include:

     - obtaining additional financing;

     - providing adequate working capital to pay salaries for personnel hired to
acquire and develop  properties before revenue from the properties is sufficient
to pay their salaries;

     - the inability of management to recognize  potential  problems before they
become serious problems;

     - the lack of  sufficient  experience  in the staff to solve  problems once
they are identified; and

     - the risk from competitors.

THE  ISSUANCE OF  ADDITIONAL  SHARES OF COMMON  STOCK IN THE FUTURE MAY HARM THE
BOOK VALUE OF THE OUTSTANDING SHARES OF COMMON STOCK

     To the extent the future funding  requirements  of the Company  require the
issuance of  convertible  securities  or securities or debt having a priority to
the shares of Common  Stock,  the shares of Common Stock may suffer a decline in
book value.

                                       16
<PAGE>

WE DO NOT  ANTICIPATE  PAYING  DIVIDENDS ON OUR COMMON STOCK IN THE  FORESEEABLE
FUTURE

     The  Company  intends  to  retain  all  future  earnings  for  use  in  the
development  of its business.  The Company has never paid and does not currently
anticipate  paying any cash  dividends  on its Common  Stock in the  foreseeable
future.

OUTLOOK FOR 2001

     The Company is a multi-state provider of mortgage brokerage service, a full
service mortgage banker to consumers and a multi-state  real estate  development
organization.  The Company's  intends to become a leader in the mortgage lending
industry.  The United Capital Mortgage,  Cross Key Capital and Paradigm Mortgage
Corporation  acquisitions  indicates  the  Company's  commitment  to execute its
growth model.

     The Real Estate  Development  and Brokerage  Division should benefit in the
upcoming  year from the  investments  made during the year ended  September  30,
2000.  For example,  one of the projects  initiated  during the year,  Swiss Air
Estates,  located at Lake Sidney Lanier, just north of Atlanta,  consisted of 12
executive-estate size lots in an exclusive lakefront setting. The lots ranged in
appraised  value from $200,000 to more than $700,000.  The Company sold seven of
these lots during the year ended September 30, 2000 for an aggregate sales price
of $2,800,000. There are five remaining lots for sale with an appraised value of
$1,400,000 and associated land and development cost as of September 30, 2000, of
approximately  $305,000.  Completion of the development is delayed due to a lack
of available  funds to complete the project.  This delay could effect the future
sale of these  properties.  The Company will focus on identifying  and acquiring
other properties of this type during the up-coming year.

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

     Effective October 1, 2000 the Company purchased The United Capital Mortgage
Corporation  (United  Mortgage),  a  13-year  old  mortgage  operation.   United
Mortgage, based in Denver, Colorado, produces in excess of $250 million annually
in loan closings and has mortgage operations in New York, Colorado,  Nevada, and
Florida.

     Headquartered in Denver, Colorado,  United Capital Mortgage Corp. has grown
substantially  since  its  inception  in 1986.  They  have  offices  nationwide,
including Colorado,  Nevada, New York, and Florida. Their senior management team
has worked together since 1981.  Currently they have approximately 80 employees,
which  includes a division  called  "E-United".  The  banking  unit  consists of
secondary  marketing branch operations,  pipeline  management,  underwriting and
processing,  shipping  and  closing,  investor  relations,  production  manager,
payroll, and human resources departments.

     United  is  a  full  service   mortgage   banking   company  that  provides
Conventional, FHA, VA and 2nd Mortgage Loans. United has an existing $25,000,000
warehouse line for secondary  marketing  which allows them to function as a full
mortgage  banker.  They are  able to offer  almost  all home  financing  options
available today. Because of their solid standing in the mortgage industry,  they
are  able  to  provide  FHA  Direct  Endorsement,  VA  Automatic-LAPP  approved,
FNMA/GNMA  Seller-Service,  and Desktop  Underwriting.  United has an  excellent
staff of retail originators supported by a full back office staff of processors,
underwriters and closing  personnel.  United currently does not retain servicing
rights on the loans  produced,  but  delivers  their  production  to many of the
top-tier purchasers of closed loans.

    The senior management team of United Capital will drive the growth plans of
the Mortgage  Division.  United  provides the  licensing,  marketing,  training,
access  to  a  proprietary   Internet  site  for  generating  loan   application
information,  closing,  shipping and funding which will be  instrumental  in the
development of the Company's  Accent  Mortgage  brokerage  division.  United can
provide services from the initial application,  to the final closing and funding
of a loan.

                                       17
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Lahaina Acquisitions, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Lahaina
Acquisitions,  Inc. and subsidiaries (formerly The Accent Group, Inc. - see Note
A) (the  "Company")  as of  September  30,  2000,  and the related  consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Lahaina
Acquisitions, Inc. and subsidiaries as of September 30, 2000, and the results of
their  operations and their cash flows for the year ended September 30, 2000, in
conformity with generally accepted accounting principles.

Tauber & Balser, P.C.
Atlanta, Georgia

February 6, 2001


                                       18
<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Lahaina Acquisitions, Inc.


     We have  audited the  accompanying  consolidated  balance  sheet of Lahaina
Acquisitions,  Inc. and subsidiaries (formerly The Accent Group, Inc. - see Note
1) (the  "Company")  as of  September  30,  1999,  and the related  consolidated
statements of  operations,  stockholders'  deficit and cash flows for the period
from July 9, 1999 (date of  inception) to September  30, 1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

     In our opinion,  such consolidated  financial statements present fairly, in
all  material   respects,   the  consolidated   financial  position  of  Lahaina
Acquisitions, Inc. and subsidiaries (formerly The Accent Group, Inc. see Note 1)
as of September 30, 1999, and the  consolidated  results of their operations and
their  cash  flows  for the  period  from July 9, 1999  (date of  inception)  to
September 30, 1999, in conformity with accounting  principles generally accepted
in the United States of America.

/s/  DELOITTE & TOUCHE LLP



Atlanta, Georgia
January 11, 2000

                                       19
<PAGE>
                  LAHAINA ACQUISITIONS, INC, AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                          SEPTEMBER 30, 2000 AND 1999

                                     ASSETS
<TABLE>
                                                                     2000                 1999
                                                                 ------------         ------------
<S>                                                            <C>                   <C>
Cash                                                             $   272,297          $     15,300
Restricted cash                                                           --                77,352
Restricted certificates of deposit                                        --               126,249
Real estate held for sale                                                 --             3,650,000
Real estate held for development                                   3,139,138             3,217,362
Foreclosed real estate                                               143,960               593,960
Option to acquire real estate                                             --                63,674
Property and equipment, net                                          201,818                87,101
Notes receivable, net                                              1,563,157                    --
Due from related party                                                57,816                    --
Goodwill, net                                                      1,575,433               903,042
Other assets                                                         530,131               471,386
                                                                ------------          ------------
         Total assets                                           $  7,483,750          $  9,205,426
                                                                ============          ============

        LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
   Accounts payable and accrued expenses                        $  2,146,968          $  1,837,328
   Accrued interest payable                                          472,350               298,432
   Notes payable - warehouse line                                    642,442             1,132,442
   Notes payable                                                   5,581,253             7,737,432
   Due to related parties and stockholders                         2,255,269               611,057
   Deferred revenue                                                   65,710               216,500
   Other liabilities                                                      --                 9,500
                                                                ------------          ------------
         Total liabilities                                        11,163,992            11,842,691
                                                                ------------          ------------
Commitments and contingencies

Redeemable stock:
   Common stock, no par value; 1,550,000 and 3,250,000
     shares issued and outstanding in 2000 and 1999, respectively,
     entitled to redemption under certain circumstances             (421,145)               (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,            --                     --
     15,305,763 and 12,967,343 shares issued and outstanding
     in 2000 and 1999, respectively
   Additional paid-in capital                                       883,465             (1,389,431)
   Accumulated deficit                                           (3,142,562)            (1,155,305)
                                                                ------------           ------------
                                                                 (2,259,097)            (2,544,736)
   Less: subscriptions receivable                                 1,000,000                     --
                                                                ------------           ------------
       Total stockholders' deficit                               (3,259,097)            (2,544,736)
                                                                ------------           ------------
         Total liabilities and stockholders' deficit            $ 7,483,750           $  9,205,426
                                                                ============           ============
</TABLE>


          See accompanying notes to consolidated financial statements

                                       20
<PAGE>
                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND THE PERIOD
             JULY 9, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
<TABLE>
<CAPTION>

                                                                     2000                 1999
                                                                 ------------         ------------
<S>                                                              <C>                  <C>
Revenue:
 Broker fee income                                               $  9,009,017         $    837,803
 Sales of real estate                                               3,059,219              238,763
                                                                 ------------         ------------
  Total revenue                                                    12,068,236            1,076,566
                                                                 ------------         ------------
Operating expenses:
 Broker commissions                                                 7,707,545              708,508
 Salaries and employee benefits                                     1,621,065              262,910
 General and administrative                                         2,817,179              479,308
 Cost of real estate sold                                           1,234,700              149,854
 Cost related to expiration of option to acquire real estate          440,320                   --
 Professional fees                                                    611,828              294,819
 Occupancy expense                                                    157,694               18,600
 Amortization of goodwill                                             115,410               18,609
 Depreciation and amortization                                         53,377                8,148
 Property taxes                                                        26,071               16,253
                                                                 ------------         ------------
  Total operating expenses                                         14,785,189            1,957,009
                                                                 ------------         ------------
Operating loss                                                      2,716,953              880,443
                                                                 ------------         ------------
Other expense (income):
 Gain on sale of subsidiary                                        (1,166,872)                  --
 Other income                                                        (242,322)              (1,348)
 Interest expense                                                     826,936              138,906
 Liquidated damages (forgiveness) under convertible notes            (147,438)              81,500
 Other expense                                                             --               55,804
                                                                 ------------         ------------
                                                                     (729,696)             274,862
                                                                 ------------         ------------
Loss before income taxes                                            1,987,257            1,155,305

Income taxes                                                               --                   --
                                                                 ------------         ------------
Net loss                                                         $  1,987,257         $  1,155,305
                                                                 ============         ============

Basic and diluted loss  per common share                         $     (0.12)       $        (0.08)
                                                                 ============         ============

Weighted average common shares outstanding - basic and diluted     16,948,031           14,592,917
                                                                 ============        =============
</TABLE>


          See accompanying notes to consolidated financial statements

                                       21
<PAGE>

                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
              FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND THE PERIOD
         FROM JULY 9, 1999 (PERIOD OF INCEPTION) TO SEPTEMBER 30, 1999
<TABLE>
<CAPTION>

                                                      Common Stock           Additional
                                                ------------------------       Paid-in         Accumulated
                                                  Shares        Amount         Capital            Deficit           Total
                                                ----------    ----------    -------------     -------------    -------------
<S>                                             <C>           <C>              <C>            <C>               <C>
Balance at July 9, 1999 (date of inception)             --    $       --    $          --     $          --     $          --

Issuance of common stock - formation            10,001,000            --       (1,571,840)               --       (1,571,840)

Issuance of common stock - merger with
Lahaina Acquistions, Inc.                        2,966,343            --          182,409                --          182,409

Net loss                                                --            --               --        (1,155,305)      (1,155,305)
                                               -----------    ----------    -------------     -------------    -------------

Balance at September 30, 1999                   12,967,343    $       --    $  (1,389,431)    $  (1,155,305)   $  (2,544,736)

Common stock redemption period expired           1,700,000            --           80,000                --           80,000

Common stock options exercised                   1,062,500            --           17,500                --           17,500

Common stock retired in cashless
exercise of options                                (49,080)           --               --                --               --

Issuance of common stock - purchase of
Paradigm                                           200,000            --          692,859                --          692,859

Common stock issued in settlement of
related party debt                                  43,750            --           62,519                --           62,519

Common stock issued as compensation                 18,750            --           26,794                --           26,794

Common stock exchanged in payment of services           --            --           10,781                --           10,781

Common stock issued - additional consideration
on purchase of Accent Mortgage                      62,500            --          250,000                --          250,000

Common stock warrants issued to pay fees                --            --          132,443                --          132,443

Common stock subscriptions receivable                   --            --        1,000,000                --        1,000,000

Net loss                                                --            --               --        (1,987,257)      (1,987,257)
                                               -----------    ----------    -------------     -------------    -------------

Subtotal                                        16,305,763            --          883,465       (3,142,562)      (2,259,097)

Less subscriptions receivable                     (700,000)           --       (1,000,000)              --        (1,000,000)
                                               -----------    ----------    -------------      -------------   -------------
Total Stockholder's Deficit                     15,305,763    $       --       $ (116,535)     $(3,142,562)    $  (3,259,097)
                                               ===========    ==========    =============      =============   =============
</TABLE>


          See accompanying notes to consolidated financial statements

                                       22
<PAGE>
                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND THE PERIOD
          FROM JULY 9, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
                                                                                  2000                   1999
                                                                               ----------             ----------
<S>                                                                           <C>                   <C>
Cash Flows from Operating Activities:
  Net loss                                                                    $ (1,987,257)         $ (1,155,305)
  Adjustments:
   Depreciation and amortization                                                   168,786                26,748
   Gain on sale of real estate held for development                             (1,824,519)              (88,909)
   Loss on disposal of property and equipment                                        1,164                20,727
   Issuance of common stock for services                                            26,794                96,000
   Income related to restructuring of convertible notes                            147,438                    --
   Valuation adjustment related to note receivable                               1,536,062                    --
   Gain on sale of subsidiary                                                   (1,166,872)                   --
   Gain on sale of foreclosed real estate                                          (40,000)                   --
   Loss on expiration of option to acquire real estate                             440,320                    --
   Interest income accrued on notes related to real estate sales                   (90,000)                   --
   Changes in:
     Restricted cash                                                                77,352               (71,016)
     Restricted certificates of deposit                                            126,249                  (814)
     Due from related party                                                        (57,816)                   --
     Other assets                                                                  203,744              (467,891)
     Accounts payable and accrued expenses                                         498,896             1,108,416
     Accrued interest payable                                                      173,918               103,815
     Deferred revenue                                                             (150,790)              216,500
     Other liabilities                                                              (9,500)                   --
   Proceeds from the sale of real estate held for development                      150,000               238,763
   Purchase of real estate held for development                                         --            (2,186,513)
   Purchase of options to acquire real estate                                           --               (63,674)
   Costs associated with development of real estate                             (1,528,785)             (200,703)
   Increase in amounts due from former shareholders of Accent
     Mortgage Services, Inc. under indemnity                                      (248,616)              (63,106)
   Net increase in amounts due to related parties                                1,136,180                53,523
                                                                              ------------           ------------
Net cash used in operating activities                                           (2,417,252)           (2,433,439)
                                                                              ------------           ------------
Cash Flows from Investing Activities:
   Purchase of property and equipment                                              (14,199)              (87,774)
   Proceeds from sale of property and equipment                                         --                 4,779
   Cash acquired in acquisitions                                                        --               248,245
   Costs associated with the acquisition of Lahaina Acquisitions, Inc.                  --              (152,500)
   Costs associated with the acquisition of Accent Mortgage Services, Inc.              --              (172,500)
                                                                              ------------          ------------
Net cash used in investing activities                                              (14,199)             (159,750)
                                                                              ------------          ------------

Cash Flows from Financing Activities:
   Proceeds from issuance of notes payable                                       3,511,878             2,625,000
   Repayment of notes payable                                                     (840,930)              (16,511)
   Proceeds from the exercise of stock options                                      17,500                    --
                                                                              ------------          ------------
Net cash provided by financing activities                                        2,688,448             2,608,489
                                                                              ------------          ------------

Net increase in cash                                                               256,997                15,300
Cash, at beginning of the period                                                    15,300                    --
                                                                              ------------          ------------

Cash, at end of the period                                                    $    272,297          $     15,300
                                                                              ============          ============
</TABLE>

          See accompanying notes to consolidated financial statements

                                       23
<PAGE>
                   LAHAINA ACQUISITIONS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
              FOR THE YEAR ENDED SEPTEMBER 30, 2000 AND THE PERIOD
           FROM JULY 9, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
                                                                                  2000                   1999
                                                                                ----------           ----------

<S>                                                                             <C>                 <C>
Supplemental disclosure of cash flow information:
    Cash paid during the period for interest                                    $  653,018          $     35,091
                                                                                ============        ============

Supplemental disclosure of non-cash transactions:
  Issuance of common stock related to the purchase of Accent Mortgage
    Services, Inc.                                                              $  250,000          $    348,160
                                                                                ============        ============

  Issuance of common stock related to the purchase of Lahaina
    Acquisitions, Inc.                                                          $        --         $    182,409

                                                                                ============         ============

  Issuance of common stock related to the purchase of real estate from the
    Majority shareholder in conjunction with the formation                      $         --        $ (2,000,000)
                                                                                ============        ============

  Issuance of common stock related to the purchase of various options
    to acquire real estate                                                      $         --        $     80,000
                                                                                ============        ============

  Transfer of foreclosed real estate and loans receivable, respectively,
  to satisfy warehouse line of credit                                           $  450,000          $     80,000
                                                                                ============        ============
  Sale of Beachside Commons I, Inc.
     Real estate held for sale                                                  $   (3,650,000)               --
     Notes payable assumed by purchaser                                         $    1,547,894                --
     Notes receivable                                                           $    2,028,057                --
     Other assets and liabilities assumed by purchaser, net                     $      268,978                --

   Sale of lots
     Gross sales price                                                          $   (3,250,000)               --
     Note to related party assumed by purchaser                                 $    1,306,750                --
     Notes payable assumed by purchaser                                         $    1,343,250                --
     Note receivable                                                            $      600,000                --

   Sale of Tennessee property
     Gross sales price                                                          $   (1,150,000)               --
     Notes receivable                                                           $      900,000                --
     Note payable applied to purchase price                                     $      250,000                --

   Purchase of Paradigm
     Goodwill                                                                   $     (537,801)               --
     Property and equipment                                                     $     (155,058)               --
     Issuance of common stock                                                   $      692,859                --

   Other financing transactions

     Warrants issued in lieu of cash for debt issuance costs                    $     (132,443)               --
     Other assets                                                               $      132,443                --

     Issuance of common stock in settlement of related party debt               $       62,519                --

</TABLE>

        See accompanying notes to consolidated financial statements

                                       24
<PAGE>
                  LAHAINA ACQUISITIONS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2000 AND 1999

NOTE A - MERGERS AND ACQUISITIONS

     On August 23, 1999, Lahaina Acquisitions, Inc. ("Lahaina" or the "Company")
merged with The Accent Group, Inc. ("Accent"),  with such merger being accounted
for as a reverse  acquisition  with  Accent  being the  accounting  acquiror  in
accordance with Staff Accounting  Bulletin No. 97 ("SAB 97") as its stockholders
received the largest portion of the voting rights in the combined  company.  For
accounting  purposes,  Accent  issued  2,966,343  shares  in  exchange  for  the
outstanding  2,966,343 shares of Lahaina.  Such shares were valued at $1,008,557
($.34 per share) based upon an independent  appraisal of Accent's  common stock.
Additionally,  the Company incurred expenses of $152,500 in conjunction with the
transaction for a total  consideration of $1,161,057 plus liabilities assumed of
$3,347,417. Accent applied the purchase method of accounting to this acquisition
and "pushed down" its basis in the acquired  assets and  liabilities to Lahaina.
The  assignment of fair values to assets  acquired and  liabilities  assumed for
Lahaina is  preliminary  and  subject to  revision  based on the  resolution  of
certain  pre-acquisition   contingencies.   The  purchase  price  was  allocated
principally to the real estate held for sale in the amount of $3,650,000,  which
represents  its  expected  net  realizable  value  at the date of  purchase.  In
addition,  an allocation was made to cash and other assets items of $32,326. The
remaining  amount  available for  allocation of $826,148  represents  the excess
purchase price attributable to the public shell company acquired and, therefore,
was offset  against  additional  paid-in  capital in the course of recording the
purchase  accounting for Lahaina.  Values assigned to the assets and liabilities
of Lahaina are as follows:

                  Cash and cash equivalents      $       8,326
                  Real estate held for sale          3,650,000
                  Other assets                          24,000
                  Notes payable                     (2,825,000)
                  Other liabilities                   (522,417)
                                                  -------------
                                                 $     334,909
                                                  =============

     Accent was  formed on July 9, 1999  through a series of  transactions  (the
"Formation Transactions") as follows:

o The majority  stockholder and his family  contributed land and options to
acquire land to Accent and Accent assumed $2,700,000 in related notes payable in
exchange for  8,525,000  shares of common  stock.  Due to common  ownership  and
control,  the  contributed  land and  options  were  recorded  by  Accent at the
majority  stockholder  and his  family's  cost basis  ($700,000).  Of the shares
issued to the majority  stockholder,  1,200,000  shares are contingent  upon the
majority  stockholder  delivering options to acquire three family  entertainment
centers  located in Roswell,  Georgia;  Cocoa  Beach,  Florida;  and  Pensacola,
Florida  (collectively  the  "Family  Facilities").  In the event  the  majority
stockholder fails to make available for acquisition by Accent any one or more of
the Family Facilities for a total consideration (including the assumption of all
debts) not in excess of $1 million by July 9,  2000,  the  majority  stockholder
will forfeit and convey to Accent: (i) 60% of the contingent shares in the event
the Roswell  facility is not made  available  for  acquisition,  (ii) 35% of the
contingent  shares in the event the Cocoa Beach  facility is not made  available
for  acquisition,  (iii) 5% of the contingent  shares in the event the Pensacola
facility is not made  available  for  acquisition.  If the majority  stockholder
makes any one or more of the Family  Facilities  available for acquisition for a
cost in excess of $1 million  and fails to  contribute  to the capital of Accent
cash or  other  consideration  equal  to the  amount  of such  excess,  then the
majority  stockholder  shall  forfeit  and  convey to Accent a  fraction  of the
1,200,000 shares  calculated as the  consideration  paid in excess of $1 million
divided by $1 million.  At September 30, 1999,  the  1,200,000  shares of common
stock were  recorded as redeemable  common stock as it was  redeemable by Accent
for  conditions  outlined  above,  which were not solely  within the  control of
Accent.  As of the date of this report,  the majority  shareholder has delivered
the options to acquire the Family Facilities  thereby satisfying the requirement
for release of the 1,200,000 common shares.

                                       25
<PAGE>
o Accent  acquired Accent Mortgage  Services,  Inc.  ("AMSI") for 3,626,000
shares of its common stock, plus the assumption of certain  outstanding debt and
other liabilities.  The stock was valued at $580,160,  or $0.16 per share, based
on an independent appraisal of Accent's stock at the date of formation.  For the
purposes  of  securing  certain  of AMSI  shareholders'  performance  under  the
obligations imposed under the purchase  agreement,  certain of AMSI shareholders
pledged  1,450,000  shares of Accent's  common stock.  At September 30, 1999 the
1,450,000 shares of common stock was recorded as redeemable common stock and was
redeemable by Accent for conditions  which were not solely within the control of
Accent.  If AMSI either (i) during the one year period ending July 9, 2000 fails
to produce  $500,000 or more of total pre-tax income  including an allocation of
Accent's  overhead or (ii) during the two year period ending July 9, 2001, fails
to produce $1.5 million or more of total pre-tax income  including an allocation
of Accent's overhead, then certain of AMSI shareholders shall forfeit 500,000 of
the 1,450,000 shares. In June 2000, the Company deemed the performance  criteria
had been waived and the shares were  therefore  released.  The 500,000  released
shares were  subsequently  pledged by the AMSI shareholders as collateral on the
Company's  note  receivable  related  to the sale of  Beachside  Commons I, Inc.
("Beachside Commons") (Note E). The remaining 950,000 pledged shares are pledged
to secure obligations  against an indemnity provided to Accent by certain of the
AMSI  shareholders.  These shares will remain  pledged until Accent is satisfied
that all  obligations  of  certain  of the AMSI  shareholders  have  been  fully
satisfied.  At July 9, 1999, the former AMSI  shareholders  owed Accent $257,423
under the  indemnity,  which has been recorded as a reduction of the  redeemable
common stock. In addition, such shareholders assumed from AMSI the obligation to
repay  certain  notes  payable  to banks in the amount of  $247,821;  such notes
continue to be  collateralized  by $125,435 of  certificates of deposit owned by
AMSI.  Accent applied the purchase method of accounting to this  acquisition and
"pushed down" its basis in the acquired  assets and liabilities to AMSI. The net
purchase  price  consisted of common  stock valued at $580,160 and  professional
costs associated with the acquisition of $172,500, net of $257,423 due under the
indemnity from the former AMSI  shareholders.  Values assigned to the assets and
liabilities of AMSI are as follows:

             Cash                                                $    246,255
             Certificates of deposit                                  125,435
             Loans receivable                                         531,692
             Foreclosed real estate                                   593,960
             Goodwill                                               1,171,651
             Other assets                                              33,666
             Due to related parties and stockholders, net            (135,477)
             Note payable - warehouse line                         (1,132,442)
             Note payable - stage funding line                       (528,891)
             Other liabilities                                       (410,612)
                                                                  ------------
                                                                 $    495,237
                                                                  ============

     The Company revised its  allocation  during the period ended  September
30, 1999 of fair value to assets acquired and liabilities  assumed. As a result,
the Company recorded a reduction in both goodwill and due to related parties
and stockholders of $250,000.

     As a result of the  merger,  the  historical  financial  statements  of the
Company for the period prior to August 23,1999 are the  consolidated  financial
statements of Accent from its date of inception, July 9, 1999. The operations of
the acquired companies have been included in the Company's financial  statements
from the date of acquisition.

     In March 2000, the Company  completed the  acquisition of certain assets of
Paradigm  Mortgage  Associates,  Inc.  ("Paradigm") for 500,000 shares of common
stock of Lahaina. Paradigm had a co-operative branch network of mortgage brokers
and the Company  offered many of these the  opportunity  to become  co-operative
branches with the Company. Paradigm guaranteed that the branch operations moving
to the Company from Paradigm would maintain  minimum monthly volumes of mortgage
loan  originations,  with 300,000 shares subject to a claw back provision if the
minimum volumes are not met. The volume guarantees have not been achieved in any
of the months  subsequent to the transaction and the claw back provisions  begin
to apply in October,  2000.  The purchase  price was based on the 200,000 common
shares issued and allocated as shown below:

             Goodwill                                            $    537,801
             Property and equipment                                   155,058
                                                                 ------------
                                                                 $    692,859
                                                                  ============
                                       26
<PAGE>
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

     Lahaina  Acquisitions,  Inc. and subsidiaries is a multi-state  provider of
mortgage  brokerage  services to consumers and also operates a multi-state  real
estate development organization.  The Company's operations consist of a mortgage
brokerage  division  ("Accent  Mortgage  Services,  Inc." or "AMSI")  and a real
estate  development  division  ("Accent Real Estate Group" or "ARG").  AMSI is a
residential mortgage broker,  providing mortgage brokerage services to consumers
through several  traditional  branch offices  located  primarily in the Atlanta,
Georgia  metropolitan  area.  During the year ended  September  30,  2000,  AMSI
reviewed the  productivity of its  approximately  200 mortgage  brokerage branch
operations.  As a result of this review it  eliminated  branches  which were not
meeting  volume  expectations  and as of the date of this report has reduced its
branches  to  approximately  66  operations.  ARG is a  multi-state  real estate
development  organization engaged in the acquisition,  development and sale of a
wide variety of real estate projects.

Principles of Consolidation

     The consolidated  financial  statements of the Company include the accounts
of its wholly owned  subsidiaries.  All  intercompany  transactions and balances
have been eliminated in consolidation.

Basis of Presentation and Use of Estimates

     The  consolidated  balance  sheet have been  prepared  in  conformity  with
generally  accepted  accounting   principles.   In  preparing  the  consolidated
financial  statements,  management is required to make estimates and assumptions
that affect the reported amounts and disclosures in the  consolidated  financial
statements. Actual results could differ significantly from those estimates.

Revenue Recognition

     AMSI's revenues are primarily derived from fee income from the brokerage of
residential  mortgage  loans,  and such revenues are  recognized at the time the
mortgage loan closes. The Company does not take title to any loans originated by
its  branch  offices,  and  fees  are  earned  at the  time of  closing  and are
non-refundable.  ARG owns  parcels of land that it intends to develop  and sell.
Sales of lots are  recognized  when the required  down  payments  are  received,
continuing investment and continuing  involvement criteria are met, and title is
conveyed to the buyer.

     Sales of real estate  generally  are  accounted  for under the full accrual
method.  Under that method,  gain is recognized when the  collectability  of the
sales price is reasonably  assured and the earnings process is complete.  When a
sale does not meet the  requirements  for income  recognition,  gain is deferred
until those  requirements  are met.  Some sales of real estate are accounted for
under the cost recovery method. Under that method, the gain on sale is generally
deferred  until the total  payments by the buyer exceed the cost of the property
sold.  However,  a portion of the deferred  gain is  recognized as income to the
extent that the deferred  gain exceeds the note  receivable  from the buyer plus
the maximum contingent liability to the Company for other debt on the property.

Restricted Certificates of Deposit

     As  an   accommodation  to  the  financial   institution   holding  certain
indebtedness of the former AMSI shareholders,  the Company,  as of September 30,
1999, pledged  certificates of deposit to secure such indebtedness.  The Company
was released from any obligations  pertaining to the this indebtedness,  through
an indemnity agreement executed by the former AMSI shareholders. During the year
ended  September  30,  2000,  the former AMSI  shareholders  defaulted  on their
obligation to the financial  institution and the  certificates of deposit in the
approximate  amount of $126,000 were recovered by the financial  institution and
the Company  increased its  receivable  from the AMSI  shareholders  by the same
amount.

                                       27
<PAGE>

Financial Instruments

     The  provisions  of Statement  of  Accounting  Standards  ("SFAS") No. 107,
Disclosure About Fair Value of Financial Instruments, requires the disclosure of
fair value information about both on and off balance sheet financial instruments
where it is  practicable  to estimate  such values.  At  September  30, 1999 for
certain  instruments  that  are  short-term  in  nature,  such as cash  and cash
equivalents and due to related parties,  carrying values  approximate fair value
due to the short-term maturities of the instruments.  The carrying value of debt
approximates  fair value because interest rates applicable to the Company's debt
approximates  market  interest  rates. At September 30, 2000 management does not
believe that it is  practicable  to  determine  the fair value of amounts due to
related parties and other debt including  accrued interest because of the nature
of the obligations and the financial condition of the Company.
Mortgage Loans Held for Sale

     Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of cost or  estimated  market value in the  aggregate.  Net
unrealized  losses are  recognized  through a valuation  allowance by charges to
income(See Note D).

Concentration of Credit Risk

     The Company is subject to  concentration of credit risk with respect to the
portfolio  mortgages  receivable  as changes in the economic  environment  might
adversely  impact the borrowers  ability or willingness to repay such mortgages.
Additionally,  the value of such  mortgages can be impacted by  fluctuations  in
interest rates and the credit markets.  The concentration related to accounts
receivable and collateral are discussed in Note E.

Real Estate Held for Sale

     At September 30, 1999 the Beachside  Commons  shopping center is classified
as held for sale under SFAS 121.  When an asset is  identified  by management as
held for sale, the Company discontinues depreciating the asset and estimates the
fair value of such asset.  If in  management's  opinion the net realizable  fair
value of the asset  that has been  identified  as held for sale is less than the
net book value of the asset, a reserve for losses is  etablished.  Fair value is
determined based upon current estimated sales proceeds from a pending offer.

Asset Impairment

     The Company has adopted SFAS No. 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of". This statement
requires that long-lived assets and certain identifiable intangibles be reviewed
for impairment  whenever  events or changes in  circumstances  indicate that the
carrying amount of an asset may not be recoverable.  Recoverability of assets to
be held and used is measured by a comparison  of carrying  amount of an asset to
future net cash flows expected to be generated by the asset.  If such assets are
considered  to be impaired,  the  impairment to be recognized is measured by the
amount by which the carrying amount exceeds the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying amount or fair value
less costs to sell.

Property and Equipment

     Property and equipment are carried at cost.  Depreciation is computed using
the  straight-line  method  over  the  estimated  useful  lives  of the  assets.

Foreclosed Real Estate

     Foreclosed  real estate is reported at the lower of cost or fair value less
estimated  disposal  costs,  determined  on the  basis  of  current  appraisals,
comparable  sales,  and  other  estimates  of value  obtained  principally  from
independent sources.

Goodwill

     Goodwill  represents  the  excess of cost over the net  assets of  acquired
businesses and is amortized using the  straight-line  method over ten to fifteen
years.  Amortization  expense  on  goodwill  was  $115,410  for the  year  ended
September  30,  2000 and  $18,609  for the  period  from July 9,  1999  (date of
inception)  to  September  30, 1999.

                                       28
<PAGE>

     During the year ended September 30, 2000, the Company recorded  $250,000 in
goodwill to account for the Company's common shares as additional  consideration
for the acquisition of Accent Mortgage during the year ended September 30, 1999.

Deferred Revenue

     During the year ended  September  30,  1999,  at the time that the  Company
executed an  agreement to license a new branch,  the new branch  agreed to pay a
set-up fee to the Company. A portion of the set-up fee was received upon receipt
of the executed  branch  agreement,  with the  remainder of the set-up fee being
paid to the Company as the branch closes mortgage loans. Therefore,  the portion
of set-up  fee  revenues  not  received  at the time the  branch  agreement  was
executed was deferred until it was paid by the branch to the Company through its
loan  closings.  During the year ended  September  30,  2000,  the  practice  of
charging a set-up fee was discontinued.

Loss Per Common Share

     Basic loss per common  share is computed  based on net loss  divided by the
weighted  average number of common shares  outstanding.  Diluted loss per common
share is computed  based on net loss divided by the weighted  average  number of
common and  potential  common  shares.  Common share  equivalents  include those
related to stock options,  convertible notes, and warrants; however, such common
share  equivalents are  antidilutive  and therefore are excluded for purposes of
calculating dilutive loss per common share.

Stock Option Plan

     The Company accounts for its stock option and employee stock purchase plans
in accordance with Accounting  Principles Board Opinion No. 25,  "Accounting For
Stock Issued to Employees"  ("APB 25"). In accordance  with APB 25,  because the
exercise  price of the Company's  stock  options  equals the market value of the
underlying  stock on the date of the grant,  no  compensation  expense  has been
recognized.  The Company has adopted the disclosure  only provisions of SFAS No.
123,  "Accounting  for  Stock-Based  Compensation".  Note H to the  consolidated
financial statements contains a summary of the pro forma effects to reported net
loss and net loss per share for the year ended September 30, 2000 and the period
from July 9, 1999 (date of  inception)  to September  30, 1999 as if the Company
had  elected  to  recognize  compensation  cost  based on the fair  value of the
options granted as prescribed by SFAS No. 123.

Income Taxes

     The Company has adopted the  provisions  of SFAS No. 109,  "Accounting  for
Income  Taxes".  SFAS 109 is an asset and  liability  approach that requires the
recognition of deferred tax assets and  liabilities  for the expected future tax
consequences  of events that have been  recognized  in the  Company's  financial
statements or tax returns.  In estimating future tax consequences,  SFAS No. 109
generally  considers all expected  future events other than proposed  changes in
the tax law or rates.
New Accounting Standards

     In June 1998, the Financial Accounting Standards Board ("FASB") issued 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,  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.  SFAS No. 133 will be  effective  for the  Company's  first  quarter of
fiscal  2001.  The  company  does not  believe  the  statement  will  affect its
financial statements.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting  bulletin No. 101 ("SAB  101").  SAB 101  provides  clarification  in
applying  generally  accepted  accounting  principles to revenue  recognition in
financial statements.  Management does not anticipate that the implementation of
SAB 101 will have a material effect on the Company's financial statements.

                                       29
<PAGE>
NOTE C - RELATED PARTIES TRANSACTIONS AND SUBSEQUENT EVENTS

     Several related  entities and individuals have been parties to transactions
with the Company during the course of the year. L. Scott  Demerau,  Chairman and
CEO of the Company,  Betty Sullivan,  COO of the Company,  LJ Entertainment LLC,
Kingdom  Generals  LLC,  Judy  Demerau,  (the  mother of L. Scott  Demerau and a
principal in LJ Entertainment and Kingdom  Generals,  LLC) and Accent Associates
LLC, owned by Charles  Demerau, the brother of L. Scott Demerau,  provided short
term  funding for the Company.  Advances by the parties are interest  bearing at
rates from 8.25% to 9.00%.  At  September  30, 2000,  the  balances  owed are as
follows:
                L. Scott Demerau                $7,382
                Betty Sullivan                   4,371
                LJ Entertainment LLC            71,720
                Kingdom Generals LLC            39,307
                Judy Demerau                    86,476
                Accent Associates LLC        2,032,411
                Steve Cunningham                 8,602
                Osprey Investments               5,000

     In December 1999, Accent Associates LLC acquired two convertible notes held
by an unrelated party. At September 30, 2000, the outstanding  balances on these
convertible notes totaled $958,600.  The notes bear interest at rates from 8.25%
to 9%.

     During fiscal 2000, Accent Associates  transferred shares of Lahaina common
stock it owned to an employee of the Company in payment of Company  obligations.
The transaction had a value of $10,781 based on the market price of the stock at
the date of transfer.

     In September  2000,  Kingdom  Generals LLC  purchased two lots in Swiss Air
Estates  from  the  Company  for  total consideration of  $800,000,  which
represented  the fair  market  value of the lots.  The  transaction  involved no
seller  financing  and no continuing  interest or obligation of the seller.

     On December 29,  2000,  the Company  acquired the personal  residence of L.
Scott Demerau, Chairman and CEO for approximately $8,000,000. The price paid for
the property was based upon an  independent  appraisal.  The Board of Directors,
including four (4) outside Directors,  unanimously approved the transaction. Mr.
Demerau  abstained  from the vote.  Payment  consisted  of the  assumption  of a
$2,500,000  first  mortgage  on the  property,  the  issuance of  $1,650,000  of
preferred stock to Mr. Demerau, the transfer of the Beachside note receivable at
an assigned value of $2,450,000 to Mr. Demerau,  the  cancellation of $1,000,000
of notes  receivable  for the  exercise  of 700,000  stock  options  held by Mr.
Demerau,  Betty Sullivan,  Judy Demerau, and a promissory note to Mr. Demerau in
the amount of $385,000. This transaction was reported by the Company in its Form
8-K filed on January 5, 2001.

     During fiscal 2000, the Company granted options to related parties to
purchase 1,650,000 shares of the Company's common stock at prices ranging from
$1.20 to $1.42 per share.  These options expire in June 2005.

     During fiscal 1999, the Company granted options to related parties to
purchase 150,000 shares of the Company's common stock at a price of $.35 per
share.  These options were exercised during fiscal 2000.

NOTE D - MORTGAGE LOANS HELD FOR SALE - NET

     Mortgage  loans held for sale at  September  30, 2000 and 1999 consist of a
pool of  non-performing  loans in the amount of $845,941 that were  purchased by
AMSI in July and August 1998 from SGE Mortgage  Funding  Corporation and related
parties ("SGE"). Many of these loans that were acquired were also sold by SGE to
other  institutions,  thereby  putting the  ownership  of the loans in question.
Management  believes  that the  collection  of these  amounts  is  unlikely  and
therefore a valuation  allowance of $843,869 and $839,973 at September  30, 2000
and 1999,  respectively,  representing  AMSI's investment,  was recorded against
these  loans.  The  Company has also  discontinued  accrual of interest on these
loans.  A summary of activity in the valuation  reserve for the period from July
9, 1999 (date of inception) to September 30, 2000 is as follows:

   Balance at July 9, 1999 (date of inception)               $        --
   Reserve acquired in conjunction with purchase of Accent
      Mortgage Services, Inc.                                    845,591
   Recoveries                                                     (1,722)
                                                             -----------
   Balance at September 30, 1999                             $   843,869
   Recoveries                                                     (3,896)
                                                             -----------
   Balance at September 30, 2000                             $   839,973
                                                             ===========
                                       30
<PAGE>
NOTE E - NOTES RECEIVABLE

     Notes  receivable  as of  September  30,  2000  consisted  of an  amount of
$1,553,938  due from the purchaser of Beachside  Commons.  The face value of the
note is $3,000,000  plus related accrued  interest of $90,000.  At September 30,
2000,  the note has been  discounted  by  $1,536,062 to reflect the value of the
collateral for the note which consists of 675,000 shares of the Company's common
stock  which are owned by the  purchaser  and  500,000  shares of the  Company's
common stock pledged by a former AMSI shareholder.  The 1,175,000 shares are the
only collateral securing the note.

     A note  receivable  in the amount of $900,000 is due from the  purchaser of
certain undeveloped  property located in Tennessee,  which was sold in 2000. The
property  sold for  $1,150,000,  with a  $250,000  down  payment  consisting  of
existing notes payable forgiven by the note holders being paid in cash. The note
is collateralized by 325,000 shares of the Company's common stock pledged by the
purchaser.  The promissory note calls for monthly interest only payments through
June 30, 2000 and thereafter  monthly principal and interest payments of $38,000
through  September 30, 2002.  As of September 30, 2000,  the note holder had not
made any  principal or interest  payments and the note was in default.  Based on
the  uncertainty of the  collectability  of the promissory note because the down
payment by the buyer was less than the Company's  basis in the land, the gain on
the sale of $890,781  which had been  recognized in the Company's  first quarter
ended  December 31, 1999,  has now been  deferred and is netted with the related
note receivable.

Reconciliation of notes receivable at September 30, 2000

<TABLE>
<CAPTION>                              Note             Deferred       Valuation      Notes Rec-
                                   Receivable            Gain         Allowance       eivable,Net
                                  -------------     -------------    -------------    -------------
<S>                              <C>               <C>              <C>              <C>

Beachside Commons                 $   3,090,000     $          --    $   1,536,062    $   1,553,938

Tennessee property                      900,000           890,781               --            9,219

Swiss Air                               600,000           600,000               --               --
                                  -------------     -------------    -------------    -------------
Totals                            $   4,590,000     $   1,490,781    $   1,536,062    $   1,563,157
                                  =============     =============    =============    =============
</TABLE>

NOTE F - REAL ESTATE HELD FOR DEVELOPMENT

     Real estate held for development at September 30, 2000 and 1999 consists of
the following:

                                                      2000           1999
                                                  ----------      ----------
         Land held for development                $2,282,545      $3,016,660
         Cost to develop land                        856,593         200,703
                                                  ----------      ----------
                                                  $3,139,138      $3,217,363
                                                  ==========      ==========

Income related to sale of real estate held for development

<TABLE>
<CAPTION>                                                                                 Cost of
                                      Sales            Deferred           Net              Real
                                      Price            Revenue          Revenue         Estate Sold
                                  -------------     -------------    -------------     -------------
<S>                              <C>               <C>              <C>               <C>

Tennessee property                $   1,150,000     $     890,781    $     259,219     $     259,219

Swiss Air                             3,400,000           600,000        2,800,000           975,481
                                  -------------     -------------    -------------     -------------
Totals                            $   4,550,000     $   1,490,781    $   3,059,219     $   1,234,700
                                  =============     =============    =============     =============
</TABLE>


                                       31
<PAGE>
NOTE G - OPTIONS TO ACQUIRE REAL ESTATE AND OTHER SUBSEQUENT EVENTS

     In the period ended  September 30, 1999, the Company  acquired an option to
purchase  certain  real estate  located in Tennessee  for 100,000  shares of its
common  stock.  The  Company  recorded  the option at $16,000 or $0.16 per share
based on an  independent  appraisal of the fair value of the Company's  stock at
the date of formation. The Company purchased the Tennessee real estate in August
1999 for $240,000 paying $40,000 in cash and a note for $200,000 payable in five
annual  installments of $40,000  beginning August 2000. The Company defaulted on
the August  2000 note  payment  and in January  2001 there was an attempt by the
seller to foreclose on the property.  The Company was  successful in staying the
foreclosure action and is negotiating with the seller to change the terms of the
note.

     This property was subsequently sold on December 30, 1999, to a third
party for consideration  totaling  $1,150,000.  The  consideration  consisted of
$200,000 in existing  notes  payable  forgiven by the holders and a a promissory
note made payable to the Company in the amount of $900,000.  The note is secured
by a second lien position on the property being developed (releases of which are
subject to cash payments of principal), a guaranty made by a third party related
to the issuer of the note,  as well as by a pledge of 225,000  shares of Lahaina
common  stock.  The  promissory  note calls for monthly  interest  only payments
through June 30, 2000, and thereafter monthly principal and interest payments of
$38,000  through  September 30, 2002. As of September 30, 2000,  the note holder
had not made any  principal  or  interest  payments  and the note is in default.
Based on the uncertainty of the  collectability  of the promissory note and that
the down payment by the buyer was less than the Company's basis in the land, the
gain on the sale of $890,781  which had been  recognized in the Company's  first
quarter ended December 31, 1999, has now been deferred.

     In July 1999,  the  Company  acquired an option to  purchase  certain  real
estate  located in Georgia for 400,000  shares of its common stock.  The Company
recorded  the option at  $64,000,  or $0.16 per share,  based on an  independent
appraisal of the fair value of the Company's stock at the date of formation.  As
of September 30, 1999,  the Company had  exercised  this option and recorded its
value as part of the basis in the real estate acquired.

     The  Company  has  made  cash  payments  totaling   approximately  $440,000
associated  with an option  to  acquire a parcel  of land  located  in  Cumming,
Georgia.  Such  payments  include  payment of interest on existing  indebtedness
associated  with the parcel of land,  fees to renew the option and architect and
engineering  costs relating to a potential  project including the land. Prior to
September  30,  2000,  the  Company's  option  to  purchase  the  land  expired.
Accordingly  the $440,000 was expensed.  Subsequent  to September 30, 2000,  the
Company re-established its option rights.

     The options to acquire real estate do not contain any  features  other than
those  providing the Company the ability to acquire the specific real estate for
a negotiated  price. The Company has accounted for the options at cost.


NOTE H - PROPERTY AND EQUIPMENT

     Property  and  equipment  at  September  30, 2000 and 1999  consists of the
following:
                                                   2000             1999
                                                 ---------        ---------
     Furniture and fixtures                      $ 45,820         $ 45,140
     Computers and equipment                       61,420           49,294
                                                 ---------         --------
     Property and equipment, at cost              155,058           94,434
     Less accumulated depreciation                 60,480            7,333
                                                ----------        ---------
     Property and equipment, net                $ 201,818         $ 87,101
                                                ==========        =========

     Depreciation  expense for property and  equipment  was $53,377 for the year
ended  September  30,  2000 and $7,333 for the period from July 9, 1999 (date of
inception) to September 30, 1999.

                                       32
<PAGE>

NOTE I - NOTES PAYABLE

     The Company has the following notes payable at September 30, 2000 and 1999:
<TABLE>
                                                                         2000                 1999
                                                                      ----------           ----------
<S>                                                                  <C>                  <C>
Real estate indebtedness:

Note payable secured by certain parcels of land held for
development, due September 1, 2002.  Interest only is payable
monthly at a rate of 9.5%.                                            $2,760,723           $2,085,595

Note payable secured by first mortgage on Beachside Commons, due
December 1, 2001.  Interest only is payable monthly at a
rate of 13%.                                                                  --            1,547,894

Note payable secured by certain parcels of land held for
development, due March 23, 2000.  Interest only is payable
quarterly at a rate of 8.25%.                                                 --              992,500

Note payable secured by certain parcels of land held for
development, due March 20, 2002.  Interest only is payable
quarterly at a rate of 8.25%.                                                 --              456,443

Note payable secured by certain parcels of land held for
development, due June 1, 2000.  Interest only is payable
quarterly at a rate of 8.25%.                                                 --              400,000

Note payable secured by certain parcels of land held for
development, due March 1, 2000.  Interest only is payable
quarterly at a rate equal to prime plus 75 basis points (9% at
September 30, 1999).                                                          --              255,000

Note payable secured by certain parcels of land held for
development, due June 7, 2000.  Note is non-interest bearing.            550,000

Note payable secured by first deed of trust on land sold in
Tennessee. Annual payments of $40,000 including interest, are
due beginning August 10, 2000 through August 2005. Interest is
payable at a rate of 8.25%.                                              200,000              200,000
                                                                    ------------         ------------
Total real estate indebtedness                                         3,510,723            5,937,432
                                                                    ------------         ------------
General corporate indebtedness:

9% Convertible Note, secured by a second mortgage on certain
parcels of real estate, due January 31, 2001.  Interest only payable
in quarterly arrears.                                                         --              775,000

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

Various unsecured notes payable, with interest rates at 9% and
10%, due from January 31, 2000 to March 14, 2000.                             --              525,000

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

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

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

                                       33
<PAGE>

Note payable secured by certain parcels of real estate, due
April 8, 2000 . Interest only is payable monthly at a rate of 15%.       161,750                   --

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


Insurance premium note. Interest at  11.5%, with monthly
payments of $14,950, through Januay 2001.                                                      58,780
                                                                    ------------         ------------
Total general corporate indebtedness                                   2,070,530            1,800,000
                                                                    ------------         ------------
     Total notes payable                                              $5,581,253           $7,737,432
                                                                    ============         ============
Due to related parties and stockholders:

Note payable to related party secured by certain parcels of land
for development, due July 1, 2000.  Interest only is payable
quarterly at a rate of 8.25%.                                        $    39,307          $   596,057

Unsecured note payable to the majority shareholder, with no
stated interest rate, due on demand.  Interest is accrued at
10.25% per annum.                                                          7,382               15,000

9% Convertible Note, secured by a second mortgage on certain
parcels of real estate, due January 31, 2001. Interest only
payable quarterly in arrears.                                            459,586                   --

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

Unsecured note payable to a related party, due December 31,
2000. Interest only payable at maturity at a rate of 9% per annum.     1,072,825                   --

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

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.      4,371                   --

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.     86,476                   --

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.      8,602                   --

Unsecured note payable to a related party, with no stated
interest rate, due on demand. Interest is accrued at 8.25% per annum.      5,000                   --
                                                                    ------------          ------------
     Total due to related parties and stockholders                   $ 2,255,269           $   611,057
                                                                    ============          ============
</TABLE>

     Scheduled  maturities  of the  Company's  notes  payable and amounts due to
related parties and stockholders at September 30, 2000 are as follows:

         Year Ending September 30,
         ------------------------
                    2001                                     $4,915,799
                    2002                                      2,800,723
                    2003                                         40,000
                    2004                                         40,000
                    2005                                         40,000
                                                            -----------
                    Total                                    $7,836,522
                                                            ===========

                                       34
<PAGE>

Conversion Provisions on the Convertible Notes

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

     The terms of the convertible notes issued by the Company to related parties
and  stockholders  state  that the notes may be  converted  by the holder at any
time, and contain certain other conversion provisions.  The $459,586 convertible
note is  convertible  into common  stock of the Company at a  conversion  prices
ranging from $0.875 to $0.940 per share (or approximately  855,714 shares).  The
$500,000  convertible  note is convertible into common stock of the Company at a
conversion price of $3.50 per share (or approximately 142,857 shares).

     At  September  30,  1999 the  Company was not in  compliance  with  certain
provisions of the convertible notes and their related agreements,  and as result
the notes are  callable  by the  holder.  The events of default  are  failure to
maintain an effective  registration  statement for the conversion shares on Form
S-1 because of the aging of the  financial  information  included  therein,  and
failure to pay interest on the notes in either cash or common shares in a timely
fashio.  The holder of the notes has  provided  an  extended  cure  period  with
respect to certain events of default. There is no caash flow impact with respect
to curing  the  events of default  as the cure can be  achieved  by issuing  and
delivering  shares of the Company's common stock. The Company recorded  expenses
associated with potential  liquidated  damages of $81,500 during the period.  At
September 30, 1999 the Comapny has provided  reserves  totaling $200,783 for the
potential  liquidated  damages that might result from it not being in compliance
with those  provisions.  Such  potential  liquidated  damages  may be  satisfied
through issuance and delivery of common stock of the Company.

Warehouse Line of Credit

     At September  30, 2000 and 1999,  the Company had $642,442 and  $1,132,442,
respectively,  outstanding  under a  $2,000,000  warehouse  line of credit.  The
warehouse  line of credit had  previously  been used to fund mortgage loans that
ultimately  would be sold to third  parties.  The  warehouse  line of  credit is
secured by the underlying  mortgages originated using proceeds from draws on the
warehouse  line.  The  warehouse  line was  suspended  as of July 9, 1999 due to
violation  of certain  debt  covenants  and failure to  repurchase  or otherwise
remove  aged  loans  pursuant  to the line of credit  agreement.  The lender has
agreed to accept certain  foreclosed  properties in partial  satisfaction of the
line of credit. The lender has also agreed to allow the Company to make interest
only payments on the remaining  principal  amount while the underlying loans are
in receivership (see Note K).

 NOTE J - STOCK OPTIONS

     The Company has adopted the 1999 Stock  Option Plan of Accent which is open
to participation of all directors,  employees and key consultants to the Company
or any subsidiary or affiliate of the Company.  Under the terms of the plan, not
more than  4,200,000  shares of the Company are available to be optioned and not
more than 500,000 shares of the Company may be subject to options granted to any
one  individual in the aggregate in any one fiscal year of the Company.  Options
are granted at not less than the fair market  value of the  underlying  stock at
the date of grant and  generally  vest ratably  over  periods  specified in each
individual  option grant. Such options expire five years from the date of grant.
Compensation   expense  will  be  recorded  for  grants  to  non-employees   and
consultants  in  accordance  with SFAS No. 123.  Employee  stock options will be
accounted for under APB 25 using the intrinsic  value  method.  No  compensation
expense was recorded for the employee  options issued during fiscal year 2000 or
the period of July 9, 1999 (date of inception ) to September 30, 1999.

                                 35
<PAGE>

     A summary of the Company's  stock option  activity and related  information
for the year ended  September  30,  2000 and the period of July 9, 1999 (date of
inception) to September 30, 1999 follows:
<TABLE>

                                                                                 Weighted
                                                                                 Average
                                                                Number of        Exercise
                                                                 Options           Price
                                                                ---------       ----------
     <S>                                                        <C>          <C>

       Balance at July 9, 1999 (date of inception)                  -          $     -
            Granted                                              400,000            0.35
            Exercised                                               -                -
            Canceled                                                -                -
                                                                ---------
       Balance at September 30, 1999                             400,000            0.35

            Granted                                            2,170,000            1.46
            Exercised                                         (1,062,500)           1.12
            Canceled                                            (100,000)           0.35
                                                                ---------
       Balance at September 30, 2000                           1,407,500            1.48

       Exercisable at September 30, 1999                         300,000            0.35

       Exercisable at September 30, 2000                         275,458            1.46

       Shares available for grant at September 30, 1999        1,600,000

       Shares available for grant at September 30, 2000        2,837,500
</TABLE>

     The  following  table  summarizes  information  about the  Company's  stock
options  outstanding  and  exercisable  by price range at September 30, 2000:

<TABLE>
        Options Outstanding                      Options Exercisable
   -----------------------------            -----------------------------
                    Weighted-
       Number        Average                              Number
    Outstanding     Remaining           Exercise      Oustanding      Exercise
    at 9/30/00    Contractual Life        Price       at 9/30/00        Price
    -----------   ----------------      --------      ----------      --------
 <S><C>           <C>                   <C>           <C>             <C>
        68,000        4.63 years          $2.50           17,000        $2.50
     1,237,500        4.70 years          $1.42          203,125        $1.42
        50,000        4.81 years          $1.94            5,000        $1.94
        50,000        4.82 years          $1.20           50,000        $1.20

         2,000        4.76 years          $1.87              333        $1.87
    -----------                                       ----------
     1,407,500                                           275,458
    ===========                                       ==========
</TABLE>

     At September 30, 1999, there were 400,000 options outstanding at an
exercise price of $.35 per share and a remaining contractual life of 4.7 years.
Of these options outstanding, 300,000 were vested and had a remaining
contractual life of 4.77 years.

Pro Forma Information

     Pro forma  disclosure  information  regarding  net loss and loss per common
share is required by Statement  123, and has been  determined  as if the Company
had accounted  for its stock options and the Stock  Purchase Plan under the fair
value method of that Statement.

                                       36
<PAGE>
For purposes of pro forma disclosures only, the estimated fair value of the
options is amortized to expense over the options' vesting period. The fair value
for all  options  was  estimated  at the date of grant  using the  Black-Scholes
option valuation model with the following assumptions:

         Expected volatility                            49.0%
         Risk-free interest rate                         6.4%
         Expected life of options                     5 years
         Expected dividend yield                         0.0%

     The  weighted-average  fair value per share of options  granted  during the
year  ended  September  30,  2000 and the  period  from  July 9,  1999  (date of
inception) to September 30, 1999 was $0.05 and $0.16 per share, respectively.
                                                2000                1999
                                              --------            --------
    Net loss
        As reported                          $(1,987,257)        $(1,155,305)
        Pro forma                             (2,094,785)         (1,217,817)

    Basic and diluted loss per common share
        As reported                          $     (0.12)        $     (0.08)
        Pro forma                                  (0.12)              (0.08)


NOTE K - COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS

Leases

     The Company leases office space under an operating lease agreement.  Future
minimum lease payments on this noncancelable operating lease as of September 30,
2000 are as follows:

         Year Ending September 30,
                    2001                                     $  162,820
                    2002                                        167,691
                    2003                                        172,668
                    2004                                        162,669
                                                             ----------
                                                             $  665,848
                                                             ==========

     This lease provides for payment of certain expenses by the Company.  Rental
expense  charged to  operations  was  $157,069  and  $18,600  for the year ended
September  30, 2000 and for the period from July 9, 1999 (date of  inception) to
September 30, 1999, respectively.

Legal Proceedings

     In July and August 1998, AMSI acquired from SGE and related  entities notes
secured primarily by first security interests 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  that 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 has  negotiated a settlement  with Matrix Bank in the amount of
$55,000.  Any losses  would be subject to  indemnification  from the former AMSI
shareholders.

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

     In  addition,  the holder has  brought an action  against  the  Company for
payment  of  $550,000  under the terms of a  convertible  note  executed  by the
Company on January 7, 2000 which the holder claims is in default.  This $550,000
note was secured by a first  priority  deed to secure debt on Lot 4 of the Swiss
Air  Estates  and a second  priority  deed to secure  debt on Lot 8 of Swiss Air
Estates.  The Company has made an offer to the holder to transfer  Lot #4 to the
holder and pay $250,000 in full satisfaction of the note. As of the date of this
report, the holder has not accepted the offer.

                                       37
<PAGE>
     The Company is a party in an action filed by an individual  with whom there
was an agreement involving certain financing activities.  The complaint involves
claims of breach of contract and breach of fiduciary duty. The amount of damages
has not been  specified.  The Company  does not believe the outcome  will have a
material adverse impact on the operating results of the Company.

     The  Company  is  engaged  from time to time in  various  other  litigation
matters in the  ordinary  course of business  including  disputes  with  vendors
concerning past due accounts  payable.  The Company will  vigorously  defend its
positions  and believes the outcome of any  litigation  will not have a material
adverse effect on the Company.

NOTE L - SEGMENT INFORMATION

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

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

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

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

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

     The following sets forth certain financial information  attributable to the
Company's business segments as of September 30, 2000:

<TABLE>
<CAPTION>                            Mortgage        Real Estate
                                    Brokerage        Development       Corporate          Total
                                  -------------     -------------    -------------    -------------
<S>                              <C>               <C>              <C>              <C>

Revenues                          $   9,009,017     $  3,059,219 (1) $         --     $  12,068,236

Operating profit (loss)           $  (1,518,687)    $    926,966     $ (2,125,232)    $  (2,716,953)

Depreciation and amortization     $     144,151     $         --     $     24,636     $     168,787

Identifiable assets               $   3,496,348     $  2,262,572     $  1,724,830     $   7,483,750

Capital expenditures                      -                 -        $     14,199     $      14,199
</TABLE>

        (1) Includes $2,800,000 in sales to Bethel Homes LLC.

     The following sets forth certain financial information  attributable to the
Company's business segments as of September 30, 1999 and for the period from the
date of inception (July 9, 1999) to September 30, 1999:

<TABLE>
<CAPTION>                             Mortgage        Real Estate
                                     Brokerage        Development      Corporate         Total
                                  -------------     -------------    -------------    -------------
<S>                              <C>              <C>               <C>              <C>
Revenues                          $    837,803     $    238,763      $         --     $  1,076,566

Operating loss                    $   (338,812)    $    (22,385)     $   (519,246)    $   (880,443)

Depreciation and amortization     $     21,872     $         --      $      4,876     $     26,748

Identifiable assets               $  5,588,963     $  3,223,697      $    392,766     $  9,205,426

Capital expenditures              $         --     $         --      $     87,774     $     87,774
</TABLE>


                                       38
<PAGE>
NOTE M - STOCKHOLDERS' EQUITY DEFICIT

Preferred Stock, Common Stock, Rights and Warrants

     Associated  with the 8% convertible  notes issued by the Company during the
year ended  September  30,  2000,  warrants  were  issued to the note  holder to
purchase the Company's  common stock at any time up to three years from the date
of original  issuance of the respective note. The warrant price is equal to 110%
of the average closing bid price of the Company's common shares for the five (5)
trading days  immediately  prior to the original  issuance of the note.  Warrant
prices for the $525,000, $500,000 and $475,000 notes are $2.75, $3.77 and $2.03,
respectively.  Exercise of the warrants  would  result in issuance  of,  52,500,
50,000 and 47,500 common shares,  respectively.  At September 30, 2000, warrants
to  acquire  a total of  150,000  shares  of the  Company's  common  stock  were
outstanding.  The weighted  average  exercise  price  relating to these  150,000
warrants is approximately $2.86 per share.

     A summary of the Company's stock warrant  activity and related  information
for the year ended  September 30, 2000 and the period from July 9, 1999 (date of
inception) to September 30, 1999 is as follows:
 <TABLE>

                                                                Number of
                                                                 Warrants
                                                                ---------
     <S>                                                        <C>

       Balance at July 9, 1999 (date of inception)                  -
            Assumed in connection with the aquisition            250,000
            of Lahaina Acquisitions, Inc.
            Exercised                                                -
            Cancelled                                                -
                                                               ---------
       Balance at September 30, 1999                             250,000

            Granted                                              150,000
            Exercised                                               -
            Cancelled
                                                               ---------
       Balance at September 30, 2000                             400,000
                                                               =========
</TABLE>

     In  July  1999,  Accent  issued  600,000  shares  of  common  stock  to two
consulting  firms that aided  Accent in  structuring  the  formation  of Accent.
Accent has recorded the  issuance of the shares as  consulting  expense at $.016
per share. If on or before July 1, 2001 either (i) the common stock of Accent is
not  being  traded  in a public  market  at a  price-to-projected  earnings  (as
determined by the Board of Directors) multiple of at least 15 or (ii) Accent has
not received  capital  contributions  or financings  in connection  with the new
capital stock  issuances and sales  totaling more than $7.5 million  ($1,015,000
being procured by the consulting firms),  then the consulting firms will forfeit
and convey to Accent all of its stock.  The common  stock has been  recorded  as
redeemable  common stock as it is redeemable by Accent for conditions  which are
not solely within the control of Accent.

NOTE N - EMPLOYEE BENEFIT PLANS

     The Company utilizes a third-party  Professional  Employer Organization (or
"PEO") to provide  certain  employee  benefits plans to its employees.  Benefits
available to employees  include  medical,  dental,  life insurance  coverage and
participation in a 401(k) retirement plan. The Company, at its discretion,  will
match employees contributions to the 401(k) plan up to specified levels. For the
period  ended  September  30,  2000 and for the  period  from July 1999 (date of
inception ) to September 30, 1999, no contributions  were made by the Company to
the plan.
                                       39
<PAGE>
NOTE O - INCOME TAXES

     The Company files a consolidated  income tax return with its  subsidiaries.
During the period, the Company did not record a provision for income taxes as it
was in a net loss position and a full valuation  allowance was recorded  against
the related net operating losses.

     Temporary differences that give rise to the deferred tax asset at September
30, 1999 consist  primarily of net operating loss  carryforwards  ($855,532) and
the allowance for loan losses  ($329,109).  Deferred tax assets at September 30,
1999 of  $1,385,642  are offset by a valuation  allowance as the Company has not
demonstrated the sustained profitability necessary to record such asset.

     At September 30, 2000, the effective tax rate varies from the maximum
federal statutory rate as a result of the following items:
                                                             2000
                                                            ------
         Tax benefit computed at the maximum
         federal statutory rate                             (34.0%)
         Effect of valuation allowance on
         deferred tax assets                                 34.0%
                                                           -------
                                                                0%
                                                           =======

     Deferred  income tax assets and the  related  valuation  allowances  result
principally from the potential tax benefits of tax carryforwards.

     The Company has recorded a valuation  allowance to reflect the  uncertainty
of the ultimate utilization of the deferred tax assets as follows:

                                                   2000
                                                ----------
        Deferred tax assets                     2,200,000
        Less: valuation allowance              (2,200,000)
                                                ----------
        Net deferred tax assets                 $      --
                                                ==========

     For financial statement purposes, no tax benefit has been reported in 2000
and 1999 as the Company has experienced losses and the realization of the tax
benefits is uncertain.  Accordingly, a valuation allowance has been established
for the full amount of the tax asset.

     The net change in the deferred tax  valuation  allowance was an increase of
approximately $814,000 for the year ended September 30, 2000.

     Income tax returns for the year ended September 30, 1999 have not been
filed.

NOTE P - LOSS PER COMMON SHARE

     The following  table sets forth the  computation  of basic and diluted loss
per common share:
<TABLE>

                                                               2000             1999
    <S>                                                      <C>          <C>

     Numerator:
           Net loss                                          $ (1,987,257) $ (1,155,305)

     Denominator:
           Denominator for basic loss per share-weighted
           average shares (including outstanding shares of
           redeemable common stock)                             16,948,031   14,592,917


                                                                 2000            1999
     Effect on dilutive  securities:
           Employee  stock  options
           Stock  purchase warrants

              Denominator for diluted loss per share
               adjusted weighted                                16,948,031      14,592,917

         Net loss per share - basic and diluted                $     (0.12) $        (0.08)
</TABLE>
                                       40
<PAGE>

The Company had 1,419,000 and 400,000 stock options and 150,000 and 250,000
stock   purchase   warrants   outstanding   at  September  30,  2000  and  1999,
respectively.   The  effect  of  these   common  stock   equivalents   would  be
anti-dilutive.

NOTE Q - PRIOR PERIOD ADJUSTMENTS

     An error resulting in the understatement of previously reported real estate
held for development and a related note payable in the amount of $200,000 has
been corrected this year.  The September 30, 1999 financial statements have been
restated to correct this error.  There was no effect on previously reported loss
before income taxes and net loss for the year ended September 30, 1999 as a
result of this change.

NOTE R - SIGNIFICANT FOURTH QUARTER ADJUSTMENTS

     Signifcant  adjustments  made in the fourth  quarter for fiscal 2000 are as
follows:
        Defer gain on sale of Tennessee property              $  891,000
        Defer gain on sale of Swiss Air lot                      600,000
        Write down note receivable on Beachside Commons sale     598,000
        Expense costs due to expiration of purchase option       440,000
                                                              ----------
                                                              $2,529,000
                                                              ==========
NOTE S - SUBSEQUENT EVENTS

Acquisition and Purchase of Real Estate

     On December  29, 2000 the Company  acquired  the  personal  residence of L.
Scott Demerau, Chairman, and CEO and President for approximately $8,000,000. The
price paid for the property was based upon an independent  appraisal.  The Board
of Directors,  including four (4) outside  Directors,  unanimously  approved the
transaction.  Mr.  Demerau  abstained  from the vote.  Payment  consisted of the
assumption  of a  $2,500,000  first  mortgage on the  property,  the issuance of
$1,650,000  of preferred  stock to Mr.  Demerau,  the transfer of the  Beachside
Commons note  receivable  at a stated value of $2,450,000  to Mr.  Demerau,  the
cancellation  of $1,000,000  notes  receivable for the exercise of 700,000 stock
options by Mr. Demerau, Betty Sullivan and Judy Demerau and a promissory note to
Mr.  Demerau in the amount of  $385,000.  This  transaction  was reported by the
Company in its Form 8-K filed on January 5, 2001.

Cross Keys Capital

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

United Capital Mortgage Corporation

     Effective  October 1, 2000 the Company  purchased  United Capital  Mortgage
Corporation  ("United  Mortgage"),  a 13-year  old  mortgage  operation.  United
Mortgage,  based in  Denver,  Colorado,  has  mortgage  operations  in New York,
Colorado, Nevada, and Florida.




                                       41
<PAGE>

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table sets forth  certain  information  with respect to the
executive officers and Directors of the Company.



DIRECTORS AND OFFICERS  AGE    POSITION


L. Scott Demerau        40    Chief Executive Officer, President and Director
Robert S. Vail          54     Executive Vice President - Finance
Betty M. Sullivan       50     Executive Vice President - Administration,
                                 Secretary and Director
Bart Siegel             52     Director
Robert E. Altenbach     54     Director
Anthony Mesiti          58     Director
John P. Cappadona       54     Director

     Certain  information  regarding  executive  officers  of the Company can be
found under the heading  "Executive  Officers of the  Company" in Part I of this
Annual  Report  on  Form  10-K.  Information  regarding  non-employee  directors
follows:

     Bart Siegel was elected as a director of the Company  effective  August 23,
1999.  Mr. Siegel holds a B.S. from the Virginia  Commonwealth  University.  Mr.
Siegel  is the  owner  and  President  of Allen  Enterprises,  a  manufacturing,
technology,  product  development and technical  service  industry.  He has also
served as Chief Operations  Officer for Oak Brook  Management,  a management and
operational reporting company for over twenty diverse companies from 1995 to the
present.  Mr.  Siegel also serves as a strategic  partner for the  Institute  of
Financial Management.

     Robert E.  Altenbach  was elected as a director  of the  Company  effective
April 4, 2000. Mr.  Altenbach is a partner in the Atlanta office of the law firm
Kutak Rock. Mr. Altenbach's law practice is primarily in the areas of corporate,
finance  and  securities,  having  represented  a number of public  and  private
service and investment  firms in financings,  work-outs and  restructurings  and
underwriters   that  concentrate  on  private   placements  and  initial  public
offerings. Mr. Altenbach has practiced law in Atlanta since 1972 after receiving
undergraduate and law degrees from the University of Tennessee.

     Anthony Mesiti was elected as a director of the Company effective September
21,  2000.  Mr.  Mesiti is the Chairman  and Chief  Executive  Officer of Mesiti
Development  Corporation,  a large New England homebuilder and is an investor in
New England real estate (upscale shopping centers and apartment complexes).  Mr.
Mesiti founded NCS  Corporation in 1971 and guided its growth to $140 million in
revenue by 1994.  Under his  leadership,  NCS became the largest  U.S.  asbestos
abatement company.

     John P.  Cappadona  was elected as a director of the Company  November  28,
2000.  Mr.  Cappadona  is a Partner in Angel  Investors,  LLC, a  Lexington,  MA
investment  advisor for private  clients.  Mr.  Cappadona  founded Quality Paper
Corporation  in 1979 and as its  President  and CEO  built it into a  successful
company with 70 employees when he sold the company in 1990. Mr.  Cappadona spent
three years as a Director of American Benefits Plus with Pat Robertson.

                                       42
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

     The following tables set forth certain information concerning  compensation
for the  Company's  named  executive  officers for the year ended  September 30,
2000 and the period from July 9, 1999 (date of inception) to September 30, 1999:

<TABLE>

                                                      SUMMARY COMPENSATION TABLE

                                                          ANNUAL COMPENSATION            LONG TERM COMPENSATION
                                                    ----------------------------    --------------------------------
                                                    SALARY         OTHER ANNUAL      STOCK OPTIONS      ALL OTHER
Name and Principal Position         YEAR               $           COMPENSATION           (#)            COMPENSATION
----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>                <C>             <C>                  <C>

L. Scott Demerau President and      2000            120,332            -                625,000              -
   Chief Executive Officer  (1)     1999             41,578            -                   -                 -

Betty M. Sullivan - Executive
   Vice President and Chief         2000             74,856            -                525,000              -
   Operating Officer   (1)          1999             17,324            -                 75,000              -

William A Thurber - Executive
    Vice President,                 2000             66,923            -                   -                 -
    Finance & Treasurer  (2)        1999              6,000            -                   -                 -

Robert S. Vail - Executive          2000             50,000            -                   -                 -
    Vice President and
    Chief Financial Officer  (3)

</TABLE>

1) Annual compensation in 1999 represents salary earned from July 9, 1999 (date
   of inception) through September 30, 1999

2) Mr. Thurber joined the Company on September 15, 1999 and left the Company on
   April 21,2000.The compensation above reflects earnings for those periods.

3) Mr. Vail joined the Company on April 17, 2000.  The  compensation  above
   reflects earnings for that period.

<TABLE>


                                       43
<PAGE>

                              OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------------
                                                                            Potential realizable  value
                                                                            at assumed annual rates of
                                                                             stock price  appreciation
                           Individual grants                                      for option term
-----------------------------------------------------------------------  ---------------------------------
                       Number of           Percent of
                      Securities         total options/
                      underlying          SARS granted    Exercise or
                     Options/SARS         to employees     base price         Expiration     5%       10%
       Name           Granted (#)        in fiscal year    ($/Share)           date          ($)      ($)
-----------------------------------------------------------------------------------------------------------
<S>                    <C>               <C>              <C>              <C>             <C>      <C>


L. Scott Demerau        300,000 (1)       15.00%            Market          06/12/2005      21,435   42,870
                        125,000 (2)        6.25%            Market          06/12/2005      24,250   48,500
                        150,000 (3)        7.50%            Market          06/12/2005      21,825   43,750


Betty M. Sullivan       200,000 (1)       10.00%            Market          06/12/2005      14,290   28,580
                         75,000 (2)        3.75%            Market          06/12/2005      14,550   29,100
                        250,000 (3)       12.50%            Market          06/12/2005      36,375   72,750

William A. Thurber            -


Robert S. Vail                -

</TABLE>


(1)  Immediately vested options, exercisable at the lower of $1.42 per share or
     market price. Exercisable for one year from date of grant.

(2)  Vest monthly or two years, or less at the discretion of the CEO,
     exercisable at $1.42 per share, or such lesser price (but at least Fair
     Market Value) as determined by the CEO.

(3) Exercisable at $1.42 or such lesser price (but at least Fair Market Value)
    as the CEO determines. Vest quarterly over 18 months,  beginning December
    2000, or such lesser period as the CEO determines.

<TABLE>


                    Aggregated Option/SAR Exercises in Last
                    Fiscal Year and FY-End Option/SAR Values
--------------------------------------------------------------------------------------------------------------------------


                                                                    Number of securities          Value of unexercised in-
                                                                   underlying unexercised           the-money options/SARs
                                                                   options/SARs at FY-end            at FY-end

                      Shares acquired                                (#)                                    ($)
     Name             on exercise (#)    Value realized ($)     Exercisable     Unexercisable
<S>                     <C>                  <C>                  <C>             <C>                       <C>

L. Scott Demerau         315,625              42,294                 -             259,375                   -

Betty M. Sullivan        209,375              28,056                 -             315,625                   -

William A. Thurber          -                   -                    -                -                      -

Robert S. Vail              -                   -                    -                -                      -

</TABLE>


                                       44
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth  certain  information  with respect to the
beneficial  ownership of the  Company's  Common Stock and its Series A Preferred
Stock as of  January  9, 2001 for (i) each  person or entity who is known by the
Company to beneficially own five percent or more of the outstanding Common Stock
of the Company,  (ii) each of the Company's  directors,  (iii) each of the Named
Executive  Officers (as defined  above),  and (iv) all  directors  and executive
officers of the Company as a group:

<TABLE>


                                                  NUMBER OF SHARES         PERCENT OF CLASS
                                                           SERIES A               SERIES A
BENEFICIAL OWNER                                 COMMON    PREFERRED    COMMON    PREFERRED
----------------------------------------------------------------------------------------------
<S>                                            <C>              <C>     <C>         <C>

L. Scott Demerau                               3,134,500 (1)     -      16.2%       -
8645 Swiss Air Road
Gainesville, GA  30506
----------------------------------------------------------------------------------------------
Julia Demerau                                  2,537,500         -      13.1%        -
8645 Swiss Air Road
Gainesville, GA  30506
----------------------------------------------------------------------------------------------
Eutopean Enterprises, LLC                      1,200,000         -       6.2%        -
8645 Swiss Air Road
Gainesville, GA  30506
----------------------------------------------------------------------------------------------
Betty M. Sullivan                              1,035,085 (1)     -       5.3%        -
______________________
______________________
----------------------------------------------------------------------------------------------
L. Scott Demerau                               3,134,500         -      16.2%        -
Betty M. Sullivan                              1,035,085 (1)     -       5.3%        -
Robert S. Vail                                         0         -         -         -
Bart Siegel                                            0         -         -         -
Robert E. Altenbach                                    0         -         -         -
Anthony Mesiti                                         0         -         -         -
John P. Cappadona                                      0         -         -         -
----------------------------------------------------------------------------------------------
All directors and officers as a group (7       4,169,585        -      21.5%        -
  people)
----------------------------------------------------------------------------------------------
</TABLE>


     For purposes of this table,  beneficial  ownership  has been  determined in
accordance with the provisions of Rule 13(d)-3 of the Securities Exchange Act of
1934,  as  amended,  under  which,  in  general,  a person  is  deemed to be the
beneficial owner of a security if such person has or shares the power to vote or
to direct  the voting of the  security  or the power to dispose or to direct the
disposition  of the  security,  or if such  person  has  the  right  to  acquire
beneficial ownership of the security within sixty days.


     1) Includes  shares that may be acquired upon exercise of employee  stock
options.



                                       45
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Several related  entities and individuals have been parties to transactions
with the Company during the course of the year. L. Scott  Demerau,  Chairman and
CEO of the Company,  Betty Sullivan, COO of the Company, LJ Entertainment LLC (a
related  party),   Kingdom   Generals  LLC,  Judy  Demerau,   (principal  in  LJ
Entertainment  and Kingdom Generals) and Accent Associates LLC (a related party)
provided  short term  funding  for the  company.  Advances  by the  parties  are
interest  bearing at rates from  8.25% to 9.00%.  At  September  30,  2000,  the
balances owed are as follows:

L. Scott Demerau                $7,382
Betty Sullivan                   4,371
LJ Entertainment LLC            71,720
Kingdom Generals LLC            39,307
Judy Demerau                    86,476
Accent Associates            2,032,411
Steve Cunningham                 8,603
Osprey Investments               5,000

     In December 1999, Accent Associates LLC acquired two convertible notes held
by an unrelated  party. At September 30, 2000, the outstanding  balance on these
convertible  notes totaled  approximately  $959,600.  The notes bear interest at
rates from 8.25% to 9%.

     During the year,  Accent  Associates  transferred  shares of Lahaina common
stock to an  employee  of the  Company in payment  of Company  obligations.  The
transaction had a value of $10,800 based on the market price of the stock at the
date of  transfer.

     In September  2000,  Kingdom  Generals LLC  purchased two lots in Swiss Air
Estates  from  the  Company  for  in  a  transaction  totalling  $800,000  which
represented  the fair  market  value of the lots.  The  transaction  involved no
seller  financing  and no continuing  interest or obligation of the seller.  The
principal  owner of Kingdom  Generals  LLC is Judy  Demerau,  a relative  of the
Company's President and CEO.

     On December  29, 2000 the Company  acquired  the  personal  residence of L.
Scott Demerau, Chairman and CEO for approximately $8,000,000. The price paid for
the property was based upon an  independent  appraisal.  The Board of Directors,
including four (4) outside Directors,  unanimously approved the transaction. Mr.
Demerau  abstained  from the vote.  Payment  consisted  of the  assumption  of a
$2,500,000  first  mortgage  on the  property,  the  issuance of  $1,650,000  of
preferred stock to Mr. Demerau, the transfer of the Beachside note receivable of
$2,450,000 to Mr. Demerau, the cancellation of $1,010,000 notes for the exercise
of 700,000 stock options and a promissory  note to Mr.  Demerau in the amount of
$385,000.  This transaction was reported by the Company in its Form 8-K filed on
January 5, 2001.
                                       46
<PAGE>
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K




      (a)    The following documents are filed as part of this report:
        (1)
          (a)
             Consolidated Financial Statements:
             Report of Tauber & Balser, P.C., Independent Auditors
             Report of Deloitte & Touche LLP, Independent Auditors
             Consolidated Balance Sheets at September 30, 2000 and 1999
             Consolidated  Statements of Income for the year ended September 30,
               2000 and for the period from July 9, 1999 (date of inception) to
               September 30, 1999
             Consolidated Statements of Stockholders' Deficit for the period
               from July 9, 1999 (date of inception) to September 30, 2000
             Consolidated  Statements of Cash Flows for the year ended September
               30, 2000 and for the period from July 9, 1999 (date of inception)
               to September 30, 1999
             Notes to Consolidated Financial Statements

(2)  Exhibits

EXHIBIT NO.                                      DESCRIPTION OF EXHIBIT
-----------                                      ----------------------

     2.1  Agreement  and Plan of Merger dated July 21, 1999 by and among Lahaina
Acquisitions,  Inc.,  LAHA No. 1, Inc.,  Mongoose  Investments,  LLC, The Accent
Group, Inc. and Accent Mortgage Services, Inc. (the "Plan of Merger")(1)

     3.1 Amended and Restated Articles of Incorporation.(2)

     3.2 Bylaws of the Company.(2)

     3.3 Second Amendment to Articles of Incorporation of Lahaina  Acquisitions,
Inc.

     4.1 Securities  Purchase  Agreement  dated December 7, 1998, by and between
Lahaina Acquisitions, Inc. and GCA Strategic Investment Fund Limited.(3)

     4.2 9%  Convertible  Note of  Lahaina  Acquisitions,  Inc.  payable  to GCA
Strategic Investment Fund Limited, in the principal amount of $750,000.(3)

     4.3  Letter  Agreement  dated  January  19,  1999  by and  between  Lahaina
Acquisitions,   Inc.  and  GCA  Strategic  Investment  Fund,  Ltd.  amending  9%
Convertible Note.(4)

     4.4  Registration  Rights  Agreement dated December 7, 1998, by and between
Lahaina Acquisitions, Inc. and GCA Strategic Investment Fund Limited.(3)

     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. (4)

     4.6 Form of Stock Certificate.(2)

     4.7  Securities  Purchase  Agreement  dated  August 19, 1999 by and between
Lahaina Acquisitions, Inc., and GCA Strategic Investment Fund Limited.(1)

     4.8 9%  Convertible  Note of  Lahaina  Acquisitions,  Inc.  payable  to GCA
Strategic Investment Fund Limited, in the principal amount of $500,000.(1)

     4.9  Registration  Rights  Agreement  dated  August 19, 1999 by and between
Lahaina Acquisitions, Inc. and GCA Strategic Investment Fund Limited.(1)

     4.10 Common  Stock  Purchase  Warrant in the amount of 50,000  shares to be
issued by Lahaina  Acquisitions,  Inc. and purchased by GCA Strategic Investment
Fund Limited, expiring on August 19, 2004.(1)

     4.11  Pledge  Agreement  dated  August  __,  1999  by  and  among  Mongoose
Investments, LLC, Richard P. Smyth and GCA Strategic Investment Fund Limited.(1)

     4.12 + Registration  Statement on Form S-8  (Registration  No.  333-90295),
dated and filed with the commission on November 4, 1999.

                                       47
<PAGE>
     10.1 Contract of Engagement  dated January 19, 1999 by and between  Lahaina
Acquisitions, Inc. and LKB Financial LLC.(4)

     10.2  Settlement and Release  Agreement  dated June 30, 1999 by and between
Lahaina Acquisitions, Inc. and Sherry Klein.(1)

     10.3 Purchase and Sale Agreement dated June 30, 1999 by and between Lahaina
Acquisitions, Inc. and Mongoose Investments, LLC.(1)

     10.4 GCA Consent to  Agreement  and Plan of Merger dated August 19, 1999 by
and between  Lahaina  Acquisitions,  Inc.  and GCA  Strategic  Investment  Fund,
Limited.(1)

     10.5  Consulting  Agreement  dated  August 16, 1999 by and between  Lahaina
Acquisitions, Inc. and Gerald F. Sullivan.(1)

     10.6  Consulting  Agreement  dated  August 16, 1999 by and between  Lahaina
Acquisitions, Inc. and Gator Glory, LLC.(1)

     10.7 Indemnification Agreement dated August __, 1999 by and between Lahaina
Acquisitions, Inc. and Richard P. Smyth.(1)

     10.8 Indemnification Agreement dated August __, 1999 by and between Lahaina
Acquisitions, Inc. and Gerald F. Sullivan.(1)

     10.9 Indemnification Agreement dated August __, 1999 by and between Lahaina
Acquisitions, Inc. and Sidney E. Brown.(1)

     10.10  Indemnification  Agreement  dated  August  __,  1999 by and  between
Lahaina Acquisitions, Inc. and D. Nelson Lester.(1)

     10.11  Escrow  Agreement  dated  August  16,  1999  by  and  among  Lahaina
Acquisitions,  Inc.,  LAHA No. 1, Inc.,  Mongoose  Investments,  LLC, The Accent
Group,  Inc.,  Accent  Mortgage  Services,  Inc.  and Altman,  Kritzer & Levick,
P.C.(1)

     10.12  Escrow  Agreement  dated  August  19,  1999  by  and  among  Lahaina
Acquisitions,  Inc., GCA Strategic  Investment Fund Limited and Kim T. Stephens,
Esq.(1)

     10.13  Second  Mortgage on  Beachside  Commons in the  principal  amount of
$500,000.(1)

     10.14 1999 Accent Stock Option Plan.(1)

     10.15 Stock Purchase  Agreement  dated as of December 31, 1999 by and among
Lahaina Acquisitions,  Inc., Accent Mortgage Services,  Inc. and NP Holding, LLC
(6)

     10.16 Non-recourse  Purchase Money Note between NP Holding, LLC, and Accent
Mortgage Services, Inc. (6)

     10.17 Stock Pledge  Agreement  between  Beachside  Holding,  LLC and Accent
Mortgage Services, Inc. (6)

     10.18 Stock pledge  Agreement  between  Beachside  Holding,  LLc and Accent
Mortgage Services, Inc. (6)

     10.19  Asset  Purchase  Agreement  dated  February  25,  2000 by and  among
Paradigm Mortgage Associates,  Inc., C. W. Robert Harrell,  Paul H. Halter, Jr.,
and Accent Acquisitions I, Co. (7)

     10.20 First  Amendment to Asset Purchase  Agreement dated March 20, 2000 by
and among Paradigm  Mortgage  Associates,  Inc., C. W. Robert  Harrell,  Paul H.
Halter, Jr., and Accent Acquisitions, I, Co. (7)

     10.21 Escrow  Agreement by and among Accent  Acquisitions  I, Co,  Paradigm
Mortgage Associates, Inc. and Kutak Rock LLP. (7)

     10.22 Second Amendment to Asset Purchase  Agreement by and between Paradigm
Mortgage Associates, Inc. and Lahaina Acquisitions, I, Co. (8)

     16 Letter of Resignation from Kenneth A. Walters, P.A.(5)

                                       48
<PAGE>
     21 Subsidiaries of the Registrant

     23.1 Consent of Tauber & Balser, P.C.

     23.2 Consent of Deloitte & Touche, LLP

     27 Financial Data Schedule (for SEC use only)

      + Previously filed.

     (1)  Incorporated by reference to the Company's  Current Report on Form 8-K
dated August 23, 1999 and filed with the commission on September 7, 1999.

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

     (3)  Incorporated by reference to the Company's  Current Report on Form 8-K
dated and filed with the commission on December 28, 1999.

     (4)  Incorporated  by reference to the Company's  Quarterly  Report on Form
10-Q/A for the period  ended  December 31, 1998,  filed with the  commission  on
October 29, 1999.

     (5)  Incorporated by reference to the Company's  Current Report on Form 8-K
dated September 17, 1999 and filed with the commission on September 21, 1999.

     (6) Incorporated by reference to the Company's Current Report on Form 8-K/A
dated January 18, 2000 and filed with the commission on March 20, 2000.

     (7)  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.

     (8) Incorporated by reference to the Company's Current Report on Form 8-K/A
dated March 31, 2000 and filed with the commission on June 5, 2000.

     (b) Reports on Form 8-K.

          Current  Report  on Form 8-K dated  July 6,  2000 and  filed  with the
     commission  on July 14,  2000;  resignation  of  Deloitte  & Touche  LLP as
     certifying accountants.

         Current Report on Form 8-K/A (amendment no. 1) dated July 6, 2000 and
     filed with the  commission on July 14, 2000;  resignation  of Deloitte &
     Touche LLP as certifying accountants.

          Current Report on Form 8-K/A (amendment no. 2) dated July 6, 2000, and
     filed with the commission on September 27, 2000;  resignation of Deloitte &
     Touche LLP. as certifying accountants.

          Current  Report on Form 8-K dated November 14, 2000 and filed with the
     commission on November 21, 2000;  acquisition  of United  Capital  Mortgage
     Corporation.

          Current Report on Form 8-K/A  (amendment no. 3) dated July 6, 2000 and
     filed with the  commission on December 27, 2000;  resignation of Deloitte &
     Touche LLP as certifying  accountants  and  appointment of Tauber & Balser,
     P.C. as  certifying  accountants  and  election of Anthony P.  Cappadona as
     director.


                                       49
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                LAHAINA ACQUISITIONS, INC.
                                  (Registrant)


Dated: February 15, 2001          By:    /s/ L. Scott Demerau
                                        --------------------
                                        L. Scott Demerau
                                        President and Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:

<TABLE>


              SIGNATURE                                    TITLE                                    DATED
          ----------------                            ---------------                            -----------
        <S>                          <C>                                                     <C>

         /s/ L. Scott Demerau         President, Chief Executive Officer and                  February 15, 2001
         --------------------         Director  (Principal Executive Officer)
         L. Scott Demerau



         /s/ Jackie Flynn             Executive Vice President, Finance & Treasurer           February 15, 2001
         ----------------------       (Principal Financial and Accounting Officer)
         Robert S. Vail



         /s/ Betty M. Sullivan        Executive Vice President, Administration, Secretary      February 15, 2001
         ---------------------        & Director
         Betty M. Sullivan



         /s/ Bart Siegel              Director                                                 February 15, 2001
         ---------------
         Bart Siegel



         /s/ Robert E. Altenbach      Director                                                 February 15, 2001
         ---------------------
         Robert E. Altenbach



          /s/ Anthony Mesiti          Director                                                 February 15, 2001
         ---------------------
         Anthony Mesiti



          /s/ John P. Cappadona       Director                                                 February 15, 2001
         ---------------------
         John P. Cappadona
</TABLE>


                                       50
<PAGE>