04-84146.01                                    2
As filed with the  Securities  and Exchange  Commission  on April 2, 2001.

                REGISTRATION STATEMENT NO. 333-_______________


                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    Form S-8

                            REGISTRATION STATEMENT

                                    UNDER

                           THE SECURITIES ACT OF 1933

                           LAHAINA ACQUISITIONS, INC.

            (Exact name of Registrant as specified in its Charter)

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

                        5895 Windward Parkway, Suite 220

                            Alpharetta, Georgia 30005

                                 (770) 754-6140

            (Address of Principal Executive Office, including Zip Code)

               Lahaina Acquisitions, Inc. 2001 Stock Purchase Plan

                                       and

                         Individual Compensation Plans
                            (Full Title of the Plans)

             L. Scott Demerau, President and Chief Executive Officer

                           Lahaina Acquisitions, Inc.

                        5895 Windward Parkway, Suite 220

                            Alpharetta, Georgia 30005

                                 (770) 754-6140

  (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                           Robert E. Altenbach, Esq.
                                   Kutak Rock

                                   Suite 2100

                             225 Peachtree St., N.E.

                             Atlanta, Georgia 30303

                                 (404) 222-4600





<PAGE>

<TABLE>

<CAPTION>
                         CALCULATION OF REGISTRATION FEE

========================= ====================== ======================= ====================== ======================
                                                    Proposed maximum       Proposed maximum
                                                     offering price       aggregate offering
 Title of securities to       Amount to be            per unit (2)             price (2)              Amount of
     be registered           registered (1)                                                       registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C>                         <C>                     <C>                   <C>                      <C>

  Common Stock, no par

         value                  2,124,120                $1.03                $2,187,844               $546.96
========================= ====================== ======================= ====================== ======================
</TABLE>

(1)    This  Registration  Statement  will also cover any  additional  shares of
       Common  Stock which  become  issuable  under the Stock  Purchase  Plan by
       reason of any stock  dividend,  stock  split,  recapitalization  or other
       similar  transaction   effected  without  the  Registrant's   receipt  of
       consideration  which  results  in  an  increase  in  the  number  of  the
       outstanding shares of the Registrant's Common Stock.

(2)    Estimated   solely  for  the  purpose  of   determining   the  amount  of
       registration  fee and  pursuant to Rules 457(c) and 457(h) of the General
       Rules and Regulations  under the Securities Act of 1933, based upon the 5
       day average of the high and low prices ending March 29, 2001.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.       Plan Information.*

Item 2        Registrant Information and Employee Plan Annual Information.*

* Information required by Part 1 to be contained in the Section 10(a) Prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         The  following  documents  filed by  Lahaina  Acquisitions,  Inc.  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:

         (a)  The Company's  Annual Report on Form 10-K for the fiscal year
              ended September 30, 2000, filed with the Commission on
              February 15, 2001;

         (b)  The Company's Quarterly Report on Form 10-Q for the quarter
              ended December 31,  2000, filed with the Commission on
              February 20, 2001;

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective   amendment  which  indicates  that  all  securities   registered
hereunder  have been issued or which  deregisters  all  securities  offered then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement, including financial statements,  contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superceded for the purposes of this Registration Statement to the extent that
a statement  contained herein or in any other  subsequently filed document which
also is or is deemed to be incorporated by reference.

<PAGE>

Item 4.       Description of Securities.

         Not applicable.

Item 5.       Interests of Named Experts or Counsel.

         Not applicable.

Item 6.       Indemnification of Directors and Officers.

         The Company's Amended and Restated Articles of Incorporation  limit the
liability of Directors to the maximum extent permitted by Colorado law. Colorado
law  provides  that a  corporation's  articles  of  incorporation  may contain a
provision  eliminating  or limiting  the personal  liability  of  directors  for
monetary damages for breach of their fiduciary  duties as Directors,  except for
liability:  (i) for any breach of their  duty of  loyalty to the  company or its
shareholders;  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law;  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in Section 7-108-403 of the Colorado  Business  Corporation Act; or (iv) for any
transaction from which the director derived an improper personal benefit.

         The Company's  Amended and Restated  Articles of Incorporation  provide
that the Company shall pay for or reimburse the reasonable  expenses incurred by
a Director who is a party to a proceeding in advance of final disposition of the
proceeding,  including  reasonable expenses incurred by a Director in connection
with the  enforcement  of this  indemnification  provision  if: (i) the Director
furnishes to the Company written affirmation of the Director's good faith belief
that he or she has met the standard of conduct described in Section 7-109-102 of
the  Colorado  Business  Corporation  Act;  (ii) the  Director  furnishes to the
Company a written  undertaking,  executed personally or on the Director's behalf
to repay the advance if it is ultimately  determined that he or she did not meet
the standard of conduct;  and (iii) a determination  is made that the facts then
known to those making the determination would not preclude indemnification under
Article 109 of the Colorado Business Corporation Act.

         The Company's  Restated Bylaws provide that the Company shall indemnify
its  Directors  and Officers and may  indemnify  its employees and agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Restated Bylaws covers at least  negligence and gross negligence on the part
of indemnified parties.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to Directors,  Officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7.       Exemption from Registration Claimed.

         Not applicable.

Item 8.       Exhibits.

4.1      Stock for Services List

4.2      Lahaina Acquisitions, Inc. 2001 Stock Purchase Plan

5.1      Opinion of Kutak Rock LLP

23.1     Consent of Tauber & Balser, P.C.

23.2     Consent of Kutak Rock LLP (contained in Exhibit 5.1)

Item 9.       Undertakings.

         The Company hereby undertakes that it will:

         (a)  File, during any period in which it offers or sells securities, a
              post-effective amendment to this registration statement to:

              (i)   Include any prospectus required by Section 10(a)(3) of the
                    Securities Act;

<PAGE>

              (ii)  Reflect in the prospectus any facts or events which,
                    individually or  together,  represent a  fundamental change
                    in the  information  in the registration  statement.
                    Notwithstanding  the  foregoing,  any increase or decrease
                    in volume of  securities  offered (if the total dollar value
                    of securities  offered  would not exceed  that which was
                    registered)  and any deviation from the low or high end of
                    the estimated  maximum offering range may be  reflected in
                    the form of  prospectus  filed  with  the  Commission
                    pursuant  to Rule  424(b) if, in the  aggregate, the changes
                    in volume and price  represent no more than a twenty percent
                    (20%) change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective Registration Statement;

              (iii) Include any additional or changed material information on
                    the plan of distribution; provided, however, that the
                    undertakings  set forth in paragraph (i) and (ii) above do
                    not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed with or furnished to the Commission
                    by the Company  pursuant to Section 13(a) or 15(b) of the
                    Exchange Act that are incorporated by reference in this
                    Registration Statement;

         (b)  For determining liability under the Securities Act, treat each
              such post-effective  amendment as a new registration statement
              of the securities offered,  and the offering of the securities
              at that time to be the initial bona fide offering;

         (c)  File a post-effective amendment to remove from registration any of
              the securities that remain unsold at the end of the offering.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                   [Remainder of page intentionally left blank]



<PAGE>


                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Alpharetta, State of Georgia, on March 29, 2001.

                                      LAHAINA ACQUISITIONS, INC.

                                      ___________________________________
                                      L. Scott Demerau, President and
                                      Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

NAME                           TITLE                             DATE


________________________  President, Chief Executive   ___________________, 2001
L. Scott Demerau            Officer and Director


________________________  Executive VP, Chief          ___________________, 2001
Betty M. Sullivan         Operating Officer & Director


________________________  Chief Financial Officer      ___________________, 2001
Jacqueline L. Flynn

________________________  Director                     ___________________, 2001
Bart Siegel


________________________  Director                     ___________________, 2001
Anthony Mesiti


________________________  Director                     ___________________, 2001
Robert E. Altenbach

<PAGE>

<TABLE>

<CAPTION>
                                   EXHIBIT 4.1

                        STOCK COMPENSATION AGREEMENTS*



                                         Amount of                    Number of                 Description of
                                       Compensation                    Shares                      Services
<S>                                       <C>                          <C>                        <C>

Judy Demerau                              $30,625.00                   36,898                      Employee

Scott Demerau                             $56,683.73                   68,293                      Employee

Gene Eisenberg                            $30,441.65                   36,677                      Employee

Betty Sullivan                            $41,666.66                   50,201                      Employee

Chic Demerau                              $26,602.62                   32,051                      Employee


Total                                    $186,019.66                   224,120                     ---------


</TABLE>


*      The  employees  listed  herein have elected to receive stock for services
       rendered in the total amount of $186,019.66 in the form of 224,120 shares
       of the Company's common stock rather than cash compensation.



                                   EXHIBIT 4.2

               LAHAINA ACQUISITIONS, INC. 2001 STOCK PURCHASE PLAN

ARTICLE I

                                NAME AND PURPOSE

Section  1.01.  Name.  The  name  of the  plan  shall  be the  Lahaina
Acquisitions, Inc. 2001 Stock Purchase Plan (the "Plan").

Section  1.02.  Purpose  of the Plan.  The  purpose of the Plan is to enable the
Employees,   Consultants  and  Directors  of  Lahaina  Acquisitions,  Inc.  (the
"Company") to share in the growth and  prosperity of the Company by  encouraging
stock  ownership  by  Employees,  Consultants  and  Directors  and to assist the
Company to obtain and retain key management personnel.

Section 1.03.  Stock Issuance Terms.  Shares of common stock may be issued under
the Plan through direct and immediate  issuances without any intervening  option
grants.  Each  such  stock  issuance  shall  be  evidenced  by a Stock  Purchase
Agreement  which complies with the terms  specified  below (the "Stock  Purchase
Agreement").

ARTICLE II

                                   DEFINITIONS

         As used herein, the following definitions shall apply.

         "Affiliate"  has the  meaning  set forth in Rule  12b-2 of the  General
Rules and Regulations of the Securities Exchange Act of 1934, as amended.

         "Agreement"  shall mean a written  agreement entered into in accordance
with Section 1.03.

         "Board" shall mean the Board of Directors of the Company.

<PAGE>

         "Change of Control" means the approval by the Company's shareholders of
(a) a merger or  consolidation  of the Company with or into another  corporation
(other  than a merger or  consolidation  in which the  Company is the  surviving
corporation  and  which  does  not  result  in  any  capital  reorganization  or
reclassification  or other change in the Company's  then  outstanding  shares of
common  stock),  (b) a sale or disposition  of all or  substantially  all of the
Company's assets, or (c) a plan of liquidation or dissolution of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Committee" shall mean the Compensation  Committee of the Board. If the
Board does not have a  Compensation  Committee,  the Board shall  constitute the
Compensation Committee.

         "Common Stock" shall mean the common stock of the Company.

         "Company" shall mean Lahaina Acquisitions, Inc., a Colorado
corporation.

         "Consultant" shall mean any person, including an advisor, who is not an
employee  of  the  Company  but  who  renders  services  to the  Company  or any
Subsidiary or Affiliate and is compensated for such services.

         "Continuous  Service"  shall mean the  absence of any  interruption  or
termination  of  service  as an  Employee  or  Consultant  of the  Company  or a
Subsidiary or Affiliate.  Continuous Service shall not be considered interrupted
in the case of (a) sick  leave,  military  leave or any other  leave of  absence
approved by the Company,  (b) transfers between payroll locations of the Company
or  between  the  Company,  an  Affiliate  or  a  successor,  (c)  a  Director's
performance  of services in an  emeritus  or advisory  capacity,  or (d) changes
between  a  Participant's  status  as  an  Employee  or  Director  provided  the
Participant is continuously performing services for the Company or an Affiliate.

         "Director"  shall  mean any  member of the Board and any  member of the
board of directors of any Affiliate that the Board has by resolution  designated
as being eligible for participation in this Plan.

         "Disability"  shall mean a physical or mental  condition,  which in the
sole and absolute  discretion of the Committee,  is reasonably expected to be of
indefinite  duration and to substantially  prevent a Participant from fulfilling
his or her duties or responsibilities to the Company or an Affiliate.

         "Effective Date" shall mean the date specified in Article X hereof.

         "Employee"  shall  mean any  person  (including,  if  appropriate,  any
Officer or Director)  employed by the Company or by any  Subsidiary or Affiliate
of the  Company.  The Payment by the Company of a  director's  fee to a Director
shall not be  sufficient  to  constitute  "employment"  of such  Director by the
Company.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "Fair  Market  Value"  shall mean the fair  market  value of the Common
Stock, as determined under Section 6.02 hereof.

         "Named Executive" shall mean any individual who, on the last day of the
Company's  fiscal  year,  is the chief  executive  officer of the Company (or is
acting in such capacity) or among the four most highly  compensated  officers of
the Company (other than the chief executive officer).  Such officer status shall
be determined pursuant to the executive compensation  disclosure rules under the
Exchange Act.

         "Participant"  shall mean any person who receives an Agreement pursuant
to the Plan.

         "Permanent  and Total  Disability"  shall mean,  as  determined  by the
Committee,  an illness or injury of a potentially permanent nature,  expected to
last for a  continuous  period of at least  twelve (12)  months,  certified by a
physician  selected by or  satisfactory  to the  Committee,  which  prevents the
Participant  from  engaging in any  occupation  for wage or profit for which the
Participant is reasonably fitted by training, education or experience.

<PAGE>

         "Plan" shall mean this Lahaina Acquisitions, Inc. 2001 Stock Purchase
Plan.

         "Rule 16b-3" shall mean Rule 16b-3  promulgated under the Exchange Act,
as amended, or any successor provision.

         "Share" shall mean one share of Common Stock.


ARTICLE III

                          TERM OF THE PLAN AND OPTIONS

         This Plan shall  remain in effect  until  terminated  by the Board,  or
until the date on which all shares  available for issuance  under the Plan shall
have been issued.

ARTICLE IV

                           SHARES SUBJECT TO THE PLAN

         Except as otherwise  required under Article 7, the aggregate  number of
Shares  deliverable  under  the Plan  shall be in such  amounts  as the Board of
Directors or the Compensation  Committee shall determine from time to time. Such
Shares may either be authorized but unissued Shares, Shares held in treasury, or
Shares held in a grantor trust  created by the Company.  The number of shares of
common stock initially reserved for issuance over the term of the Plan shall not
exceed 1,900,000 shares.

ARTICLE V

                           ADMINISTRATION OF THE PLAN

Section 5.01.  Composition of the Committee.  The Committee shall administer the
Plan. In the absence at any time of a duly appointed Committee,  the Board shall
administer the Plan.

Section  5.02.  Powers  of the  Committee.  Except  as  limited  by the  express
provisions  of the Plan or by  resolutions  adopted by the Board,  the Committee
shall  have  sole  and  complete   authority  and   discretion   (a)  to  select
Participants,  (b) to interpret the Plan,  (c) to  prescribe,  amend and rescind
rules and regulations relating to the Plan, and (d) to make other determinations
necessary or advisable for the  administration  of the Plan. The Committee shall
have and may exercise  such other power and the Board may delegate  authority as
to it from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is  present,  or acts  approved  in writing by a majority  of the
Committee without a meeting, shall be deemed the action of the Committee.

Section 5.03. Agreement.  Each Stock Purchase Agreement granted by the Committee
shall be evidenced by a written  agreement  containing such provisions as may be
approved  by the  Committee.  Each such  Agreement  shall  constitute  a binding
contract  between the  Company and the  Participant  and every  Participant  who
enters into an  Agreement  shall be bound by the terms and  restrictions  of the
Plan and of such  Agreement.  The terms of each Agreement shall be in accordance
with the Plan,  but each  Agreement may include such  additional  provisions and
restrictions  as the Committee,  in its discretion may determine,  provided that
such additional  provisions and restrictions are not inconsistent with the terms
of the Plan. In particular,  the Committee shall set forth in each Agreement (a)
the Price of the Shares,  (b) the number of Shares and (c) the restrictions,  if
any,  placed upon such Agreement or upon Shares which may be issued  pursuant to
such Agreement.

         The Chairman of the Committee and such other  Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients.

Section 5.04.     Effect of the Committee's  Decisions.  All decisions,
determinations and  interpretations of the Committee shall be final and
conclusive on all persons affected thereby.

<PAGE>

Section   5.05.   Indemnification.   In  addition   to  such  other   rights  of
indemnification  as they  may  have,  the  members  of the  Committee  shall  be
indemnified  by the  Company  in  connection  with any  claim,  action,  suit or
proceeding relating to any action taken or failure to act under or in connection
with the Plan to the full  extent  provided  for under the  Company's  governing
instruments with respect to the indemnification of Directors.

ARTICLE VI

                                 PURCHASE PRICE

Section 6.01.     Purchase Price.

         The per share purchase price for the Shares to be issued pursuant to an
Agreement  shall be such price as is determined by the  Committee,  but shall be
the lesser of $1.05 per share or the Fair Market Value of such shares issued.

Section 6.02.  Standards for Determining  Fair Market Value.  The Fair Market
Value of the Shares shall be determined as follows:

(a)      If the Common Stock is listed on any  established  stock  exchange or a
         national market system including without limitation the National Market
         of the National  Association  of  Securities  Dealers,  Inc.  Automated
         Quotation ("NASDAQ") System, its Fair Market Value shall be the average
         of the  closing  bid price for such stock for the five (5) days prior
         to an  Agreement as quoted on such  system or  exchange,  as  reported
         in The Wall Street Journal or such other source as the Committee
         deems reliable;

(b)      If the  Common  Stock is quoted on the  NASDAQ  System  (but not on the
         National Market thereof) or regularly quoted by a recognized securities
         dealer but selling prices are not reported, its Fair Market Value shall
         be the average of the closing bid price for the Common Stock for the
         five (5) days prior to an Agreement; or

(c)      In the absence of an established  market for the Common Stock, the Fair
         Market  Value  thereof  shall  be  determined  in  good  faith  by  the
         Committee.

Section 6.03.  Procedure for  Purchase.  A Participant  may purchase the Shares,
only by (a) written  notice of intent to purchase  such Shares with respect to a
specified  number of Shares,  and (b) payment to the Company  (contemporaneously
with delivery of such notice) (i) in cash, (ii) by check, (iii) by delivery of a
promissory note with such recourse, interest, security and redemption provisions
as the Committee  determines  to be  appropriate  (subject to the  provisions of
Section 153 of the Delaware General  Corporation Law); provided that the term of
such promissory note shall not exceed twelve (12) months,  (iv) by assuming debt
of  the  Company  under  such  terms  and  conditions  as  the  Committee  deems
appropriate,  provided that,  the Company is relieved of the debt  obligation to
the creditor whose debt is assumed;  or (v) any combination of (i) through (iv).
Each such notice (and payment where required)  shall be delivered,  or mailed by
prepaid  registered  or  certified  mail,  addressed  to the  President or Chief
Executive Officer of the Company at its executive offices.  Section 6.04. Effect
of  the  Committee's   Decisions.   The  Committee's   determination  whether  a
Participant's  Continuous  Service has ceased,  and the effective  date thereof,
shall be final and conclusive on all persons affected thereby.

ARTICLE VII

                      CHANGE IN CONTROL; EFFECT OF CHANGES

                       IN COMMON STOCK SUBJECT TO THE PLAN

Section  7.01.  Recapitalizations;  Stock  Splits,  Etc.  The number and kind of
Shares reserved for issuance under the Plan, shall be  proportionately  adjusted
for any increase,  decrease, change or exchange of Shares for a different number
or kind of  shares or other  securities  of the  Company  which  results  from a
merger, consolidation, recapitalization, reorganization, reclassification, stock
dividend, split-up,  combination of shares, or similar event in which the number
or kind of shares is changed without the receipt or payment of  consideration by
the Company.

<PAGE>

Section 7.02.  Transactions in which the Company is Not the Surviving Entity. In
the event of (a) the liquidation or dissolution of the Company,  (b) a merger or
consolidation in which the Company is not the surviving  entity, or (c) the sale
or disposition of all or  substantially  all of the Company's assets (any of the
foregoing  to be referred to herein as a  "Transaction"),  all Shares  under the
Plan shall be  equitably  adjusted  for any change or  exchange  of Shares for a
different  number or kind of shares or other  securities  which results from the
Transaction.

Section 7.03.  Conditions  and  Restrictions  on New,  Additional,  or Different
Shares or  Securities.  If, by reason of any  adjustment  made  pursuant to this
Article VII, a Participant  becomes  entitled to new,  additional,  or different
shares of stock or  securities,  then,  except  as  expressly  provided  in this
Article VII, such new,  additional,  or different  shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions  which were
applicable  to the Shares  pursuant  to this Plan and any  applicable  Agreement
before the adjustment was made. No fractional  shares of Company Stock resulting
from any adjustments made pursuant to this Article VII shall be issued,  but the
Fair Market Value of any such  fractional  share shall be paid in cash upon such
exercise.

Section 7.04. Other Issuances. Except as expressly provided in this Section, the
issuance by the Company,  a Subsidiary or an Affiliate of shares of stock of any
class, or of securities  convertible  into Shares or stock of another class, for
cash or property  or for labor or  services  either upon direct sale or upon the
exercise of rights or warrants to subscribe  therefor,  shall not affect, and no
adjustment  shall be made with  respect  to, the  number,  or class of Shares or
reserved for issuance under the Plan.

ARTICLE VIII

                NON-TRANSFERABILITY OF STOCK PURCHASE AGREEMENTS

         Stock  Purchase  Agreements  may  not  be  sold,   pledged,   assigned,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of descent and distribution.

ARTICLE IX

                   TIME OF GRANTING STOCK PURCHASE AGREEMENTS

         The date of a Stock Purchase Agreement shall, for all purposes,  be the
later of the date on which the  Committee  makes the  determination  of granting
such  Stock  Purchase   Agreement  and  the  Effective   Date.   Notice  of  the
determination  shall  be  given  to each  Participant  to whom a Stock  Purchase
Agreement is so granted within a reasonable time after the date of such grant.

ARTICLE X

                                 EFFECTIVE DATE

         The Plan shall  become  effective March 29, 2001,  subject to its
approval by a favorable  vote of at least a majority  of the total votes cast at
a duly called meeting, or written consent in lieu thereof, of the Company's
stockholders held in accordance with Applicable Laws.

ARTICLE XI

                      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may from time to time  amend the terms of the Plan and,  with
respect to any  Shares at the time not  subject  to Stock  Purchase  Agreements,
suspend or terminate the Plan. No amendment,  suspension or  termination  of the
Plan  shall,  without the consent of any  affected  holders of a Stock  Purchase
Agreement,  alter or impair any rights or  obligations  under any Stock Purchase
Agreement theretofore granted.

<PAGE>

ARTICLE XII

                       CONDITIONS UPON ISSUANCE OF SHARES

Section 12.01. Investment Assurances. The Company may require a Participant,  as
a condition of acquiring stock under any Stock Purchase  Agreement,  (i) to give
written assurances satisfactory to the Company as to the Participant's knowledge
and  experience in financial and business  matters  and/or to employ a purchaser
representative  reasonably  satisfactory to the Company who is knowledgeable and
experienced  in financial and business  matters and that he or she is capable of
evaluating, alone or together with the purchaser representative,  the merits and
risks of purchasing Shares; and (ii) to give written assurances  satisfactory to
the Company  stating that the  Participant is acquiring the stock subject to the
Stock  Purchase  Agreement  for the  Participant's  own account and not with any
present intention of selling or otherwise  distributing the stock. The foregoing
requirements,  and any assurances given pursuant to such requirements,  shall be
inoperative if (iii) the issuance of the shares upon  acquisition of stock under
the  Stock  Purchase  Agreement  has  been  registered  under  a then  currently
effective  registration  statement  under the  Securities  Act or (iv) as to any
particular requirement,  a determination is made by counsel for the Company that
such requirement need not be met in the circumstances  under the then applicable
securities  laws. The Company may, upon advice of counsel to the Company,  place
legends  on stock  certificates  issued  under  the Plan as such  counsel  deems
necessary or appropriate  in order to comply with  applicable  securities  laws,
including, but not limited to, legends restricting the transfer of the stock.

Section  12.02.  Special  Circumstances.  The inability of the Company to obtain
approval from any regulatory body or authority  deemed by the Company's  counsel
to be necessary to the lawful  issuance and sale of any Shares  hereunder  shall
relieve the Company of any liability in respect of the  non-issuance  or sale of
such Shares.  As a condition to the purchase of Shares,  the Company may require
the person purchasing the Shares to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

Section 12.03.  Repurchase Right;  Damages.  The Company shall have the right to
forfeit Shares in exchange for any Purchase Price paid by the Participant that a
Participant  receives pursuant to a Stock Purchase  Agreement if the Participant
breaches a noncompetition  provision in any unexpired employment,  consulting or
other written agreement between the Participant and the Company or an Affiliate.
If a Participant has disposed of such Shares,  the Company may seek compensatory
damages from the Participant,  as well as seek specific performance for the sale
to the Company of such other Shares that the  Participant  owns or controls (but
only  to  the  extent  necessary  to  provide  the  Company  with  the  recovery
contemplated in the preceding sentence).

Section 12.04.    Committee  Discretion.  The  Committee  shall  have the
discretionary  authority  to  impose  in Agreements such restrictions on Shares
as it may deem appropriate or desirable.

ARTICLE XIII

                              RESERVATION OF SHARES

         The  Company,  during  the  term of the  Plan,  will  reserve  and keep
available a number of Shares sufficient to satisfy the requirements of the Plan.

ARTICLE XIV

                                 WITHHOLDING TAX

         As a condition of the purchase of Shares  granted  under the Plan,  the
Participant (or in the case of the  Participant's  death, the person  purchasing
the Shares)  shall make such  arrangements  as the Committee may require for the
satisfaction of any applicable federal,  state, local or foreign withholding tax
obligations  that may arise in connection  with the Purchase and the issuance of
Shares.  The Company  shall not be  required to issue any Shares  under the Plan
until such  obligations are satisfied.  The Committee,  in its  discretion,  may
permit  the  Participant  to satisfy  the  obligation,  in whole or in part,  by
irrevocably  electing to have the Company withhold Shares,  or to deliver to the
Company Shares that he already owns, having a value equal to the amount required
to be  withheld.  The value of the Shares to be  withheld,  or  delivered to the
Company,  shall be based on the Fair Market  Value of the Shares on the date the
amount of tax to be withheld is determined.  As an alternative,  the Company may
retain,  or sell without notice, a number of such Shares sufficient to cover the
amount required to be withheld.

<PAGE>

ARTICLE XV

                              NO SHAREHOLDER RIGHTS

         No Participant shall have any voting or dividend rights or other rights
of a stockholder in respect of any Shares covered by a Stock Purchase  Agreement
prior to the time said Shares are actually purchased by him.


ARTICLE XVI

                          NO EMPLOYMENT OR OTHER RIGHTS

         In  no  event  shall  an  Employee's  or  Director's   eligibility   to
participate or participation in the Plan create or be deemed to create any legal
or equitable  right of the  Employee,  Director,  or any other party to continue
employment  by or service  with the  Company or any  Affiliate.  No  Employee or
Director shall have a right to be granted a Stock Purchase  Agreement or, having
received  a Stock  Purchase  Agreement,  the  right to again be  granted a Stock
Purchase  Agreement.  An  Employee  or  Director  who has been  granted  a Stock
Purchase Agreement however, if otherwise eligible,  may be granted an additional
Stock Purchase Agreement.

ARTICLE XVII

                                  GOVERNING LAW

         The Plan shall be governed by and construed in accordance with the laws
of the State of Colorado,  except to the extent that federal law shall be deemed
to apply.

                                   [Remainder of page intentionally left blank]


<PAGE>
            CONSENT OF TAUBER & BALSER, P.C., INDEPENDENT AUDITORS

         We consent  to the  incorporation  by  reference  in this  registration
statement of Lahaina Acquisitions, Inc. on Form S-8 of our report dated February
6, 2001 appearing in the Company's 10-K filed on February 15, 2001 (No. 0-27480)
pursuant to Rule 424(b) under the Securities Act of 1933.

                                         /s/ TAUBER & BALSER, P.C.


Atlanta, Georgia

March 30, 2001

<PAGE>




                                                         March 30, 2001

Lahaina Acquisitions, Inc.
Suite 220
5895 Windward Parkway
Alpharetta, GA  30005

Gentlemen:

         We have acted as counsel to Lahaina Acquisitions,  Inc. (the "Company")
in  connection  with the  filing of a  Registration  Statement  on Form S-8 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended,  to
compensate five employees electing to receive stock for services rendered in the
total  amount of  $186,019.66  in the form of  224,120  shares of the  Company's
common  stock,  no par value (the  "Employee  Shares")  and for the  issuance of
1,900,000  shares of the Company's  common stock,  no par value  authorized  for
issuance  under the  Company's  2001 Stock  Purchase  Plan (the  "Plan  Shares")
(collectively,  the "Shares").  In connection  therewith,  we have examined such
corporate  records,  certificates  of public  officials and other  documents and
records  as we have  considered  necessary  or proper  for the  purpose  of this
opinion.

         This opinion is limited by, and is in accordance  with,  the January 1,
1992 edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate  Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.

         Based on the foregoing,  and having regard to the legal  considerations
which we deem  relevant,  we are of the opinion  that the Shares  covered by the
Registration  Statement,  which may be issued  pursuant  to the  above-described
Agreements,  will, when issued, be legally issued, fully paid and nonassessable.
If and when  issued,  the  Employee  Shares  would be and must be treated as the
equivalent  of cash paid and received  back as the purchase of  securities.  The
Employee  Shares  would be issued in  compensation  for services a the rate of $
0.83 per share for  $186,019.66  of  services  performed.  None of the  services
performed and compensation issued therefore were direct or indirect  commissions
or compensation for raising funds for the Issuer.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to all  references to our firm included in or made a
part of the Registration Statement.

                                Very truly yours,

                               /s/ KUTAK ROCK LLP
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04-84146.01                                    2
As filed with the  Securities  and Exchange  Commission  on April 2, 2001.

                REGISTRATION STATEMENT NO. 333-_______________

                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    Form S-8

                            REGISTRATION STATEMENT

                                    UNDER

                           THE SECURITIES ACT OF 1933

                           LAHAINA ACQUISITIONS, INC.

            (Exact name of Registrant as specified in its Charter)

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

                        5895 Windward Parkway, Suite 220

                            Alpharetta, Georgia 30005

                                 (770) 754-6140

            (Address of Principal Executive Office, including Zip Code)

               Lahaina Acquisitions, Inc. 2001 Stock Purchase Plan

                                       and

                         Individual Compensation Plans
                            (Full Title of the Plans)

             L. Scott Demerau, President and Chief Executive Officer

                           Lahaina Acquisitions, Inc.

                        5895 Windward Parkway, Suite 220

                            Alpharetta, Georgia 30005

                                 (770) 754-6140

  (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:

                           Robert E. Altenbach, Esq.
                                   Kutak Rock

                                   Suite 2100

                             225 Peachtree St., N.E.

                             Atlanta, Georgia 30303

                                 (404) 222-4600
CALCULATION OF REGISTRATION FEE

========================= ====================== ======================= ====================== ======================
                                                    Proposed maximum       Proposed maximum
                                                     offering price       aggregate offering
 Title of securities to       Amount to be            per unit (2)             price (2)              Amount of
     be registered           registered (1)                                                       registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, no par

         value                  2,124,120                $1.03                $2,187,844               $546.96
========================= ====================== ======================= ====================== ======================
(1)    This  Registration  Statement  will also cover any  additional  shares of
       Common  Stock which  become  issuable  under the Stock  Purchase  Plan by
       reason of any stock  dividend,  stock  split,  recapitalization  or other
       similar  transaction   effected  without  the  Registrant's   receipt  of
       consideration  which  results  in  an  increase  in  the  number  of  the
       outstanding shares of the Registrant's Common Stock.

(2)    Estimated   solely  for  the  purpose  of   determining   the  amount  of
       registration  fee and  pursuant to Rules 457(c) and 457(h) of the General
       Rules and Regulations  under the Securities Act of 1933, based upon the 5
       day average of the high and low prices ending March 29, 2001.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.       Plan Information.*

Item 2        Registrant Information and Employee Plan Annual Information.*

* Information required by Part 1 to be contained in the Section 10(a) Prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         The  following  documents  filed by  Lahaina  Acquisitions,  Inc.  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:

         (a)  The Company's  Annual Report on Form 10-K for the fiscal year
              ended September 30, 2000, filed with the Commission on
              February 15, 2001;

         (b)  The Company's Quarterly Report on Form 10-Q for the quarter
              ended December 31,  2000, filed with the Commission on
              February 20, 2001;

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective   amendment  which  indicates  that  all  securities   registered
hereunder  have been issued or which  deregisters  all  securities  offered then
remaining unsold, shall be deemed incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement, including financial statements,  contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superceded for the purposes of this Registration Statement to the extent that
a statement  contained herein or in any other  subsequently filed document which
also is or is deemed to be incorporated by reference.
Item 4.       Description of Securities.

         Not applicable.

Item 5.       Interests of Named Experts or Counsel.

         Not applicable.

Item 6.       Indemnification of Directors and Officers.

         The Company's Amended and Restated Articles of Incorporation  limit the
liability of Directors to the maximum extent permitted by Colorado law. Colorado
law  provides  that a  corporation's  articles  of  incorporation  may contain a
provision  eliminating  or limiting  the personal  liability  of  directors  for
monetary damages for breach of their fiduciary  duties as Directors,  except for
liability:  (i) for any breach of their  duty of  loyalty to the  company or its
shareholders;  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law;  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in Section 7-108-403 of the Colorado  Business  Corporation Act; or (iv) for any
transaction from which the director derived an improper personal benefit.

         The Company's  Amended and Restated  Articles of Incorporation  provide
that the Company shall pay for or reimburse the reasonable  expenses incurred by
a Director who is a party to a proceeding in advance of final disposition of the
proceeding,  including  reasonable expenses incurred by a Director in connection
with the  enforcement  of this  indemnification  provision  if: (i) the Director
furnishes to the Company written affirmation of the Director's good faith belief
that he or she has met the standard of conduct described in Section 7-109-102 of
the  Colorado  Business  Corporation  Act;  (ii) the  Director  furnishes to the
Company a written  undertaking,  executed personally or on the Director's behalf
to repay the advance if it is ultimately  determined that he or she did not meet
the standard of conduct;  and (iii) a determination  is made that the facts then
known to those making the determination would not preclude indemnification under
Article 109 of the Colorado Business Corporation Act.

         The Company's  Restated Bylaws provide that the Company shall indemnify
its  Directors  and Officers and may  indemnify  its employees and agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Restated Bylaws covers at least  negligence and gross negligence on the part
of indemnified parties.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to Directors,  Officers or persons  controlling the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

Item 7.       Exemption from Registration Claimed.

         Not applicable.

Item 8.       Exhibits.

4.1      Stock for Services List

4.2      Lahaina Acquisitions, Inc. 2001 Stock Purchase Plan

5.1      Opinion of Kutak Rock LLP

23.1     Consent of Tauber & Balser, P.C.

23.2     Consent of Kutak Rock LLP (contained in Exhibit 5.1)

Item 9.       Undertakings.

         The Company hereby undertakes that it will:

         (a)  File, during any period in which it offers or sells securities, a
              post-effective amendment to this registration statement to:

              (i)   Include any prospectus required by Section 10(a)(3) of the
                    Securities Act;
(ii)  Reflect in the prospectus any facts or events which,
                    individually or  together,  represent a  fundamental change
                    in the  information  in the registration  statement.
                    Notwithstanding  the  foregoing,  any increase or decrease
                    in volume of  securities  offered (if the total dollar value
                    of securities  offered  would not exceed  that which was
                    registered)  and any deviation from the low or high end of
                    the estimated  maximum offering range may be  reflected in
                    the form of  prospectus  filed  with  the  Commission
                    pursuant  to Rule  424(b) if, in the  aggregate, the changes
                    in volume and price  represent no more than a twenty percent
                    (20%) change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective Registration Statement;

              (iii) Include any additional or changed material information on
                    the plan of distribution; provided, however, that the
                    undertakings  set forth in paragraph (i) and (ii) above do
                    not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic reports filed with or furnished to the Commission
                    by the Company  pursuant to Section 13(a) or 15(b) of the
                    Exchange Act that are incorporated by reference in this
                    Registration Statement;

         (b)  For determining liability under the Securities Act, treat each
              such post-effective  amendment as a new registration statement
              of the securities offered,  and the offering of the securities
              at that time to be the initial bona fide offering;

         (c)  File a post-effective amendment to remove from registration any of
              the securities that remain unsold at the end of the offering.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                   [Remainder of page intentionally left blank]
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Alpharetta, State of Georgia, on March 29, 2001.

                                      LAHAINA ACQUISITIONS, INC.

                                      ___________________________________
                                      L. Scott Demerau, President and
                                      Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

NAME                           TITLE                             DATE

________________________  President, Chief Executive   ___________________, 2001
L. Scott Demerau            Officer and Director

________________________  Executive VP, Chief          ___________________, 2001
Betty M. Sullivan         Operating Officer & Director

________________________  Chief Financial Officer      ___________________, 2001
Jacqueline L. Flynn

________________________  Director                     ___________________, 2001
Bart Siegel

________________________  Director                     ___________________, 2001
Anthony Mesiti

________________________  Director                     ___________________, 2001
Robert E. Altenbach
EXHIBIT 4.1

                        STOCK COMPENSATION AGREEMENTS*

                                         Amount of                    Number of                 Description of
                                       Compensation                    Shares                      Services
Judy Demerau                              $30,625.00                   36,898                      Employee

Scott Demerau                             $56,683.73                   68,293                      Employee

Gene Eisenberg                            $30,441.65                   36,677                      Employee

Betty Sullivan                            $41,666.66                   50,201                      Employee

Chic Demerau                              $26,602.62                   32,051                      Employee

Total                                    $186,019.66                   224,120                     ---------
*      The  employees  listed  herein have elected to receive stock for services
       rendered in the total amount of $186,019.66 in the form of 224,120 shares
       of the Company's common stock rather than cash compensation.

                                   EXHIBIT 4.2

               LAHAINA ACQUISITIONS, INC. 2001 STOCK PURCHASE PLAN

ARTICLE I

                                NAME AND PURPOSE

Section  1.01.  Name.  The  name  of the  plan  shall  be the  Lahaina
Acquisitions, Inc. 2001 Stock Purchase Plan (the "Plan").

Section  1.02.  Purpose  of the Plan.  The  purpose of the Plan is to enable the
Employees,   Consultants  and  Directors  of  Lahaina  Acquisitions,  Inc.  (the
"Company") to share in the growth and  prosperity of the Company by  encouraging
stock  ownership  by  Employees,  Consultants  and  Directors  and to assist the
Company to obtain and retain key management personnel.

Section 1.03.  Stock Issuance Terms.  Shares of common stock may be issued under
the Plan through direct and immediate  issuances without any intervening  option
grants.  Each  such  stock  issuance  shall  be  evidenced  by a Stock  Purchase
Agreement  which complies with the terms  specified  below (the "Stock  Purchase
Agreement").

ARTICLE II

                                   DEFINITIONS

         As used herein, the following definitions shall apply.

         "Affiliate"  has the  meaning  set forth in Rule  12b-2 of the  General
Rules and Regulations of the Securities Exchange Act of 1934, as amended.

         "Agreement"  shall mean a written  agreement entered into in accordance
with Section 1.03.

         "Board" shall mean the Board of Directors of the Company.
"Change of Control" means the approval by the Company's shareholders of
(a) a merger or  consolidation  of the Company with or into another  corporation
(other  than a merger or  consolidation  in which the  Company is the  surviving
corporation  and  which  does  not  result  in  any  capital  reorganization  or
reclassification  or other change in the Company's  then  outstanding  shares of
common  stock),  (b) a sale or disposition  of all or  substantially  all of the
Company's assets, or (c) a plan of liquidation or dissolution of the Company.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Committee" shall mean the Compensation  Committee of the Board. If the
Board does not have a  Compensation  Committee,  the Board shall  constitute the
Compensation Committee.

         "Common Stock" shall mean the common stock of the Company.

         "Company" shall mean Lahaina Acquisitions, Inc., a Colorado
corporation.

         "Consultant" shall mean any person, including an advisor, who is not an
employee  of  the  Company  but  who  renders  services  to the  Company  or any
Subsidiary or Affiliate and is compensated for such services.

         "Continuous  Service"  shall mean the  absence of any  interruption  or
termination  of  service  as an  Employee  or  Consultant  of the  Company  or a
Subsidiary or Affiliate.  Continuous Service shall not be considered interrupted
in the case of (a) sick  leave,  military  leave or any other  leave of  absence
approved by the Company,  (b) transfers between payroll locations of the Company
or  between  the  Company,  an  Affiliate  or  a  successor,  (c)  a  Director's
performance  of services in an  emeritus  or advisory  capacity,  or (d) changes
between  a  Participant's  status  as  an  Employee  or  Director  provided  the
Participant is continuously performing services for the Company or an Affiliate.

         "Director"  shall  mean any  member of the Board and any  member of the
board of directors of any Affiliate that the Board has by resolution  designated
as being eligible for participation in this Plan.

         "Disability"  shall mean a physical or mental  condition,  which in the
sole and absolute  discretion of the Committee,  is reasonably expected to be of
indefinite  duration and to substantially  prevent a Participant from fulfilling
his or her duties or responsibilities to the Company or an Affiliate.

         "Effective Date" shall mean the date specified in Article X hereof.

         "Employee"  shall  mean any  person  (including,  if  appropriate,  any
Officer or Director)  employed by the Company or by any  Subsidiary or Affiliate
of the  Company.  The Payment by the Company of a  director's  fee to a Director
shall not be  sufficient  to  constitute  "employment"  of such  Director by the
Company.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

         "Fair  Market  Value"  shall mean the fair  market  value of the Common
Stock, as determined under Section 6.02 hereof.

         "Named Executive" shall mean any individual who, on the last day of the
Company's  fiscal  year,  is the chief  executive  officer of the Company (or is
acting in such capacity) or among the four most highly  compensated  officers of
the Company (other than the chief executive officer).  Such officer status shall
be determined pursuant to the executive compensation  disclosure rules under the
Exchange Act.

         "Participant"  shall mean any person who receives an Agreement pursuant
to the Plan.

         "Permanent  and Total  Disability"  shall mean,  as  determined  by the
Committee,  an illness or injury of a potentially permanent nature,  expected to
last for a  continuous  period of at least  twelve (12)  months,  certified by a
physician  selected by or  satisfactory  to the  Committee,  which  prevents the
Participant  from  engaging in any  occupation  for wage or profit for which the
Participant is reasonably fitted by training, education or experience.
"Plan" shall mean this Lahaina Acquisitions, Inc. 2001 Stock Purchase
Plan.

         "Rule 16b-3" shall mean Rule 16b-3  promulgated under the Exchange Act,
as amended, or any successor provision.

         "Share" shall mean one share of Common Stock.

ARTICLE III

                          TERM OF THE PLAN AND OPTIONS

         This Plan shall  remain in effect  until  terminated  by the Board,  or
until the date on which all shares  available for issuance  under the Plan shall
have been issued.

ARTICLE IV

                           SHARES SUBJECT TO THE PLAN

         Except as otherwise  required under Article 7, the aggregate  number of
Shares  deliverable  under  the Plan  shall be in such  amounts  as the Board of
Directors or the Compensation  Committee shall determine from time to time. Such
Shares may either be authorized but unissued Shares, Shares held in treasury, or
Shares held in a grantor trust  created by the Company.  The number of shares of
common stock initially reserved for issuance over the term of the Plan shall not
exceed 1,900,000 shares.

ARTICLE V

                           ADMINISTRATION OF THE PLAN

Section 5.01.  Composition of the Committee.  The Committee shall administer the
Plan. In the absence at any time of a duly appointed Committee,  the Board shall
administer the Plan.

Section  5.02.  Powers  of the  Committee.  Except  as  limited  by the  express
provisions  of the Plan or by  resolutions  adopted by the Board,  the Committee
shall  have  sole  and  complete   authority  and   discretion   (a)  to  select
Participants,  (b) to interpret the Plan,  (c) to  prescribe,  amend and rescind
rules and regulations relating to the Plan, and (d) to make other determinations
necessary or advisable for the  administration  of the Plan. The Committee shall
have and may exercise  such other power and the Board may delegate  authority as
to it from time to time. A majority of the entire  Committee shall  constitute a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is  present,  or acts  approved  in writing by a majority  of the
Committee without a meeting, shall be deemed the action of the Committee.

Section 5.03. Agreement.  Each Stock Purchase Agreement granted by the Committee
shall be evidenced by a written  agreement  containing such provisions as may be
approved  by the  Committee.  Each such  Agreement  shall  constitute  a binding
contract  between the  Company and the  Participant  and every  Participant  who
enters into an  Agreement  shall be bound by the terms and  restrictions  of the
Plan and of such  Agreement.  The terms of each Agreement shall be in accordance
with the Plan,  but each  Agreement may include such  additional  provisions and
restrictions  as the Committee,  in its discretion may determine,  provided that
such additional  provisions and restrictions are not inconsistent with the terms
of the Plan. In particular,  the Committee shall set forth in each Agreement (a)
the Price of the Shares,  (b) the number of Shares and (c) the restrictions,  if
any,  placed upon such Agreement or upon Shares which may be issued  pursuant to
such Agreement.

         The Chairman of the Committee and such other  Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients.

Section 5.04.     Effect of the Committee's  Decisions.  All decisions,
determinations and  interpretations of the Committee shall be final and
conclusive on all persons affected thereby.
Section   5.05.   Indemnification.   In  addition   to  such  other   rights  of
indemnification  as they  may  have,  the  members  of the  Committee  shall  be
indemnified  by the  Company  in  connection  with any  claim,  action,  suit or
proceeding relating to any action taken or failure to act under or in connection
with the Plan to the full  extent  provided  for under the  Company's  governing
instruments with respect to the indemnification of Directors.

ARTICLE VI

                                 PURCHASE PRICE

Section 6.01.     Purchase Price.

         The per share purchase price for the Shares to be issued pursuant to an
Agreement  shall be such price as is determined by the  Committee,  but shall be
the lesser of $1.05 per share or the Fair Market Value of such shares issued.

Section 6.02.  Standards for Determining  Fair Market Value.  The Fair Market
Value of the Shares shall be determined as follows:

(a)      If the Common Stock is listed on any  established  stock  exchange or a
         national market system including without limitation the National Market
         of the National  Association  of  Securities  Dealers,  Inc.  Automated
         Quotation ("NASDAQ") System, its Fair Market Value shall be the average
         of the  closing  bid price for such stock for the five (5) days prior
         to an  Agreement as quoted on such  system or  exchange,  as  reported
         in The Wall Street Journal or such other source as the Committee
         deems reliable;

(b)      If the  Common  Stock is quoted on the  NASDAQ  System  (but not on the
         National Market thereof) or regularly quoted by a recognized securities
         dealer but selling prices are not reported, its Fair Market Value shall
         be the average of the closing bid price for the Common Stock for the
         five (5) days prior to an Agreement; or

(c)      In the absence of an established  market for the Common Stock, the Fair
         Market  Value  thereof  shall  be  determined  in  good  faith  by  the
         Committee.

Section 6.03.  Procedure for  Purchase.  A Participant  may purchase the Shares,
only by (a) written  notice of intent to purchase  such Shares with respect to a
specified  number of Shares,  and (b) payment to the Company  (contemporaneously
with delivery of such notice) (i) in cash, (ii) by check, (iii) by delivery of a
promissory note with such recourse, interest, security and redemption provisions
as the Committee  determines  to be  appropriate  (subject to the  provisions of
Section 153 of the Delaware General  Corporation Law); provided that the term of
such promissory note shall not exceed twelve (12) months,  (iv) by assuming debt
of  the  Company  under  such  terms  and  conditions  as  the  Committee  deems
appropriate,  provided that,  the Company is relieved of the debt  obligation to
the creditor whose debt is assumed;  or (v) any combination of (i) through (iv).
Each such notice (and payment where required)  shall be delivered,  or mailed by
prepaid  registered  or  certified  mail,  addressed  to the  President or Chief
Executive Officer of the Company at its executive offices.  Section 6.04. Effect
of  the  Committee's   Decisions.   The  Committee's   determination  whether  a
Participant's  Continuous  Service has ceased,  and the effective  date thereof,
shall be final and conclusive on all persons affected thereby.

ARTICLE VII

                      CHANGE IN CONTROL; EFFECT OF CHANGES

                       IN COMMON STOCK SUBJECT TO THE PLAN

Section  7.01.  Recapitalizations;  Stock  Splits,  Etc.  The number and kind of
Shares reserved for issuance under the Plan, shall be  proportionately  adjusted
for any increase,  decrease, change or exchange of Shares for a different number
or kind of  shares or other  securities  of the  Company  which  results  from a
merger, consolidation, recapitalization, reorganization, reclassification, stock
dividend, split-up,  combination of shares, or similar event in which the number
or kind of shares is changed without the receipt or payment of  consideration by
the Company.
Section 7.02.  Transactions in which the Company is Not the Surviving Entity. In
the event of (a) the liquidation or dissolution of the Company,  (b) a merger or
consolidation in which the Company is not the surviving  entity, or (c) the sale
or disposition of all or  substantially  all of the Company's assets (any of the
foregoing  to be referred to herein as a  "Transaction"),  all Shares  under the
Plan shall be  equitably  adjusted  for any change or  exchange  of Shares for a
different  number or kind of shares or other  securities  which results from the
Transaction.

Section 7.03.  Conditions  and  Restrictions  on New,  Additional,  or Different
Shares or  Securities.  If, by reason of any  adjustment  made  pursuant to this
Article VII, a Participant  becomes  entitled to new,  additional,  or different
shares of stock or  securities,  then,  except  as  expressly  provided  in this
Article VII, such new,  additional,  or different  shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions  which were
applicable  to the Shares  pursuant  to this Plan and any  applicable  Agreement
before the adjustment was made. No fractional  shares of Company Stock resulting
from any adjustments made pursuant to this Article VII shall be issued,  but the
Fair Market Value of any such  fractional  share shall be paid in cash upon such
exercise.

Section 7.04. Other Issuances. Except as expressly provided in this Section, the
issuance by the Company,  a Subsidiary or an Affiliate of shares of stock of any
class, or of securities  convertible  into Shares or stock of another class, for
cash or property  or for labor or  services  either upon direct sale or upon the
exercise of rights or warrants to subscribe  therefor,  shall not affect, and no
adjustment  shall be made with  respect  to, the  number,  or class of Shares or
reserved for issuance under the Plan.

ARTICLE VIII

                NON-TRANSFERABILITY OF STOCK PURCHASE AGREEMENTS

         Stock  Purchase  Agreements  may  not  be  sold,   pledged,   assigned,
hypothecated,  transferred or disposed of in any manner other than by will or by
the laws of descent and distribution.

ARTICLE IX

                   TIME OF GRANTING STOCK PURCHASE AGREEMENTS

         The date of a Stock Purchase Agreement shall, for all purposes,  be the
later of the date on which the  Committee  makes the  determination  of granting
such  Stock  Purchase   Agreement  and  the  Effective   Date.   Notice  of  the
determination  shall  be  given  to each  Participant  to whom a Stock  Purchase
Agreement is so granted within a reasonable time after the date of such grant.

ARTICLE X

                                 EFFECTIVE DATE

         The Plan shall  become  effective March 29, 2001,  subject to its
approval by a favorable  vote of at least a majority  of the total votes cast at
a duly called meeting, or written consent in lieu thereof, of the Company's
stockholders held in accordance with Applicable Laws.

ARTICLE XI

                      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may from time to time  amend the terms of the Plan and,  with
respect to any  Shares at the time not  subject  to Stock  Purchase  Agreements,
suspend or terminate the Plan. No amendment,  suspension or  termination  of the
Plan  shall,  without the consent of any  affected  holders of a Stock  Purchase
Agreement,  alter or impair any rights or  obligations  under any Stock Purchase
Agreement theretofore granted.
ARTICLE XII

                       CONDITIONS UPON ISSUANCE OF SHARES

Section 12.01. Investment Assurances. The Company may require a Participant,  as
a condition of acquiring stock under any Stock Purchase  Agreement,  (i) to give
written assurances satisfactory to the Company as to the Participant's knowledge
and  experience in financial and business  matters  and/or to employ a purchaser
representative  reasonably  satisfactory to the Company who is knowledgeable and
experienced  in financial and business  matters and that he or she is capable of
evaluating, alone or together with the purchaser representative,  the merits and
risks of purchasing Shares; and (ii) to give written assurances  satisfactory to
the Company  stating that the  Participant is acquiring the stock subject to the
Stock  Purchase  Agreement  for the  Participant's  own account and not with any
present intention of selling or otherwise  distributing the stock. The foregoing
requirements,  and any assurances given pursuant to such requirements,  shall be
inoperative if (iii) the issuance of the shares upon  acquisition of stock under
the  Stock  Purchase  Agreement  has  been  registered  under  a then  currently
effective  registration  statement  under the  Securities  Act or (iv) as to any
particular requirement,  a determination is made by counsel for the Company that
such requirement need not be met in the circumstances  under the then applicable
securities  laws. The Company may, upon advice of counsel to the Company,  place
legends  on stock  certificates  issued  under  the Plan as such  counsel  deems
necessary or appropriate  in order to comply with  applicable  securities  laws,
including, but not limited to, legends restricting the transfer of the stock.

Section  12.02.  Special  Circumstances.  The inability of the Company to obtain
approval from any regulatory body or authority  deemed by the Company's  counsel
to be necessary to the lawful  issuance and sale of any Shares  hereunder  shall
relieve the Company of any liability in respect of the  non-issuance  or sale of
such Shares.  As a condition to the purchase of Shares,  the Company may require
the person purchasing the Shares to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

Section 12.03.  Repurchase Right;  Damages.  The Company shall have the right to
forfeit Shares in exchange for any Purchase Price paid by the Participant that a
Participant  receives pursuant to a Stock Purchase  Agreement if the Participant
breaches a noncompetition  provision in any unexpired employment,  consulting or
other written agreement between the Participant and the Company or an Affiliate.
If a Participant has disposed of such Shares,  the Company may seek compensatory
damages from the Participant,  as well as seek specific performance for the sale
to the Company of such other Shares that the  Participant  owns or controls (but
only  to  the  extent  necessary  to  provide  the  Company  with  the  recovery
contemplated in the preceding sentence).

Section 12.04.    Committee  Discretion.  The  Committee  shall  have the
discretionary  authority  to  impose  in Agreements such restrictions on Shares
as it may deem appropriate or desirable.

ARTICLE XIII

                              RESERVATION OF SHARES

         The  Company,  during  the  term of the  Plan,  will  reserve  and keep
available a number of Shares sufficient to satisfy the requirements of the Plan.

ARTICLE XIV

                                 WITHHOLDING TAX

         As a condition of the purchase of Shares  granted  under the Plan,  the
Participant (or in the case of the  Participant's  death, the person  purchasing
the Shares)  shall make such  arrangements  as the Committee may require for the
satisfaction of any applicable federal,  state, local or foreign withholding tax
obligations  that may arise in connection  with the Purchase and the issuance of
Shares.  The Company  shall not be  required to issue any Shares  under the Plan
until such  obligations are satisfied.  The Committee,  in its  discretion,  may
permit  the  Participant  to satisfy  the  obligation,  in whole or in part,  by
irrevocably  electing to have the Company withhold Shares,  or to deliver to the
Company Shares that he already owns, having a value equal to the amount required
to be  withheld.  The value of the Shares to be  withheld,  or  delivered to the
Company,  shall be based on the Fair Market  Value of the Shares on the date the
amount of tax to be withheld is determined.  As an alternative,  the Company may
retain,  or sell without notice, a number of such Shares sufficient to cover the
amount required to be withheld.
ARTICLE XV

                              NO SHAREHOLDER RIGHTS

         No Participant shall have any voting or dividend rights or other rights
of a stockholder in respect of any Shares covered by a Stock Purchase  Agreement
prior to the time said Shares are actually purchased by him.

ARTICLE XVI

                          NO EMPLOYMENT OR OTHER RIGHTS

         In  no  event  shall  an  Employee's  or  Director's   eligibility   to
participate or participation in the Plan create or be deemed to create any legal
or equitable  right of the  Employee,  Director,  or any other party to continue
employment  by or service  with the  Company or any  Affiliate.  No  Employee or
Director shall have a right to be granted a Stock Purchase  Agreement or, having
received  a Stock  Purchase  Agreement,  the  right to again be  granted a Stock
Purchase  Agreement.  An  Employee  or  Director  who has been  granted  a Stock
Purchase Agreement however, if otherwise eligible,  may be granted an additional
Stock Purchase Agreement.

ARTICLE XVII

                                  GOVERNING LAW

         The Plan shall be governed by and construed in accordance with the laws
of the State of Colorado,  except to the extent that federal law shall be deemed
to apply.

                                   [Remainder of page intentionally left blank]
CONSENT OF TAUBER & BALSER, P.C., INDEPENDENT AUDITORS

         We consent  to the  incorporation  by  reference  in this  registration
statement of Lahaina Acquisitions, Inc. on Form S-8 of our report dated February
6, 2001 appearing in the Company's 10-K filed on February 15, 2001 (No. 0-27480)
pursuant to Rule 424(b) under the Securities Act of 1933.

                                         /s/ TAUBER & BALSER, P.C.

Atlanta, Georgia

March 30, 2001
March 30, 2001

Lahaina Acquisitions, Inc.
Suite 220
5895 Windward Parkway
Alpharetta, GA  30005

Gentlemen:

         We have acted as counsel to Lahaina Acquisitions,  Inc. (the "Company")
in  connection  with the  filing of a  Registration  Statement  on Form S-8 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended,  to
compensate five employees electing to receive stock for services rendered in the
total  amount of  $186,019.66  in the form of  224,120  shares of the  Company's
common  stock,  no par value (the  "Employee  Shares")  and for the  issuance of
1,900,000  shares of the Company's  common stock,  no par value  authorized  for
issuance  under the  Company's  2001 Stock  Purchase  Plan (the  "Plan  Shares")
(collectively,  the "Shares").  In connection  therewith,  we have examined such
corporate  records,  certificates  of public  officials and other  documents and
records  as we have  considered  necessary  or proper  for the  purpose  of this
opinion.

         This opinion is limited by, and is in accordance  with,  the January 1,
1992 edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate  Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.

         Based on the foregoing,  and having regard to the legal  considerations
which we deem  relevant,  we are of the opinion  that the Shares  covered by the
Registration  Statement,  which may be issued  pursuant  to the  above-described
Agreements,  will, when issued, be legally issued, fully paid and nonassessable.
If and when  issued,  the  Employee  Shares  would be and must be treated as the
equivalent  of cash paid and received  back as the purchase of  securities.  The
Employee  Shares  would be issued in  compensation  for services a the rate of $
0.83 per share for  $186,019.66  of  services  performed.  None of the  services
performed and compensation issued therefore were direct or indirect  commissions
or compensation for raising funds for the Issuer.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to all  references to our firm included in or made a
part of the Registration Statement.

                                Very truly yours,

                               /s/ KUTAK ROCK LLP