As filed with the Securities and Exchange Commission on July 6, 2000.

     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                        (I.R.S.  Employer
of 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. AMENDED AND RESTATED 1999 STOCK OPTION PLAN
                  JULY 1, 1999 CONSULTING AGREEMENT, AS AMENDED
                            (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
<TABLE>
========================= ====================== ======================= ====================== ======================
<S>                          <C>                   <C>                   <C>                     <C>
                                                    Proposed maximum       Proposed maximum
                                                     offering price       aggregate offering
 Title of securities to       Amount to be              per unit                 price                Amount of
     be registered             registered                                                         registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

  Common Stock, no par
         value                  1,112,500                 3.00              $3,337,500                 $667.50
========================= ====================== ======================= ====================== ======================
</TABLE>
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participating  employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof,  taken together,  constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     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/A for the fiscal year ended
September 30,  1999,  filed with the  Commission  on January  14, 2000 (File No.
000-27480);

     (b) The  Company's  Quarterly  Report on Form 10-Q/A for the quarter  ended
December 31, 1999, filed with the Commission on February 14, 2000;

     (c) The  Company's  Quarterly  Report on Form 10-Q/A for the quarter  ended
March 31, 2000, filed with the Commission on April 25, 2000;

     (d) The  Company's  Current  Report on Form 8-K/A,  dated  January 18, 2000
filed with the Commission on March 31, 2000; and

     (e) The Company's Current Report on Form 8-K/A, dated March 31, 2000, filed
with the Commission on March 31, 2000.

     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.

                                       1
<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.

                                       2
<PAGE>

Item 7.       Exemption from Registration Claimed.

     With  respect to the 400,000  shares of Common Stock  originally  issued to
Accent  Associates,  LLC, a Georgia limited liability  company,  pursuant to the
July 9, 1999 Consulting  Agreement as amended,  said shares were  distributed to
Charles W. Demerau ("Consultant"),  the sole member of Accent Associates, LLC in
reliance upon exemption from  registration  under the Securities Act pursuant to
Section 4(2) thereof. The above-described transaction did not involve any public
offering.

     Not applicable  with respect to the 762,500 shares of the Company's  Common
Stock  which  may be  issued  to L.  Scott  Demerau,  Judith  Demerau  and Betty
Sullivan,  Gene  Eisenberg,  Steve  Cunningham  and  Sherry  Sagemiller,  each a
resident  of  the  State  of  Georgia  (collectively,   the  "Option  Holders"),
subsequent to the filing of this Registration  Statement pursuant to the Lahaina
Acquisitions,  Inc. Amended and Restated 1999 Stock Option Plan. Under the terms
and conditions of the Lahaina Acquisitions, Inc. Amended and Restated 1999 Stock
Option Plan,  each of the Option  Holders shall be granted the right to purchase
the Company's Common Stock as set forth below:
<TABLE>
        <S>               <C>      <C>
         L. Scott Demerau  315,625  shares
         Judith Demerau    209,375  shares
         Betty Sullivan    209,375  shares
         Gene Eisenberg      9,375  shares
         Steve Cunningham    9,375  shares
         Sherry Sagemiller   9,375  shares
</TABLE>

Item 8.       Consultants and Advisors.

     As a  result  of an  amendment  to the  Consulting  Agreement  with  Accent
Associates,  LLC correcting  the number of shares of the Company's  Common Stock
issued as compensation from 1,000,000 shares to 1,400,000 shares and pursuant to
this  Registration  Statement,  350,000  shares  are being  registered  for sale
hereunder.  Accent Associates, LLC was retained by Accent Holdings, Inc. ("AHI")
and The  Accent  Group,  Inc.  ("AGI")  and as a result of the  merger  with the
Company,  Accent  Associates,  LLC acquired the shares of the  Company's  Common
Stock.

     Pursuant to the Consulting Agreement, the Consultant provided the following
services to or on behalf of AGI and AHI:

Identification of additional real property acquisition targets to provide growth
for the real estate development business (included herein was the procurement
and assignment of options to acquire certain tracts of land).

                                       3

<PAGE>


Item 9.       Exhibits.

4.1      Lahaina Acquisitions, Inc. Amended and Restated 1999 Stock Option Plan

4.2      July 9, 1999 Consulting Agreement*

4.3      Amendment to Consulting Agreement

5.1      Opinion of Kutak Rock

23.1     Consent of Deloitte & Touche, LLP

23.2     Consent of Holland Shipes Vann, P.C.

* Incorporated by reference to the relevant exhibit to the Lahaina Acquisitions
In. Registration Statement Filed on Form S-8 (SEC File No. 124169) as filed with
the Securities and Exchange Commission.

Item 10.      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;

                                       4
<PAGE>

     (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.]

                                       5


<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
July 6, 2000.

                                           LAHAINA ACQUISITIONS, INC.



                                           /s/ L. Scott Demerau
                                           _____________________________
                                           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


/s/ L. Scott Demerau
________________________      Director                 July 6, 2000
L. Scott Demerau


/s/ Betty Sullivan
________________________      Director                 July 6, 2000
Betty Sullivan


                                       6

<PAGE>

     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


/s/ Bart Siegel
________________________      Director                 July 6, 2000
Bart Siegel


/s/ Sherry Sagemiller
________________________      Director                 July 6, 2000
Sherry Sagemiller


/s/ Robert E. Altenbach
________________________      Director                 July 6, 2000
Robert E. Altenbach


                                       7

<PAGE>

                                  EXHIBIT INDEX

4.1      Stock Option Plan

4.3      Amendment to Consulting Agreement

5.1      Opinion of Kutak Rock LLP

23.1     Consent of Deloitte & Touche, LLP

23.2     Consent of Holland Shipes Vann, P.C.


                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17855}]
{"company-data": {"conformed-name": "LAHAINA ACQUISITIONS INC", "cik": "0000855684", "assigned-sic": "6500", "irs-number": "841325695", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40894", "film-number": "668274"}, "business-address": {"street1": "5895 WINDWARD PARKWAY", "street2": "SUITE 220", "city": "ALPHARETTA", "state": "GA", "zip": "30005", "phone": "7707546140"}, "mail-address": {"street1": "5895 WINDWARD PARKWAY", "street2": "SUITE 220", "city": "ALPHARETTA", "state": "GA", "zip": "30005"}}
As filed with the Securities and Exchange Commission on July 6, 2000.

     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                        (I.R.S.  Employer
of 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. AMENDED AND RESTATED 1999 STOCK OPTION PLAN
                  JULY 1, 1999 CONSULTING AGREEMENT, AS AMENDED
                            (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                 price                Amount of
     be registered             registered                                                         registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

  Common Stock, no par
         value                  1,112,500                 3.00              $3,337,500                 $667.50
========================= ====================== ======================= ====================== ======================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participating  employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof,  taken together,  constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     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/A for the fiscal year ended
September 30,  1999,  filed with the  Commission  on January  14, 2000 (File No.
000-27480);

     (b) The  Company's  Quarterly  Report on Form 10-Q/A for the quarter  ended
December 31, 1999, filed with the Commission on February 14, 2000;

     (c) The  Company's  Quarterly  Report on Form 10-Q/A for the quarter  ended
March 31, 2000, filed with the Commission on April 25, 2000;

     (d) The  Company's  Current  Report on Form 8-K/A,  dated  January 18, 2000
filed with the Commission on March 31, 2000; and

     (e) The Company's Current Report on Form 8-K/A, dated March 31, 2000, filed
with the Commission on March 31, 2000.

     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.

                                       1
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.

                                       2
Item 7.       Exemption from Registration Claimed.

     With  respect to the 400,000  shares of Common Stock  originally  issued to
Accent  Associates,  LLC, a Georgia limited liability  company,  pursuant to the
July 9, 1999 Consulting  Agreement as amended,  said shares were  distributed to
Charles W. Demerau ("Consultant"),  the sole member of Accent Associates, LLC in
reliance upon exemption from  registration  under the Securities Act pursuant to
Section 4(2) thereof. The above-described transaction did not involve any public
offering.

     Not applicable  with respect to the 762,500 shares of the Company's  Common
Stock  which  may be  issued  to L.  Scott  Demerau,  Judith  Demerau  and Betty
Sullivan,  Gene  Eisenberg,  Steve  Cunningham  and  Sherry  Sagemiller,  each a
resident  of  the  State  of  Georgia  (collectively,   the  "Option  Holders"),
subsequent to the filing of this Registration  Statement pursuant to the Lahaina
Acquisitions,  Inc. Amended and Restated 1999 Stock Option Plan. Under the terms
and conditions of the Lahaina Acquisitions, Inc. Amended and Restated 1999 Stock
Option Plan,  each of the Option  Holders shall be granted the right to purchase
the Company's Common Stock as set forth below:
L. Scott Demerau  315,625  shares
         Judith Demerau    209,375  shares
         Betty Sullivan    209,375  shares
         Gene Eisenberg      9,375  shares
         Steve Cunningham    9,375  shares
         Sherry Sagemiller   9,375  shares
Item 8.       Consultants and Advisors.

     As a  result  of an  amendment  to the  Consulting  Agreement  with  Accent
Associates,  LLC correcting  the number of shares of the Company's  Common Stock
issued as compensation from 1,000,000 shares to 1,400,000 shares and pursuant to
this  Registration  Statement,  350,000  shares  are being  registered  for sale
hereunder.  Accent Associates, LLC was retained by Accent Holdings, Inc. ("AHI")
and The  Accent  Group,  Inc.  ("AGI")  and as a result of the  merger  with the
Company,  Accent  Associates,  LLC acquired the shares of the  Company's  Common
Stock.

     Pursuant to the Consulting Agreement, the Consultant provided the following
services to or on behalf of AGI and AHI:

Identification of additional real property acquisition targets to provide growth
for the real estate development business (included herein was the procurement
and assignment of options to acquire certain tracts of land).

                                       3
Item 9.       Exhibits.

4.1      Lahaina Acquisitions, Inc. Amended and Restated 1999 Stock Option Plan

4.2      July 9, 1999 Consulting Agreement*

4.3      Amendment to Consulting Agreement

5.1      Opinion of Kutak Rock

23.1     Consent of Deloitte & Touche, LLP

23.2     Consent of Holland Shipes Vann, P.C.

* Incorporated by reference to the relevant exhibit to the Lahaina Acquisitions
In. Registration Statement Filed on Form S-8 (SEC File No. 124169) as filed with
the Securities and Exchange Commission.

Item 10.      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;

                                       4
(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.]

                                       5
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
July 6, 2000.

                                           LAHAINA ACQUISITIONS, INC.

                                           /s/ L. Scott Demerau
                                           _____________________________
                                           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

/s/ L. Scott Demerau
________________________      Director                 July 6, 2000
L. Scott Demerau

/s/ Betty Sullivan
________________________      Director                 July 6, 2000
Betty Sullivan

                                       6
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

/s/ Bart Siegel
________________________      Director                 July 6, 2000
Bart Siegel

/s/ Sherry Sagemiller
________________________      Director                 July 6, 2000
Sherry Sagemiller

/s/ Robert E. Altenbach
________________________      Director                 July 6, 2000
Robert E. Altenbach

                                       7
EXHIBIT INDEX

4.1      Stock Option Plan

4.3      Amendment to Consulting Agreement

5.1      Opinion of Kutak Rock LLP

23.1     Consent of Deloitte & Touche, LLP

23.2     Consent of Holland Shipes Vann, P.C.

                                       8