8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                FORM 8-K/A NO. 2


                                 CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

               DATE OF EARLIEST EVENT REPORTED: FEBRUARY 3, 1999

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



            COLORADO                       0-27480              84-1325695
(STATE OF OTHER JURISDICTION OF       (COMMISSION FILE         (IRS EMPLOYER
 INCORPORATION OR ORGANIZATION)             NO.)            IDENTIFICATION NO.)


                                 (770) 754-6140
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 NOT APPLICABLE
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

In February, 1999, the Registrant reported that Millward and Co. ("Millward"),
who had served as principal accountant to audit the financial statements of the
Registrant, resigned from its engagement with the Registrant. The Registrant
also reported that, following such resignation, the Board of Directors of the
Registrant approved the engagement of Bearden & Smith ("Bearden") as the
Registrant's principal accountant and replacement for Millward. Prior to such
time, Bearden had provided accounting consulting services to the Registrant
relating to the preparation of historical financials for a recently acquired
subsidiary. Notwithstanding the approval by the Registrant's Board of Directors
of the engagement of Bearden as principal accountant, Bearden continued to
provide solely accounting consulting services to the Registrant. The role of
principal accountant for the Registrant was ultimately filled by Kenneth R.
Walters, P.A. ("Walters"), who was initially engaged with approval of the Board
of Directors to provide auditing services with respect to fiscal 1998 financial
statements of the Registrant in connection with the filing of a registration
statement by the Registrant. During 1999, with the approval of the Board of
Directors of the Registrant, Walters has continued to act as principal
accountant and replacement for Millward. Walters did not prepare or review the
financial statements of the Registrant for the quarter ended June 30, 1999.

Millward's report on the Registrant's financial statements for each of the last
two years did not contain an adverse opinion or a disclaimer of opinion, nor
was it qualified or modified as to uncertainty, audit scope, or accounting
principles.

During the Registrant's two most recent fiscal years and the subsequent interim
period preceding the resignation of Millward, there were no disagreements with
Millward on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of Millward, would have caused it to make a
reference to the subject matter of the disagreement(s) in connection with its
report.

Millward did not advise the Registrant during the Registrant's two most recent
fiscal years or during the subsequent interim period preceding Millward's
resignation:

         (a)      that the internal controls necessary for the Registrant to
                  develop reliable financial statements did not exist;

         (b)      that information had come to its attention that had led it to
                  no longer be able to rely on management's representations, or
                  that had made it unwilling to be associated with the
                  financial statements prepared by management;

         (c)      of the need to expand significantly the scope of its audit,
                  or that information had come to its attention during the two
                  most recent fiscal years or any subsequent interim period
                  that if further investigated might (i) materially have
                  impacted the


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                  fairness or reliability of either: a previously issued audit
                  report or the underlying financial statements, or the
                  financial statements issued or to be issued covering the
                  fiscal period(s) subsequent to the date of the most recent
                  financial statements covered by an audit report or (ii) have
                  caused it to be unwilling to rely on management's
                  representations or be associated with the Registrant's
                  financial statements; or

         (d)      that information had come to its attention that it had
                  concluded materially impacts the fairness or reliability of
                  either (i) a previously issued audit report or the underlying
                  financial statements, or (ii) the financial statements issued
                  or to be issued covering the fiscal period(s) subsequent to
                  the date of the most recent financial statements covered by
                  an audit report.

Millward was authorized by the Registrant to respond fully to inquiries of
Bearden.

During the two most recent fiscal years and during the interim period prior to
engaging Walters, neither the Registrant nor anyone on its behalf consulted
Walters regarding either: (a) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial statements, and
neither a written report nor oral advice was provided to the Registrant that
Walters concluded was an important factor considered by the Registrant in
reaching a decision as to an accounting, auditing or financial reporting issue;
or (b) any matter that was the subject of either a disagreement or any other
event described above.

ITEM 7.  FINANCIAL STATEMENTS TO THE EXHIBITS

(c)      Exhibit Index

         Number   Description

         16.3     Letter from Kenneth R. Walters, P.A. re Change in Certifying
                  Accountant


                            [SIGNATURE PAGE FOLLOWS]


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                                   SIGNATURES

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

                                            Lahaina Acquisitions, Inc.
                                            (REGISTRANT)

                                             /s/ L. Scott Demerau
                                            ---------------------------------
September 16, 1999                          Name:  L. Scott Demerau
                                            Title: President


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EX-16.3

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                     [Kenneth R. Walters, P.A. Letterhead]





September 15, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Lahaina Acquisitions, Inc.

Dear Sir/Madam:

I have read the disclosures made by the Registrant in their form 8-K and am in
agreement with the statements contained therein.

Sincerely,

/s/ Kenneth R. Walters
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Kenneth R. Walters, P.A.


cc: Mr. Scott Demerau
5895 Windward Parkway, Suite 200
Alpharetta, GA 30005