LAHAINA ACQUISITIONS INC
SC 13D, 1997-06-03
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934



                           LAHAINA ACQUISITIONS, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                           Common Stock, No Par Value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    507275105
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

    Michael G. Platner, Esq., Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
                       500 East Las Olas Blvd.,Suite 1400,
                  Fort Lauderdale, Florida 33394 (954) 462-2000
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

               __________________________________________________


                                  May 27, 1997
              -----------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

The Exhibit Index is located on page 5.

                                   Page 1 of 5


                                                               SEC 1746 (12-91)


<PAGE>

                                  SCHEDULE 13D
 
CUSIP No.       507275105                 Page      2      of      5      Pages
          ---------------------                 -----------    -----------


<TABLE>
<CAPTION>

<S>        <C>    
- ---------------------------------------------------------------------------------------------------
1        | NAME OF REPORTING PERSON
         | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         |
         | GRAHAM M. COOPER
         | 
- ---------------------------------------------------------------------------------------------------
2        | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                (a)|_|
         | 
         | N/A                                                                              (b)|_|
- ---------------------------------------------------------------------------------------------------
3        | SEC USE ONLY
         |
- ---------------------------------------------------------------------------------------------------
4        | SOURCE OF FUNDS*
         |
         | 
         | WC
- ---------------------------------------------------------------------------------------------------
5        | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 
         | 
         | N/A
- ---------------------------------------------------------------------------------------------------
6        | CITIZENSHIP OR PLACE OF ORGANIZATION
         |
         | THE BAHAMAS         |
- ---------------------------------------------------------------------------------------------------
     Number of      |    7       SOLE VOTING POWER            750,000 
       Shares       |------------------------------------------------------------------------------
    Beneficially    |    8       SHARED VOTING POWER          0                                 
      Owned by      |------------------------------------------------------------------------------
        Each        |    9       SOLE DISPOSITIVE POWER       750,000           
     Reporting      |------------------------------------------------------------------------------
       Person       |   10       SHARED DISPOSITIVE POWER     0                                 
        With        |
- ---------------------------------------------------------------------------------------------------
11      |  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        |
        |  750,000 
- ---------------------------------------------------------------------------------------------------
12      |  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*             
        | 
        |  0 
- ---------------------------------------------------------------------------------------------------
13      |  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        |
        |  75.26% 
        |
- ---------------------------------------------------------------------------------------------------
14      |  TYPE OF REPORTING PERSON*
        |
        |  IN
        |
- ---------------------------------------------------------------------------------------------------
</TABLE>
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION


<PAGE>

Item 1.  Security and Issuer
- ----------------------------

Common Stock, no par value, Lahaina Acquisitions, Inc.
5459 South Iris Street
Littleton, Colorado  80123

Item 2.  Identity and Background
- --------------------------------

a.    This statement is being filed by Graham M. Cooper.

b.    Peek Building., George Street, Nassau, Bahamas  N8160.
      (principal business and office address)

c.    Graham M. Cooper is the sole shareholder and a director of Paxford
      Investments, S.A., a corporation organized in The Bahamas

d.    Not applicable

e.    Not applicable

f.    The Bahamas.

Item 3.  Source and Amount of Funds or Other Conditions
- -------------------------------------------------------

      On  May  23,  1997,  Paxford  Investments,  S.A.  ("Paxford")  became  the
beneficial owner of 750,000 shares of Common Stock of Lahaina Acquisitions, Inc.
("Lahaina") as a result of a Stock Purchase Agreement (the "Agreement") in which
the Paxford  acquired  Seven  Hundred  and Fifty  Thousand  (750,000)  shares of
Lahaina Common Stock from Philip J. Davis (selling 366,667 shares),  John C. Lee
(selling 366,667 shares),  and Charles C. Van Gundy (selling 16,666 shares). All
of the  issued  and  outstanding  stock of  Lahaina  purchased  pursuant  to the
Agreement  were  purchased for One Hundred and  Twenty-Five  Thousand and No/100
Dollars ($125,000) cash from Paxford's working capital.

Item 4.  Purpose of Transaction
- -------------------------------

      The purpose of the  acquisition is to direct Lahaina in a manner to enable
it, subject to approvals by government and all applicable  parties,  to effect a
share exchange,  tender offer or similar  transaction  with a targated  Canadian
corporation,   currently   trading  on  the  Canadian  Dealing   Network,   upon
consummation of the Agreement.

      (a)   Following  the   acquisition,   Lahaina   intends  to  undertake  an
acquisition  of a  Canadian  corporation,  either  (i)  through  a  simultaneous
amalgamation between the Canadian corporation,  a wholly owned subsidiary of the
Lahaina (the "Subsidiary") and Lahaina,  whereby the Canadian  shareholders will
exchange  their  shares for shares of Lahaina;  (ii) by Lahaina  making a tender



                                   Page 3 of 5


<PAGE>


offer to all the shareholders of the Canadian corporation,  offering to exchange
their shares for shares of Lahaina;  or (iii) by a similar  transaction  whereby
the Canadian corporation will become a wholly owned subsidiary.

      (b)   As a consequence of whichever transaction, if any, is used under (a)
above, the issued and outstanding shares of Lahaina may conceivably be increased
from Nine Hundred and Ninety-Six  Thousand,  Five Hundred  (996,500)  issued and
outstanding  shares to at least Two Million  (2,000,000)  issued and outstanding
shares with the additional  shares resting with the Canadian  shareholders.  The
effect of the  transaction,  if completed,  will be that the shareholders of the
Canadian  corporation  will  control a majority of the shares of Lahaina,  while
Paxford and the current Lahaina  shareholders  will hold a minority  interest in
Lahaina.

      (c)   There is no sale of a material amount of the assets of Lahaina.

      (d)   Lahaina has accepted the resignations of the Board of Directors,  as
of May 27, 1997,  consisting of Philip J. Davis,  John C. Lee and Charles C. Van
Gundy and appointed Graham Cooper,  Ivy Lynn Cassar and John Burrow, all of whom
are affiliated with Paxford, to serve on Lahaina's Board of Directors, effective
May 27, 1997.

      (e)   There  is no  material  change  in  the  present  capitalization  or
dividend policy of Lahaina.

      (f)   There is no other material change in Lahaina's business or corporate
structure.

      (g)   There are no changes in  Lahaina's  charter,  bylaws or  instruments
corresponding  thereto or any other actions which may impede the  acquisition of
control of Lahaina by any person.

      (h)   The  securities  of Lahaina  will not cease to be  authorized  to be
quoted in the NASDAQ inter-dealer quotation system.

      (i)   No  class  of  securities  of  Lahaina  will  become   eligible  for
termination of registration.

      (j)   Pursuant to the Agreement,  the Board of Directors of Lahaina, as of
May 23,  1997,  have  accepted  the  return of, and  canceled,  380,000  Class A
Warrants  issued to Philip J. Davis,  380,000 Class A Warrants issued to John C.
Lee and 40,000 Class A Warrants  issued to Charles C. Van Gundy and accepted the
return of, and  canceled,  380,000  Class B Warrants  issued to Philip J. Davis,
380,000  Class B  Warrants  issued to John C. Lee and  40,000  Class B  Warrants
issued to Charles C. Van Gundy. In addition,  the Board of Directors,  as of May
30, 1997,  authorized  the  redemption  of all  outstanding  Class A and Class B
warrants of Lahaina.





                                   Page 4 of 5


<PAGE>

Item 5.  Interest in Securities of Issuer (as of May 27, 1997)
- -----------------------------------------
                                                     Number of    
                                                       Shares      Percentage  
                                                    Beneficially  of Beneficial
                                                       Owned       Ownership   
                                                       -----       ---------   
                                                                  
a.    Graham M. Cooper                                750,000        75.26%

b.    Graham  M.  Cooper  is the sole  shareholder  and a  director  of  Paxford
      Investments,  S.A.  which,  in turn, has sole voting and investment  power
      with respect to 750,000 shares.

c.    Not applicable.

d.    Not applicable

e.    Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
- --------------------------------------------------------------------------------
Securities of the Issuers
- -------------------------

See Items 3 and 4 above.

Item 7.  Material to be Filed as Exhibits
- -----------------------------------------

1)    Stock Purchase  Agreement,  by and between Paxford  Investments,  S.A. and
Philip J. Davis, John C. Lee and Charles C. Van Gundy, executed May 23, 1997.

2)    1991 Warrant  Agreement,  incorporated  by reference  from Exhibit 28.3 of
Lahaina's  Registration  Statement on Form 10 (File No. 0-27480),  as filed with
the Commission on December 29.


Signature
- ---------

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


June 3, 1997
- -----------------------
Date


/s/ Graham M. Cooper
- -----------------------
Graham M. Cooper

                                   Page 5 of 5



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