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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. )(1)
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Lahaina Acquisitions, Inc.
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(NAME OF ISSUER)
Common Stock, no par value per share
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(TITLE OF CLASS OF SECURITIES)
507275105
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(CUSIP NUMBER)
DECEMBER 7, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) 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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 6 pages
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CUSIP NO. 507275105 13G PAGE 2 OF 6 PAGES
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GCA STRATEGIC INVESTMENT FUND LIMITED
- -------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
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(5) SOLE VOTING POWER
NUMBER OF 500,000
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON 500,000
WITH
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(8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
[ ]
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6
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(12) TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Item 1.
(a) NAME OF ISSUER:
Lahaina Acquisitions, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2900 Atlantic Avenue
Fernandina Beach, Florida 32034
Item 2.
(a) NAME OF PERSON FILING:
GCA Strategic Investment Fund Limited
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
Mechanics Building
12 Church Street
Hamilton HM11, Bermuda
(c) CITIZENSHIP:
Bermuda
(d) TITLE OF CLASS OF SECURITIES:
Common Stock
(e) CUSIP NUMBER:
784185209000
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER PERSON FILING IS A:
(a) Broker or dealer registered under section 15 of
the Act.
(b) Bank as defined in Section 3(a)(6) of the Act.
(c) Insurance company as defined in section 3(a)(19)
of the Act.
(d) Investment company registered under section 8 of
the Investment Company Act.
(e) An investment adviser in accordance with Rule
13d-(b)(1)(ii)(E).
(f) An employee benefit plan or endowment fund in
accordance with 13d-1(b)(1)(ii)(F).
(g) Parent holding company or control person, in
accordance with 13d-1(b)(ii)(G).
(h) Savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
Page 3 of 6 Pages
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(i) Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act.
(j) Group, in accordance with 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box,
Item 4. OWNERSHIP:
(a) Amount beneficially owned 500,000 shares
(b) Percent of class
(c) PERCENT OF CLASS: 10.6%. This percentage is based on
total outstanding shares of 4,716,500 as of December
14, 1998, as reported in the Company's Form 10-Q for
the quarter ended September 30, 1998. This
percentage is based on an assumed conversion price
of $.6667 per share. On December 7, 1998, GCA
purchased, in a private transaction (the
"Transaction"), $750,000 of Convertible Notes (the
"Notes"), convertible into shares of the Company's
common stock. $375,000 of the principal amount of
the Notes may be converted into common stock at any
time at a price equal to the lower of a fixed price
or 85% percent of the average of the closing bid
prices of the common stock for the five trading days
preceding the date of conversion. At the option of
the Company, the balance of $375,000 on the Notes
could either be redeemed by the Company paying a fee
equal to 117% of the outstanding principal and
accrued interest or requiring conversion of the
balance of the Notes at 85% percent of the average
of the closing bid prices of the commons stock for
the five trading days preceding the date of
conversion. An affiliate of the Company also
received as part of the Transaction four year
Warrants for the purchase of 60,000 shares of such
common stock. The Warrants have a fixed exercise
price.
(d) Number of shares as to which such person has:
(i) Sole power to vote or direct
the vote 500,000
(ii) Shared power to vote or direct
the vote 0
(iii) Sole power to dispose or direct
the disposition of 500,000
(iv) Shared power to dispose or direct
the disposition of 0
Item 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS.
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
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Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are not held for the
purpose of or with the the effect of changing or influencing the control of the
issuer of the securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth above in this statement is true,
complete and correct.
December 21, 1998
/s/ Joseph Kelley
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Name: Joseph Kelly
Title: Director, GCA Strategic
Investment Fund Limited
Page 6 of 6 Pages
