SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON D.C. 20549


                                    FORM 10-K


                      ANNUAL REPORT PURSUANT TO 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                    For the fiscal year ended: June 30, 1997


                         Commission file number 0-15210

                             AUTOCORP EQUITIES, INC.

              Exact name of registrant as specified in its charter

                 NEVADA                                  87-0522501
        (State of Incorporation)                   (I.R.S. Employer ID#)


                          2980 E. Northern Ave Suite B1
                             Phoenix, Arizona 85028
                    (Address of principal office & Zip Code)


                                 (602) 482-5737
               (Registrants telephone number including area code)


              Indicate by check mark whether the registrant (1) has
             filed all reports required to be filed by Section 13 or
 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months
   and (2) has been subject to such filing requirements for the past 90 days.
                                 Yes [ ] No [x]


        Common Stock, $.001 par value                     685,928
        -----------------------------                     -------
                (Title of class)                     (Number of shares
                                                    outstanding 6/30/97)
<PAGE>
ITEM 1.           DESCRIPTION OF BUSINESS

     (a)  General Development of Business

     AUTOCORP  EQUITIES,  INC.  ("AUTOCORP"  or the  "Company")  is a  sub-prime
automobile  lender with  retail and  wholesale  vehicle  sales  operations  that
include a vehicle  consignment service for other sub-prime companies through its
Lender  Liquidation  Centers.  The Company was  incorporated  January 2, 1986 as
VIVATAE, INC. and completed its initial public offering in May 1986. In November
1986, the Company acquired all of the outstanding stock of Eagle  Entertainment,
Inc. and changed its name to EAGLE ENTERTAINMENT,  INC. Through its subsidiaries
the Company provided performance guarantees for motion picture productions.

     In September 1990, the Company divested its entertainment  subsidiaries and
acquired  subsidiaries  in the retailing and  financing of motor  vehicles.  The
Company  changed its name to EAGLE HOLDINGS,  INC. and then to EAGLE  AUTOMOTIVE
ENTERPRISES, INC. in October 1993 to better reflect the automotive nature of its
business.

     On March 28,  1994,  the  Company  exchanged  the shares of its  automotive
subsidiaries  for all of the stock of Diamond  Entertainment  II,  Inc.,  a Utah
corporation  licensed by the Samuel Goldwyn Company to produce live  productions
of the  "American  Gladiators",  and changed its name to CHARIOT  ENTERTAINMENT,
INC. on April 6, 1994. With the expiration of the Goldwyn Licensing Agreement on
December 31, 1994, the Company re-entered the business development stage.

     On September 30, 1996, the Company  changed its name to AUTOCORP  EQUITIES,
INC. in anticipation of once again attracting a business  combination  candidate
in the automotive industry.

     On July 23, 1997, the Company  acquired 100% of the issued and  outstanding
shares  of common  stock of  Consumer  Investment  Corporation  (CIC);  Consumer
Insurance  Services,  Inc. (CIS) and Lender's  Liquidation  Centers,  Inc. (LLC,
collectively  described as the "CIC Companies") in an exchange of shares whereby
3,677,500  shares of Company common stock was issued to the  shareholders of the
CIC Companies.

     (b)  The Company

     The Company  operates a combined used vehicle  sales and finance  business.
Through its subsidiary  Consumer  Investment  Corporation  ("CIC"),  the Company
underwrites,  finances and services installment sales contracts generated by its
own  financing  and vehicle  sales  operations.  CIC  concentrates  on financing
vehicles  purchased by sub-standard  credit  purchasers,  i.e.  persons with low
incomes and credit  problems.  The Company also  operates an  insurance  company
through its  subsidiary  Consumer  Insurance  Services,  Inc.  ("CIS") formed to
insure  the  vehicles  that are  collateral  for the  loans  which  the  Company
originates  and  purchases.  Autocorp  presently  operates five (5) used vehicle
sales  facilities  through its  subsidiary  Lenders  Liquidation  Centers,  Inc.
("LLC") which sell reconditioned,  repossessed and other used vehicles,  and has
plans to increase the number of such liquidation centers to 9 (nine) by year-end
1997.  Through August 30, 1997,  Management  estimates the CIC Companies to have
generated  revenues in excess of $3,000,000 with assets in excess of $5,000,000.
The  Company is in the  process of filing the  required  8-K  audited  financial
information on the CIC Companies.
<PAGE>
         Consumer  Investment Company ("CIC") was formed in 1995 and is a wholly
owned subsidiary of Autocorp.

         Business:  CIC is licensed  in the State of Arizona as a sales  finance
company.  It engages in the  business  of  underwriting,  purchasing,  arranging
credit  enhancement and loan servicing,  and reselling high yield purchase money
vehicle loans.  Loans are acquired primarily from vehicle sales generated by the
five retail car lots operated by Lenders  Liquidation  Centers,  Inc. ("LLC") in
the State of Arizona and New Mexico. The terms of each vehicle loan requires the
borrowers to carry liability,  collision,  and comprehensive  insurance on their
vehicles.  The Company  purchases  loans from LLC at a discount from face value.
The Company has established cash reserves and has formed an insurance company to
insure the loans. See Consumer Insurance Services, Inc., below. Once the vehicle
loans  are  insured,  the  Company  may hold the  loans  or  resell  them on the
commercial market for a profit.

         Marketing:  CIC has  previously  entered into a Dealer  Agreement  with
Travelers Acceptance  Corporations  ("TAC") a California  corporation engaged in
the business of purchasing various types of retail  installment  contracts which
include motor vehicle sales  agreements  ("Contracts").  The agreement  with TAC
generally  means that CIC sells  Contracts to TAC at a price equal to 70% of the
Contract  amount.  TAC services the loan,  i.e.,  collects the payments due, and
remits  to CIC an  amount  equal to 20% of the loan  payments.  In the event the
payments  become  difficult  to  collect,  CIC becomes  responsible  to make the
collections and if necessary,  repossess the vehicle involved.  After payment of
70% of the loan  balance  to TAC,  CIC  then  becomes  owner of the  repossessed
vehicle and will recondition it and attempt to resell it, generally, through the
Liquidation  (resale)  Centers  described above. TAC has also provided a form of
credit line in that it has agreed to buy  contracts  from CIC in an amount of up
to  approximately  $570,000 per month.  The Company has recently  entered into a
Master Purchase and Sale Agreement with AutoPrime,  Inc. ("AutoPrime"),  a Texas
corporation, to also serve as another source to purchase CIC loan contracts.

         Loan  Servicing:  The  Loans in which  the CIC  invests  are  generally
serviced by either CIC or another finance company ("Loan Servicer") such as TAC.
The Loan Servicer is responsible  for record keeping and collection of payments,
and general enforcement of the vehicle loan contracts.

         Insurance: All vehicle loan agreements require the borrower to maintain
liability,  collision  and  comprehensive  damage  insurance.  CIC  requires all
Borrowers to purchase a Lender's Single Interest Insurance Policy, which insures
the Company's  loans from  physical  damage to vehicles,  confiscation  and skip
costs, instrument non-filing, and repossessed vehicle costs.

         Consumer    Insurance    Services,    Inc.   ("CIS")   is   a   holding
company/insurance agency founded by the principals of CIC in November, 1996. CIS
is owner of Consumer Insurance Company,  (Cayman), a Cayman Islands Company (CIS
and Cayman Island Company are referred to together as the "Insurance  Company").
The Insurance Company is authorized to do business in the United States. It is a
wholly owned subsidiary of Autocorp.

         The business of the  Insurance  Company is "captive" in that it sells a
"Lenders Single  Interest" policy as loan insurance for each person who finances
the purchase of a vehicle  through the Company.  CIS also markets its LSI policy
to other lenders.

         In  order  to fund  the  Insurance  Company,  CIC  advanced  a total of
$171,583 to cover  capitalization  costs of $120,000  and  start-up  expenses of
$51,583,  thereby reducing the 
<PAGE>
amount available to purchase loan contracts, for reserves and other uses. Of the
$120,000  capitalization costs, $60,000 was invested in a certificate of deposit
for a letter of credit with United States Fidelity and Guaranty Company ("USF&G"
and  $60,000  was placed in a savings  account.  USF&G  provides  the  insurance
policies and the Company is a re-insurer of USF&G.  These  capitalization  costs
were required to be made by the  government of the Cayman Islands as a financial
reserve for the  Insurance  Company.  The total  amount of advances  made to the
Insurance  Company,  or on its behalf,  is evidenced by an unsecured  promissory
note of the Company in the amount of $171,583 carrying interest at 24% per annum
payable on demand.

         Management of the Company  believes that the potential  income from the
sale of insurance is equal to or greater than the income from loan contracts.

         Lenders Liquidation Centers, Inc. ("LLC") was originally formed late in
1996 by the principals of CIC as a resale outlet and  reconditioning  center for
vehicles  repossessed  by CIC.  LLC is to operate in concert with the CIC's loan
insurance program,  which is intended to remedy defaulted CIC loans. The concept
of  LLC is to  have a  single  reconditioning  center  in a  region  that  feeds
satellite  Company-owned resale lots. CIC's informal marketing study and initial
results of its operations  indicated that there is  considerable  demand for the
re-marketing of its own and other lenders' repossessed  vehicles.  LLC currently
has a letter of intent with WFS Financial,  Inc. ("WFS") to consign its vehicles
in the Phoenix  metropolitan  area for resale of its recovered autos and trucks.
LLC  recently  secured a  $1,500,000  floorplan  line of credit from  Automotive
Finance  Corporation  ("AFC")  to use in its  lenders  re-marketing  consignment
program.  LLC is presently operating four (4) facilities located in the Maricopa
County,  Arizona cities of Mesa, Phoenix,  Scottsdale and Glendale,  and one (1)
facility  in  Albuquerque,  New  Mexico  and one (1)  facility  in Santa Fe, New
Mexico.  Expansion into Austin, Texas and Tucson, Arizona is planned for October
1997.

LLC was originally funded by loans from CIC. To date, approximately  $1,100,895,
has been advanced to LLC.

     (c)  Financial Information about Industry Segments

     The  automobile  finance  industry  was  estimated  to be in  excess of 370
billion in 1996. The market is divided by the types of vehicles sold (new versus
used) and the worthiness of the borrower.  Generally  banks,  savings and loans,
credit unions, large independent finance companies and captive finance companies
such as Ford Motor Credit,  GMAC,  Chrysler Credit tend to provide financing for
the purchase of new motor vehicles purchased by prime customers.

     The   sub-prime   segment  of  this  overall   market  is  believed  to  be
approximately  $60 billion and is comprised of both private and public companies
providing  credit  availability to consumers who are higher credit risks and who
have  limited  access to  traditional  financing  sources.  Independent  finance
companies tend to provide  financing for used vehicles sold through new and used
dealerships  at  higher  interest  rates   commensurate  with  the  higher  risk
associated with the sub-prime consumer.

     The  sub-prime  market has been fueled by the  significant  increase in the
sale of used motor vehicles. This increase has resulted from a number of factors
including  (i) the high  price of new cars (ii) the  increased  availability  of
newer late model cars  through  leasing  programs  and factory  fleet  incentive
programs and (iii) the increased availability of financing alternatives provided
by the growth in the number of  independent  finance  companies in the sub-prime
segment of the market.
<PAGE>
    (d)  Narrative Description of the Business

     The  Company's  current  business  plan is to (i)  expand  operations  as a
sub-prime  lender to purchasers of motor  vehicles sold by the Company's own LLC
retail car dealerships (ii) expand the marketing of its Lender's Single Interest
Insurance  Policy to other  sub-prime  finance  companies and (iii) expand LLC's
vehicle  consignment  service to large sub-prime finance companies like WFS. The
Company has opened five Lender's  Liquidation Centers in 1997 in Arizona and New
Mexico and plans to add six more facilities  throughout Texas,  Nevada,  Arizona
and New Mexico in 1998.  The Company also operates its own full service  vehicle
reconditioning centers and engages in the wholesaling of motor vehicles.

     It  is  emphasized  that  the  business  objectives  discussed  herein  are
extremely  general and are not intended to be restrictive upon the discretion of
management.

     The Company will also consider  growth  through  acquisitions  and will not
restrict its search for any specific kind of automotive firms, but may acquire a
venture in its preliminary or development  stage,  may participate in a business
which is  already  in  operation  or in a  business  in  various  stages  of its
corporate existence. It is impossible to predict at this stage the status of any
venture in which the Company may  participate  because any such venture may need
additional capital, may merely desire to have its shares publicly traded, or may
seek other perceived  advantages which the Company may offer. In some instances,
the business  endeavors may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which desires to establish a
public trading market for its common stock.

     The  Company  will be  subject  to  certain  reporting  obligations  to the
Securities and Exchange Commission and must submit information about significant
acquisitions  including  certified  financial  statements  for up to three prior
fiscal years.  Thus,  it is the intention of management to look for  acquisition
candidates which can meet these  requirements.  The Company is in the process of
filing the required 8-K audited financial information on the CIC Companies.


ITEM 2.  OFFICE FACILITIES AND EMPLOYEES

     The  Company  leases a 2,500  sq.  ft.  executive  office  space at 2980 E.
Northern Ave Suite B1,  Phoenix,  Arizona 85028 at a monthly  expense of $1,500.
The Company  leases  five  dealership  facilities  for its LLC  operations  at a
combined monthly expense of $18,000. The Company has 60 employees.


ITEM 3.  PROPERTIES

     The Company  presently has  leaseholds,  significant  assets in the form of
$2,000,000  of motor  vehicle  inventory and finance  contracts  receivable  and
working capital.


ITEM 4.  LEGAL PROCEEDINGS

     Currently  there are no material  legal or regulatory  proceedings to which
the Company is a party and no such  proceedings  are known by  management  to be
threatened or contemplated against the Company.
<PAGE>
ITEM 5.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


                                     PART II


ITEM 6.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

     (a) Market Information

     The Company's common stock is traded in the over-the-counter  market and is
reported in the NASD Bulletin Board under the symbol "ACOR". The following table
shows,  for the periods  presented,  the high and low closing bid quotations for
the common stock.  The quotations  represent  prices between  dealers and do not
include retail  markups,  markdowns,  or commissions  and may not reflect actual
transactions.

PERIOD ENDING (QUARTER)          BID HIGH             BID LOW


Sep. 30, 94                       $0.50                $0.50
Dec. 31, 94                       $0.10                $0.10
Mar. 30, 95                       $0.05                $0.05
June 30, 95                       $0.05                $0.05

Sep. 30, 95                       $0.05                $0.05
Dec. 31, 95                       $0.05                $0.05
Mar. 30, 96                       $0.05                $0.05
June 30, 96                       $0.12                $0.12

Sep. 30, 96                       $0.12                $0.12
Dec. 31, 96                       $0.12                $0.12
Mar. 30, 97                       $0.12                $0.12
June 30, 97                       $1.12                $0.12


     (b)  Holders

     The approximate  number of record holders of the Company's  common stock as
of June 30, 1997 is 342 and the company  estimates that there are  approximately
600 beneficial owners.


     (c)  Dividends

     The Company has not paid any cash dividends to date and does not anticipate
or contemplate  paying  dividends in the foreseeable  future.  It is the present
intention of management to utilize all available  funds for the  development  of
the Company's business.
<PAGE>
ITEM 7.  SELECTED FINANCIAL DATA

     The Company is authorized to issue  110,000,000  shares of its common stock
with a par value of $.001 and 10,000,000 of preferred stock.


ITEM 8.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

     The Company is a  sub-prime  automobile  lender  with retail and  wholesale
vehicles sales operations that includes a vehicle  consignment  service to other
sub-prime  companies  through its Lenders  Liquidation  Centers.  The  following
discussion  of  the  operations  and  financial  condition  should  be  read  in
conjunction with the audited  financial  statements and notes thereto  appearing
elsewhere in this Form 10-KSB.

Liquidity and Capital Resources:

     For the twelve months ending June 30, 1997, the Company had total assets of
$404,986 and total stockholders  equity of $191,391.  During the same period the
Company had current  assets of $4,986 and current  liabilities of $213,595 which
would have  otherwise  resulted in a  substantial  lack of liquidity but for the
acquisition  of the CIC  Companies  on July 23,  1997 [see Item  1(b)].  For the
period ending June 30, 1996,  the Company had total assets of $400,000 and total
stockholder's  equity  of  $83,407.  During  the same  period  the  Company  had
virtually no current assets and current  liabilities  of $316,593.  Historically
the  Company's  working  capital  needs have been  satisfied  through  financing
activities  primarily  consisting of the sale of shares of the Company's  Common
Stock.  The Company  anticipates  meeting its working  capital  needs during the
current fiscal year primarily with proceeds  resulting from a public offering or
the private placement of Company securities.

     At June 30, 1997,  the Company  showed an operating  loss of $204,866.  The
Company  believes that it will require  additional funds to continue its plan of
expansion and acquisitions, meeting its reporting obligations under the Exchange
Act and supporting general and administrative overhead. The Company will seek to
borrow such funds and/or raise such funds  through the private or public sale of
its  Common  Stock.  No  assurances  can be given  that such  financing  will be
available or that it can be obtained on terms satisfactory to the Company.

     During  the next  twelve  months the  Company  will  stress the  opening of
Lenders  Liquidation  Centers and the  acquisition  of existing  new and/or used
retail   automobile   dealerships.   The  Company  is  currently   contemplating
undertaking  a new  offering of its debt and/or  equity  securities  in order to
achieve its business objectives over the next twelve months.  Unless the Company
is able to raise additional capital from borrowing or the sale of corporate debt
and/or  equity  securities,  the Company may  encounter a shortage of capital to
accomplish its business objectives.

Results of Operations:

     Included herein are audited  financial  statements of the Company  covering
the 12 month period ending June 30, 1997.  For the years ended June 30, 1996 and
1997,  the  Company  had  net  operating  loss  of  ($313,103),  and  ($204,866)
respectively  with no revenues.  The Company has short term debts  consisting of
past due trade payables and an outstanding judgment.
<PAGE>
ITEM 9.  FINANCIAL STATEMENTS

      The Independent  Auditor's Report and Financial Statements of the Company,
including  the  notes,  are set forth on pages F-1  through  F-11 and are hereby
incorporated by reference.


ITEM 10.  CHANGE  IN  AND  DISAGREEMENTS  WITH   ACCOUNTANTS ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

     No independent accountant has resigned or has been dismissed by the Company
as a result of any  disagreements  on  accounting  principles  and practices and
financial  statement  disclosures and nor has the Company received an adverse or
qualified  opinion  during the past two years.  The Company  chose to engage the
independent  auditing  services of Evers & Company,  Ltd.  for the June 30, 1997
audit.


                                    PART III


ITEM 11.  DIRECTORS AND EXECUTIVE OFFICERS


     (a)  Identification of Directors

     The directors of the Company are as follows:

         William O. Merritt, 53, Co-Chairman, Director

         Andrew J. Kacic, 50, Co-Chairman, Director

         Stanley F. Wilson, 49, Director

         Vincent W. Bustillo, 37, Director

         Dennis W. Miller, 49, Director

         E. Wayne Mclaws, 50, Director

         Efrain R. Diaz, 42, Director


     (b)  Identification of Executive Officers

     The Executive Officers of the Company are as follows:

         William O. Merritt - CEO;
         Andrew J. Kacic - President;
         Stanley F. Wilson - Secretary;
         Vincent W. Bustillo - Treasurer.
<PAGE>
     (c)  Significant Employees

         The Company has the following significant employees: William O. Merritt
- CEO;  Andrew J. Kacic - President;  Stanley F. Wilson - Secretary;  Vincent W.
Bustillo - Treasurer.

         Other than Mr. Kacic,  all the directors will work  substantially  full
time on the Company's business.

     (d)  Family Relationships

     There are no family relationships existing in the Company.

     (e)  Business Experience

         1.    Background.

William O. Merritt,  53, is Co-Chairman and Chief Executive Officer of AutoCorp.
Mr. Merritt founded  Consumer Leasing Company in 1990 which was one of the first
sub-prime auto leasing  companies in the country.  In 1995 Mr.  Merritt  founded
Consumer Investment  Corporation with AutoCorp Director Dennis W. Miller. During
this  period  he  co-owned  two  "buy-here,  pay  here"  lots  until he sold his
interests in 1992.  Mr.  Merritt  received a Bachelor of Arts degree in Business
Administration  from California  State  University in Long Beach,  California in
1970.

Andrew J. Kacic,  age 50, is Co-Chairman of the Board of Directors and President
of  Autocorp.  Mr.  Kacic was from August 1992 to December  1995 the Founder and
President of American Resources of Delaware,  Inc. ("ARI"). From January 1995 to
December 1995 Mr. Kacic was CEO and a Director of Bullet  Sports  International.
Mr.  Kacic also served as a Director  and Vice  President  of ARI's wholly owned
subsidiary,  Southern Gas. From 1991 to August 1992,  Mr. Kacic was President of
Standard Oil and Exploration of Delaware,  Inc. Since 1977, Mr. Kacic has been a
principal of A.J. Kacic & Associates, Inc., a Tucson, Arizona investment banking
consulting  firm, also known as Advisory  Services,  Inc. In such capacity,  Mr.
Kacic has represented both individuals and corporations in acquiring primary and
secondary financing,  along with business restructuring and marketing. From 1980
to March 1988,  he founded and served as Chief  Executive  Officer of Securities
Network,  Inc.  (Formerly Design Capital  Securities  Crop.), a Tucson,  Arizona
licensed NASD  broker-dealer  with more than of 120 registered  representatives.
From 1988 to 1990, Mr. Kacic was  associated  with a Tucson,  Arizona  insurance
firm, and currently holds various insurance licenses.  As a direct result of the
stock  market  crash of 1987,  Mr.  Kacic  filed  bankruptcy  in July 1990.  The
bankruptcy  has been  discharged and Mr. Kacic is in good standing with the NASD
and all  regulatory  bodies  although he is not currently a licensed  securities
registered representative.

Stanley F. Wilson,  49,  serves  Autocorp as a Director,  Secretary  and General
Counsel.  Mr.  Wilson is an attorney  and former  automotive  executive.  In his
private law practice he concentrated on the representation of franchised new car
and truck dealers form 1979 to 1988. Mr. Wilson holds a Juris  Doctorate  degree
from the University of Nebraska (1974); and Bachelor of Arts degree from Arizona
State University  (1970).  He has also served as Executive Vice President of the
Arizona  Automobile  Dealers  Association  (1988-92) and General  Counsel to the
Nebraska New Car & Truck Dealers Association (1979-88). Mr. Wilson was President
of the Company  from  October  1993 to March 28, 1994 when it was known as Eagle
Automotive Enterprises, Inc. and President of the Company from September 1994 to
the  acquisition  date of the CIC Companies.  Mr. Wilson,  a former County Court
<PAGE>
Judge for  Lancaster  County,  Nebraska  (1983-86),  is owner and  President  of
Optimum Investments, Inc. (1994 to present).

Vincent W. Bustillo,  38, serves Autocorp as its Treasurer and is a Director. He
is a CPA and will oversee all accounting  functions of the Company.  He received
his Bachelor of Science  degree in Accounting  from Arizona State  University in
1983. He has been a Certified Public Accountant since 1988, and has operated his
own CPA firm since 1990, in Tempe,  Arizona. From 1988 to 1990 he was a managing
accountant  with  De  Greete  and  Company,  P.C..  From  1987  to 1988 he was a
self-employed CPA, and from 1983 to 1987 he was with the accounting firm Acosta,
Cordova & Pittman,  CPA,  P.C.  in  Phoenix,  Arizona.  He held an NASD Series 7
securities  license as a  Registered  Representative  with  Southmark  Financial
Services in Dallas,  Texas and GRH  Securities  in Tempe,  Arizona  from 1987 to
1993.

Dennis Miller, 49, Autocorp Director.  His duties will primarily involve general
management  and  development  of CIS.  From  1983 to  1990  he was  employed  by
Primerica  Financial  Services,  Inc.,  a  large  financial  securities  company
involved  in  the  sales  of  securities  and he was  responsible  for  opening,
developing and managing their offices in Arizona,  California and New Mexico. At
the time he left, he was a Regional Vice  President.  Mr. Miller has been in the
automobile  business  since 1990.  From 1990 to 1991 he  operated an  automobile
detail shop and operator of a car lot and vehicle financing. In 1991 he became a
partner of William O. Merritt in the  automobile  sales and financing  business.
During the same  period,  he was a loan  broker for  Western  Funding,  Inc.,  a
company  engaged in the financing  business.  In November  1993, he became a 50%
shareholder  and  secretary/treasurer  of  companies  which  are  affiliates  or
predecessors of CIC.

Efrain  R.  Diaz,  42,  Autocorp  Director.  Mr.  Diaz  attended  Arizona  State
University  and has been  licensed  since  1983  with  the NASD as a  Registered
Representative.  Mr. Diaz served as a Regional Vice President for Primerica from
1985 to 1992 and still  maintains  his  registered  representative  status  with
Primerica.  From  1991 to 1992 he was a sales  representative  for  Farm  Bureau
Insurance  Co., in Phoenix,  Arizona,  and from June 1991 to September  1995 was
Food and  Beverage  Director of the Quality  Inn - South  Mountain,  in Phoenix,
Arizona.

E. Wayne McLaws,  50, serves Autocorp as a Vice President - Financial  Resources
and as a  Director.  Since 1990,  he has been  President  of National  Financial
Trust, a company engaged in estate planning,  located in Phoenix,  Arizona. From
1985 to 1989,  he was a Senior Vice  President of Primerica  Services,  Inc., in
Duluth,  Georgia. Prior to that he was employed by the Phoenix Police Department
as a police information  officer  responsible for liaison with the community and
for  developing  programs  such as  "Blockwatch",  crime  prevention,  executive
protection and anti-terrorism.

         2. Directorships. William O. Merritt, CEO of the Company, is a director
of CIC Fund V, Inc.; Andrew J. Kacic, President of the Company, is a director of
A.J. Kacic & Associates, Inc.; Stanley F. Wilson, Secretary of the Company, is a
director  of Optimum  Investments,  Inc.;  Dennis W. Miller is a director of CIC
Fund V, Inc.

         (f)   Involvement in Certain Legal Proceedings

             Not applicable

             (g)  Compliance with Section 16(a) of the Exchange Act

             Not applicable.
<PAGE>
ITEM 12.  EXECUTIVE COMPENSATION

     (a)  Cash Compensation

     All  officers of the  Company  are  salaried  with a base  compensation  of
$60,000. Mr. Wilson accrued a salary in 1995 and 1996 of $7,500 a month.

     (b)  Compensation Pursuant to Plans

     The Company adopted a Non-Statutory Stock Option Plan on March 20, 1997 and
registered  2,000,000 shares pursuant to said Plan by means of a Form S-8 Filing
on April 18, 1997.

     (c)  Other Compensation

    William  Merritt  is the holder of stock  options  on 550,000  shares at the
    option price of $.56 per share  granted  pursuant to an Amended and Restated
    Stock Option Agreement of July 23, 1997.

     There is no other compensation paid to executive officers.

     (d)  Compensation of Directors

     None.


ITEM 13.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT

     (a)  Security Ownership of Certain Beneficial Owners

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of the Company's  Shares as of September 30, 1997, for (i) all persons
known by the Company to be the  beneficial  owners of more than 5% of the common
stock of the Company (ii) each director of the Company.

                                        Beneficially
     Name                                  Owned             Percent
     ----                                  -----             -------

Vincent W. Bustillo                       735,500             15.5%
Efrain R. Diaz                            735,500             15.5%
E. Wayne McLaws                           735,500             15.5%
William O. Merritt                        735,500             15.5%
Dennis W. Miller                          735,500             15.5%
Stanley F. Wilson                         728,500             15.3%
CIC Fund V, Inc(1)                        300,000              6.3%

(1) CIC Fund V, Inc. is owned by William O. Merritt and Dennis W. Miller
<PAGE>
      (b)  Change in Control

      On July 23, 1997, the Company completed a share exchange agreement whereby
the  shareholders  of  Consumer  Investment   Corporation,   Consumer  Insurance
Services,  Inc. and Lenders  Liquidation  Centers,  Inc.  (the "CIC  Companies")
received  3,600,000 shares of the Company's common stock in exchange for 100% of
the issued and outstanding shares of the CIC Companies.


ITEM 14.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.


                                     PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) The following documents are filed as a part of this report:

     1. Financial Statements examined and reported upon by Evers & Company, Ltd,
Independent Certified Public Accountants,  containing Balance Sheets at June 30,
1997 and Statements of Operations,  Shareholder's  Equity and Cash Flows for the
that period.

     2. 8-K - August 7, 1997.



                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized in the city of Phoenix,
Arizona, on the 13th day of October, 1997.


                                                     AUTOCORP EQUITIES, INC.



Dated: October 13, 1997                              By /s/ Stanley F. Wilson
                                                       -------------------------
                                                         Stanley F. Wilson
                                                         Secretary
<PAGE>
                          Independent Auditors' Report
                          ----------------------------



The Board of Directors
AutoCorp Equities, Inc.:

We have audited the accompanying  balance sheet of AutoCorp  Equities,  Inc. ( a
development  stage  company) as of June 30, 1997 and the related  statements  of
operations,  changes  in  shareholders'  equity and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of AutoCorp Equities,  Inc. as of
June 30, 1997 and the results of its  operations and its cash flows for the year
then ended, in conformity with generally accepted accounting principles.

As described in Note 12 to the financial  statements,  the Company acquired 100%
of the outstanding stock of Consumer Investment Corporation,  Consumer Insurance
Services,  Inc. and Lenders  Liquidation  Centers,  Inc.,  which resulted in the
shareholders  of the  acquired  companies  owning the  majority  of the stock of
AutoCorp  Equities,  Inc.. The  transaction is expected to be accounted for as a
reverse  acquisition.  As such, the historical  operations of AutoCorp Equities,
Inc.  will no longer be presented as a going  concern and the  operations of the
acquired companies will be presented.


                                        Evers & Company, Ltd.


October 3, 1997
Phoenix, Arizona
<PAGE>
                             AUTOCORP EQUITIES, INC.
                          (A Development Stage Company)
                                 Balance Sheets
                             June 30, 1997 and 1996

<TABLE>
<CAPTION>
                                     ASSETS

                                                                   1997           1996
                                                               -----------    -----------
<S>                                                            <C>            <C>    
Current Assets:
     Cash                                                      $        42           --
     Advances to officer                                             4,944           --
                                                               -----------    -----------
            Total current assets                                     4,986           --
                                                               -----------    -----------

Prepaid advertising                                                400,000        400,000
                                                               -----------    -----------

                                                               $   404,986        400,000
                                                               ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Notes payable, related party                              $      --          107,442
     Accounts payable                                               31,088         31,552
     Judgment and accrued interest payable                         182,507        177,599
                                                               -----------    -----------
            Total current liabilities                              213,595        316,593
                                                               -----------    -----------

Commitments, contingencies and subsequent events (see notes)

Shareholders' equity:
     Preferred stock, par value $.001; 10,000,000 shares
         authorized, no shares issued or outstanding
     Common stock, par value $.001; 110,000,000 shares
         authorized, 702,198 and 156,532 shares issued
         and outstanding in 1997 and 1996, respectively                686            156
     Additional paid-in-capital                                  9,173,113      8,931,793
     Deficit accumulated during the development stage           (8,401,408)    (8,196,542)
     Less treasury stock                                          (569,000)          --
     Stock subscription receivable                                 (12,000)      (652,000)
                                                               -----------    -----------
                                                                   191,391         83,407
                                                               -----------    -----------

                                                               $   404,986        400,000
                                                               ===========    ===========
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                             AUTOCORP EQUITIES, INC.
                          (A Development Stage Company)
                            Statements of Operations
                   For the Years Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                     Development
                                                                                        Stage
                                                             1997          1996      (Cumulative)
                                                          ----------    ----------    ----------
<S>                                                       <C>           <C>           <C>
Revenue                                                   $     --            --          78,365

General and administrative expenses                          187,172       138,749       969,565
                                                          ----------    ----------    ----------

     Net loss from operations                               (187,172)     (138,749)     (891,200)

Other income (expense)
     Costs of abandoned business combination agreements      (20,750)         --         (20,750)
     Miscellaneous                                             7,964          --           7,964
     Interest expense                                         (4,908)         --          (4,908)
                                                          ----------    ----------    ----------
                                                             (17,694)         --         (17,694)
                                                          ----------    ----------    ----------

     Net loss before discontinued operations                (204,866)     (138,749)     (908,894)
                                                          ----------    ----------    ----------

Discontinued operations                                         --        (174,354)   (7,664,068)
                                                          ----------    ----------    ----------

     Net loss before income taxes                           (204,866)     (313,103)   (8,572,962)

Provision for income taxes                                      --            --            --
                                                          ----------    ----------    ----------

     Net loss                                             $ (204,866)     (313,103)   (8,572,962)
                                                          ==========    ==========    ==========

     Net loss per share                                   $    (0.71)        (2.00)       (48.14)
                                                          ==========    ==========    ==========


Weighted average number of shares outstanding                287,858       156,532       178,083
                                                          ==========    ==========    ==========
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                             AUTOCORP EQUITIES, INC.
                  Statements of Changes in Shareholders' Equity
                          (A Development Stage Company)
                   For the Years Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
                                                   Common Stock        Additional    Stock
                                                   ------------         Paid-In  Subscriptions    Treasury   Accumulated
                                                Shares       Amount     Capital    Receivable      Stock       Deficit      Total
                                              ----------    --------  ----------   ---------    ----------  ----------   ----------
<S>                                           <C>           <C>       <C>          <C>          <C>         <C>          <C> 
Balance at June 30, 1993                       2,992,913    $  2,993   6,895,884        --      (2,826,145)    171,554    4,244,286

Adjustment for stock split                    (2,893,149)     (2,893)      2,893        --            --          --           --
                                              ----------    --------  ----------   ---------    ----------  ----------   ----------

Balance at June 30, 1993, as adjusted 
  for split                                       99,764         100   6,898,777        --      (2,826,145)    171,554    4,244,286

Shares issued for cash                             4,445           4     239,996        --            --          --        240,000

Shares issued for consulting                       3,458           3     174,388        --            --          --        174,391

Shares issued for cash and note receivable         1,859           2      59,998        --            --          --         60,000

Shares issued for licensing agreement              4,975           5     559,723        --            --          --        559,728

Shares issued for note receivable                 15,220          15     651,985    (652,000)         --          --           --

Settlement with subsidiaries                        --          --          --          --       2,826,145        --      2,826,145

Net loss for the year ended June 30, 1994           --          --          --          --            --    (6,910,305)  (6,910,305)
                                              ----------    --------  ----------   ---------    ----------  ----------   ----------

Balance at June 30, 1994                         129,721         129   8,584,867    (652,000)         --    (6,738,751)   1,194,245

Shares issued to Diamond Entertainment
  for expenses                                    25,000          25     326,038        --            --          --        326,063

Exercise of options                                6,667           7      19,883        --            --          --         19,890

Shares issued for cash, exercise of options        6,667           7         993        --            --          --          1,000

Canceled and returned shares                     (11,523)        (12)         12        --            --          --           --

Net loss for the year ended June 30, 1995           --          --          --          --            --    (1,144,688)  (1,144,688)
                                              ----------    --------  ----------   ---------    ----------  ----------   ----------
Balance at June 30, 1995                         156,532         156   8,931,793    (652,000)         --    (7,883,439)     396,510
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                             AUTOCORP EQUITIES, INC.
                  Statements of Changes in Shareholders' Equity
                          (A Development Stage Company)
                   For the Years Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
                                                    Common Stock        Additional    Stock
                                                    ------------         Paid-In  Subscriptions  Treasury    Accumulated
                                                  Shares    Amount       Capital    Receivable     Stock       Deficit       Total
                                                 --------  --------    ----------   ---------    --------    ----------    --------
<S>                                               <C>      <C>         <C>          <C>          <C>         <C>           <C>    
Balance at June 30, 1995                          156,532       156     8,931,793    (652,000)       --      (7,883,439)    396,510

Net loss for the year ended June 30, 1996            --        --            --          --          --        (313,103)   (313,103)
                                                 --------  --------    ----------   ---------    --------    ----------    --------

Balance at June 30, 1996                          156,532       156     8,931,793    (652,000)       --      (8,196,542)     83,407

Cancellation of stock                             (16,270)      (16)           16        --          --            --          --

Issuance of stock  for cash and subscription      130,666       131        81,869     (12,000)       --            --        70,000

Issuance of stock to officer for reduction 
  in advances                                     405,000       405       149,445        --          --            --       149,850

Issuance of stock for services                     10,000        10         9,990        --          --            --        10,000

Cancellation of stock subscription                   --        --            --       652,000    (569,000)         --        83,000

Net loss for the year ended June 30, 1997            --        --            --          --          --        (204,866)   (204,866)
                                                 --------  --------    ----------   ---------    --------    ----------    --------

Balance at June 30, 1997                          685,928  $    686     9,173,113     (12,000)   (569,000)   (8,401,408)    191,391
                                                 ========  ========    ==========   =========    ========    ==========    ========
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                             AUTOCORP EQUITIES, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                   For the Years Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
                                                                                                  Development
                                                                                                     Stage
                                                                         1997          1996      (Cumulative)
                                                                      ----------    ----------    ----------
<S>                                                                   <C>           <C>           <C>        
Cash flows from operating activities:
     Net loss                                                         $ (204,866)     (313,103)   (8,572,962)
     Adjustments to reconcile net loss to net
         cash used in operating activities:
         Assets written off and discontinued operations                     --            --       5,494,475
         License written off                                                --            --         658,319
         Amortization of prepaid expenses                                   --            --         356,002
         Salary accrual to officer                                        90,000          --          90,000
         Stock issued for services                                        10,000          --       1,070,182
         Compensation related to canceled stock subscription              83,000          --          83,000
         Decrease in barter credits                                         --          94,606          --
         Increase (decrease) in advances to officer                      (52,536)      107,442        54,906
         Increase in prepaid expenses                                       --            --          (3,000)
         Increase in receivables                                            --            --        (139,400)
         Decrease in deposits and other assets                              --            --         182,680
         Increase in judgments payable                                     4,908       177,599       182,507
         Decrease in  accounts payable                                      (464)      (66,544)       19,815
                                                                      ----------    ----------    ----------

            Net cash used in operating activities                        (69,958)         --        (523,476)
                                                                      ----------    ----------    ----------

Cash flows from financing activities:
     Proceeds from issuance of stock                                      70,000          --         370,890
                                                                      ----------    ----------    ----------

Net increase (decrease) in cash                                               42          --        (152,586)

Cash, beginning of year                                                     --            --         152,628
                                                                      ----------    ----------    ----------

Cash, end of year                                                     $       42          --              42
                                                                      ==========    ==========    ==========


Supplementary Disclosure of Noncash Financing and Investing Activities
----------------------------------------------------------------------

During 1997, the Company's president acquired 405,000 shares of common stock for a reduction in his note payable 
   of $149,850 
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                             AUTOCORP EQUITIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 1997 and 1996


1.   Summary of significant accounting policies
     ------------------------------------------

     a.  Basis of presentation
         ---------------------

         The  following is a summary of significant accounting policies followed
              by AutoCorp  Equities,  Inc. (the Company).  The policies  conform
              with  generally   accepted   accounting   principles  and  require
              management  to make  estimates  and  assumptions  that  affect the
              reported amounts of assets, liabilities,  revenues and expenses as
              well as  disclosures of contingent  assets and  liabilities in the
              financial  statements.  Actual  results  could  differ  from those
              estimates.

     b.  Operations
         ----------

         The  Company has been in the  development  stage since July 1, 1993 and
              has been concentrating substantially all of its efforts in raising
              capital in order to generate significant operations.

     c.  Income taxes
         ------------

         Income taxes are accounted  for under the asset and  liability  method.
              Deferred tax assets and  liabilities are recognized for the future
              tax consequences attributable to differences between the financial
              statement  carrying  amount of existing assets and liabilities and
              their  respective  tax  bases,  including  operating  loss and tax
              credit  carryforwards.  Deferred  tax assets and  liabilities  are
              measured  using  enacted  tax rates  expected  to apply to taxable
              income  in the  years in which  those  temporary  differences  are
              expected to be  recovered  or settled.  The effect in deferred tax
              assets and  liabilities  of a change in tax rates is recognized in
              income in the period that includes the enactment  date.  Valuation
              allowances are  established  when necessary to reduce deferred tax
              assets to the amount expected to be realized.

     d.  Net Loss Per Share
         ------------------

         Net  loss per share is computed based upon the weighted  average number
              of shares outstanding  during the period,  which was assumed to be
              287,858  and  156,532  for the years ended June 30, 1997 and 1996,
              respectively and 178,083 during the development stage.

2.   Organization and operations
     ---------------------------

     The Company was  incorporated in Colorado on January 2, 1986 under the name
         Vivatae,  Inc. and completed its initial public  offering in May, 1986.
         In November, 1986, the Company acquired all of the outstanding stock of
         Eagle Entertainment,  Inc. and changed its name to Eagle Entertainment,
         Inc.  (EEI).   Through  its  subsidiaries,   EEI  provided  performance
         guarantees for motion picture productions.
<PAGE>
                             AUTOCORP EQUITIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 1997 and 1996


2.   Organization and operations, continued
     --------------------------------------

     In  September,  1990, the Company  divested its  subsidiaries  and acquired
         Arizona based corporations  engaged in retailing and financing of motor
         vehicles.

     On  January 3, 1992, the Company changed its name to Eagle  Holdings,  Inc.
         On October 20,  1993,  the Company  formed a Nevada  Corporation  named
         Eagle Automotive Enterprises, Inc. Eagle Holdings, Inc. was then merged
         into Eagle Automotive  Enterprises,  Inc., a shell corporation  without
         any substantial assets or equity.

     On  March 28, 1994, the Company  divested its automotive  subsidiaries  and
         acquired Diamond  Entertainment II, Inc., a Utah /corporation  licensed
         by the Samuel Goldwyn Company to produce live  productions of "American
         Gladiators" On April 6, 1994,  the Company  changed its name to Chariot
         Entertainment, Inc.

     On  December  31, 1994,  the Goldwyn  Licensing  Agreement  expired and the
         Company  divested  its   subsidiaries  to  seek  business   combination
         candidates as it re-entered the business development stage.

     On September 30, 1996, the Company  changed its name to AutoCorp  Equities,
Inc.

3.   Prepaid advertising
     -------------------

     Prepaid  advertising  consists  of  $800,000  of media due bills which were
         exchanged for prepaid rent in 1994.  These  credits  expire on July 20,
         2004 and are usable on the American  Independent  Network.  A valuation
         allowance of $400,000 has been recorded as an offset to this asset.

4.   Notes and advances to/from officer
     ----------------------------------

     Advances to officers  are  unsecured,  non-interest  bearing and payable on
demand.

5.   Judgment
     --------

     In  October,  1995, a judgment was issued against the Company for $174,354,
         plus  interest  from  the date of  judgment.  Portions  of the  balance
         continue to accrue interest at two different rates of 7% and 10%.

     The Company has attempted to negotiate a settlement  of the  judgment,  but
         has not yet been successful.
<PAGE>
                             AUTOCORP EQUITIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 1997 and 1996


6.   Equity transactions
     -------------------

     During 1997,  the Company's  board of directors  approved a 30 to 1 reverse
         stock split. All references in the accompanying financial statements to
         the number of common shares and per share amounts have been restated to
         reflect the reverse stock split.

     During 1997,  the  Company  agreed  to  cancel  certain  outstanding  stock
         subscription  agreements  in  exchange  for  return of the  stock.  The
         Company  has  received  13,285  shares of stock which are being held in
         escrow  by the  Company's  attorney.  The  Company  is to  receive  all
         proceeds from the sale of the shares as settlement for  cancellation of
         the  subscriptions.  Since the Company  agreed to accept  13,285 of the
         15,222  shares  subscribed,  an expense of $83,000 has been  charged to
         earnings.

7.   Income taxes
     ------------

     The  Company has  incurred  net losses of over  $8,000,000  during the last
          four fiscal years.  The Company has not filed tax returns  during that
          period and  therefore  has not  determined  the amount of those losses
          which may be used to offset future taxable  income.  The Company plans
          to file all tax  returns  that are due.  In  addition,  the  Company's
          ability  to use those  losses  may be  substantially  limited,  due to
          changes in ownership in July, 1997.

     Any tax  benefit  from the loss  carryforwards  at June 30,  1997  would be
         totally offset by a valuation allowance,  since the Company has not yet
         developed a history of profitable operations.

8.   Related party transactions
     --------------------------

     During 1997,  the Company's  president  acquired  405,000  shares of common
         stock  in  exchange  for his  accrued  compensation  of  $90,000  and a
         reduction in amounts due him of $59,850.  The Company also repaid loans
         from the officer of $66,050 and received advances of $13,514 from him.

9.   Stock Option Plan
     -----------------

     On  March 20, 1997, the Board of Directors  adopted the 1997  Non-Statutory
         Stock  Option  Plan.  Under the plan,  the Board may grant  options  to
         officers, key employees,  directors and consultants.  Stock options may
         be granted at not less than 20% of the fair  market  value of the stock
         on the date the option is granted.  The plan shall  expire on March 20,
         2007, except that stock options then outstanding shall remain in effect
         until they have  expired or been  exercised.  The  maximum  term of the
         options cannot exceed ten years. A total of 2,000,000  shares have been
         reserved  for issuance  under the plan.  During the year ended June 30,
         1997,  options for 310,000  shares were  granted and  exercised at fair
         market value.
<PAGE>
                             AUTOCORP EQUITIES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                             June 30, 1997 and 1996


10. Disclosures about fair value of financial instruments
    -----------------------------------------------------

     Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about
         Fair  Value  of  Financial  Instruments,"  requires  that  the  Company
         disclose  estimated  fair  values for its  financial  instruments.  The
         following  summary  presents a  description  of the  methodologies  and
         assumptions used to determine such amounts.

     Fairvalue  estimates are made at a specific  point in time and are based on
         relevant  market   information  and  information  about  the  financial
         instrument;  they are  subjective in nature and involve  uncertainties,
         matters  of  judgment  and,   therefore,   cannot  be  determined  with
         precision.  These estimates do not reflect any premium or discount that
         could result from  offering for sale at one time the  Company's  entire
         holdings  of a  particular  instrument.  Changes in  assumptions  could
         significantly affect the estimates.

     Since the fair value is  estimated  as of June 30,  1997,  the amounts that
         will  actually  be realized or paid at  settlement  of the  instruments
         could be significantly different.

     The carrying amount of cash and cash  equivalents is assumed to be the fair
         value  because of the  liquidity  of these  instruments.  The  recorded
         amount of prepaid expenses  approximates market based upon estimates of
         trading values.  Accounts payable and accrued expenses approximate fair
         value because of the short maturity of these instruments.

11.  Cancellation of business combination agreements
     -----------------------------------------------

     During 1997, the Company entered into business combination  agreements with
         Designer Wear,  Inc., EEE Holdings,  Inc. and Northstar  Partners,  LTD
         which were subsequently rescinded.  Expenditures of $20,750,  including
         advances, related to the proposed combinations have been reflected as a
         separate component of the net loss.

12.  Subsequent events
     -----------------

     In  July,  1997,  the Company  acquired  100% of the  outstanding  stock of
         Consumer Investment Corporation,  Consumer Insurance Services, Inc. and
         Lenders Liquidation  Centers,  Inc. in exchange for 3,677,500 shares of
         common stock to the shareholders of the acquiring companies and 300,000
         shares to CIC Fund V. The  Company's  former  president  also  received
         303,500 shares in conjunction with this  transaction.  This transaction
         resulted  in the  shareholders  of the  acquired  companies  owning the
         majority of the outstanding stock of AutoCorp..

     The acquired companies are engaged in the sales, financing and insurance of
         used cars. The Company expects to account for the business  combination
         as a reverse acquisition.