<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



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

                                       OR

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

                      For the Quarter Ended March 31, 2000

                         Commission File Number 0-24961

                        AMERICAN NATIONAL FINANCIAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                                            33-0731548
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)


 17911 Von Karman Avenue, Suite 240, Irvine, California            92614
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


                                 (949) 622-4700
--------------------------------------------------------------------------------
              (Registrant's 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 Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           YES  ( X )       NO  (   )


Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practicable date.

         Common stock, no par value, 7,326,085 shares as of May 10, 2000

       Exhibit Index appears on page 12 of 12 sequentially numbered pages.

<PAGE>   2

                                    FORM 10-Q

                                QUARTERLY REPORT

                          Quarter Ended March 31, 2000

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                 Page
                                                                                Number
                                                                                ------
<S>                                                                             <C>
Part I:  FINANCIAL INFORMATION

         Item 1.  Condensed Consolidated Financial Statements

                  A.   Consolidated Balance Sheets as of                           3
                       March 31, 2000 and December 31, 1999

                  B.   Consolidated Statements of Earnings                         4
                       for the three-month periods ended
                       March 31, 2000 and 1999

                  C.   Consolidated Statements of Comprehensive Earnings           5
                       for the three-month periods ended
                       March 31, 2000 and 1999

                  D.   Consolidated Statements of Cash Flows                       6
                       for the three-month periods ended
                       March 31, 2000 and 1999

                  E.   Notes to Condensed Consolidated Financial Statements        8

         Item 2.  Management's Discussion and Analysis of Financial                9
                    Condition and Results of Operations

         Item 3.  Quantitative and Qualitative Market Risk Disclosures            12


Part II: OTHER INFORMATION

         Items    1, 3, 4 and 5 of Part II have been omitted because they are
                  not applicable with respect to the current reporting period.

         Item 2.   Changes in Security                                            12

         Item 6.   Exhibits and Reports on Form 8-K                               12
</TABLE>


                                   SIGNATURES

Pursuant to the requirements 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.

                        AMERICAN NATIONAL FINANCIAL, INC.
                        ---------------------------------
                                  (Registrant)



By: /s/ Carl A. Strunk
    ---------------------------------
    Carl A. Strunk
    Executive Vice President and
    Chief Financial Officer
    (Principal Financial and
    Accounting Officer) and Director                   Date: May 15, 2000


                                       2
<PAGE>   3

Part I:  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

               AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                     MARCH 31,     DECEMBER 31,
                                                                                       2000            1999
                                                                                     --------      ------------
                                                                                    (UNAUDITED)
<S>                                                                                  <C>            <C>
Current assets:
Cash and cash equivalents .....................................................      $  2,489       $  3,361
Short-term investments, at cost, which approximates fair market value .........           666          1,514
Accrued investment interest ...................................................           208            245
Trade receivables, net of allowance for doubtful accounts of $2,116 in 2000 and
  $2,097 in 1999 ..............................................................         5,501          4,526
Notes receivables, net ........................................................         2,045          1,329
Deferred tax asset ............................................................         2,073          2,082
Income tax receivable .........................................................         1,305          1,128
Prepaid expenses and other current assets .....................................           969            995
                                                                                     --------       --------
       Total current assets ...................................................        15,256         15,180
Investment securities available for sale, at fair market value ................         9,921         14,022
Property and equipment, net ...................................................         7,744          7,633
Title plants ..................................................................         2,677          2,377
Deposits with the Insurance Commissioner ......................................           133            113
Intangibles, net of accumulated amortization of $1,072 in 2000 and $959 in 1999        11,908          7,999
                                                                                     --------       --------
       Total assets ...........................................................      $ 47,639       $ 47,324
                                                                                     ========       ========

                                LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and other accrued expenses ...................................      $  3,462       $  5,506
Customer advances .............................................................         1,884          1,779
Current portion of long-term debt .............................................           311             53
Current portion of obligations under capital leases with affiliates ...........            69             67
Current portion of obligations under capital leases with non-affiliates .......           127            125
Reserve for claim losses ......................................................         2,369          2,341
Due to affiliate ..............................................................         1,573          1,642
                                                                                     --------       --------
       Total current liabilities ..............................................         9,795         11,513
Long-term debt ................................................................         4,040          1,991
Obligations under capital leases with affiliates ..............................           584            602
Obligations under capital leases with non-affiliates ..........................         1,154          1,187
                                                                                     --------       --------
       Total liabilities ......................................................        15,573         15,293

Shareholders' equity:
Preferred stock, no par value; authorized 5,000,000 shares;
  issued and outstanding, none ................................................            --             --
Common stock, no par value; authorized, 50,000,000 shares;
  issued and outstanding, 7,281,658 in 2000 and 7,180,495 in 1999 .............            --             --
Additional paid in capital ....................................................        22,245         21,884
Retained earnings .............................................................        10,003         10,336
Accumulated other comprehensive loss ..........................................          (182)          (189)
                                                                                     --------       --------
       Total shareholders' equity .............................................        32,066         32,031
                                                                                     --------       --------
       Total liabilities and shareholders' equity .............................      $ 47,639       $ 47,324
                                                                                     ========       ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                       3
<PAGE>   4

               AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                                                                   MARCH 31,
                                                                            ----------------------
                                                                              2000          1999
                                                                            --------       -------
                                                                                 (UNAUDITED)
<S>                                                                         <C>            <C>
Revenues:
Net title service revenue -- related party ...........................      $  9,688       $14,277
Escrow fees ..........................................................         4,857         6,659
Other service charges ................................................         2,865         3,392
Investment income ....................................................           279            83
                                                                            --------       -------
       Total revenues ................................................        17,689        24,411
                                                                            --------       -------
Expenses:
Personnel costs ......................................................        11,817        13,829
Other operating expenses, includes $969,000 with affiliate in 2000 and
  $1,048,000 with affiliate in 1999 ..................................         5,302         4,179
Title plant rent and maintenance .....................................         1,133         1,582
                                                                            --------       -------
       Total expenses ................................................        18,252        19,590
                                                                            --------       -------
Earnings (loss) before income taxes ..................................          (563)        4,821
Income taxes (benefit) ...............................................          (231)        2,025
                                                                            --------       -------
Net earnings (loss) ..................................................      $   (332)      $ 2,796
                                                                            ========       =======
Basic net earnings (loss) ............................................      $   (332)      $ 2,796
                                                                            ========       =======
Basic earnings (loss) per share ......................................      $   (.05)      $  0.47
                                                                            ========       =======
Weighted average shares outstanding, basic basis .....................         7,229         6,007
                                                                            ========       =======
Diluted net earnings (loss) ..........................................      $   (332)      $ 2,796
                                                                            ========       =======
Diluted earnings (loss) per share ....................................      $   (.05)      $  0.46
                                                                            ========       =======
Weighted average shares outstanding, diluted basis ...................         7,229         6,139
                                                                            ========       =======
Cash dividends per share .............................................      $   0.10       $  0.10
                                                                            ========       =======
</TABLE>


           See accompanying notes to consolidated financial statements


                                       4
<PAGE>   5

               AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                      MARCH 31,
                                                                  ------------------
                                                                  2000         1999
                                                                  -----       ------
                                                                    (UNAUDITED)
<S>                                                               <C>         <C>

Net earnings (loss) ...........................................   $(332)      $2,796

    Other comprehensive gain - unrealized gain on investment,
      securities available for sale (1)                               7           --
                                                                  -----       ------

      Comprehensive earnings (loss) ...........................   $(325)      $2,796
                                                                  =====       ======
</TABLE>

-----------------
(1)  Net of income tax expense of $4 and $0, for the three months ended March
     31, 2000 and 1999, respectively.


      See accompanying notes to condensed consolidated financial statements


                                       5
<PAGE>   6

               AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                       THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                                     ----------------------
                                                                                      2000           1999
                                                                                     -------       --------
                                                                                          (UNAUDITED)
<S>                                                                                  <C>           <C>
Cash flows from operating activities:
Net earnings (loss) ...........................................................      $  (332)      $  2,796
Adjustments to reconcile net earnings to cash provided by operating activities:
  Depreciation and amortization ...............................................          588            495
  Loss on sale of property and equipment ......................................            1             --
  Change in provision for claim losses ........................................           28             --
  Loss on sale of investments .................................................          103             --
  Changes in:
     Trade receivables, net ...................................................          (57)           458
     Accrued investment interest ..............................................           37             --
     Prepaid expenses and other assets ........................................          163              2
     Income taxes payable and deferred income taxes ...........................         (169)          (936)
     Accounts payable and other accrued expenses ..............................       (1,683)        (1,721)
     Due to (from) affiliate ..................................................          (69)            32
     Customer advances ........................................................          105              7
                                                                                     -------       --------
          Total cash provided by (used in) operating activities ...............       (1,285)         1,133
                                                                                     -------       --------

Cash flow from investing activities:
Acquisition of subsidiary, net of cash acquired ...............................       (2,747)          (106)
Purchase of title plant .......................................................           --            (75)
Collection of notes receivable ................................................            2             --
Purchase of property and equipment ............................................         (338)        (1,236)
Proceeds from sale of property and equipment ..................................            1             --
Proceeds from sale of investments .............................................        4,853             --
Additions to notes receivable .................................................         (718)            --
Purchase of investments .......................................................          (20)            (7)
                                                                                     -------       --------
          Total cash used in investing activities .............................        1,033         (1,424)
                                                                                     -------       --------

Cash flow from financing activities:
Net borrowings ................................................................           (9)          (443)
Dividend paid .................................................................         (725)            --
Proceeds from stock options exercised .........................................           --            220
Proceeds from issuance of common stock ........................................          161          9,202
Payments under capital lease obligations ......................................          (47)          (672)
                                                                                     -------       --------
          Total cash provided by financing activities .........................         (620)         8,307
                                                                                     -------       --------

Increase (decrease) in cash and cash equivalents ..............................         (872)         8,016
Cash and cash equivalents at the beginning of period ..........................        3,361         10,345
                                                                                     -------       --------
Cash and cash equivalents at end of period ....................................      $ 2,489       $ 18,361
                                                                                     =======       ========
</TABLE>


           See accompanying notes to consolidated financial statements


                                       6
<PAGE>   7

                AMERICAN NATIONAL FINANCIAL, INC. AND SUBSIDIRIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                             --------------------
                                                              2000           1999
                                                             -------       ------
                                                                  (UNAUDITED)
<S>                                                          <C>           <C>
Supplemental disclosure of cash flow information:
  Cash paid during the year:
     Interest ............................................   $    86       $   42
     Income taxes ........................................        --        2,825

Purchase of subsidiary:
  Assets acquired ........................................     3,497           --
  Liabilities assumed ....................................      (750)          --
                                                             -------       ------
  Net cash used to acquire business ......................   $ 2,747       $   --
                                                             -------       ------
Non-cash investing activities:
  Dividend declared and unpaid ...........................   $    --       $  715
</TABLE>


           See accompanying notes to consolidated financial statements


                                       7
<PAGE>   8

Notes to Condensed Consolidated Financial Statements

Note A - Basis of Financial Statements

The financial information included in this report includes the accounts of
American National Financial, Inc. and its subsidiaries (collectively, the
"Company") and has been prepared in accordance with generally accepted
accounting principles and the instructions to Form 10-Q and Article 10 of
Regulation S-X. All adjustments, consisting of normal recurring accruals
considered necessary for a fair presentation have been included. This report
should be read in conjunction with the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.

Note B - State Banking Department

The State Banking Department, State of Arizona ("State Banking Department")
delivered their report of Examination of American Title Insurance of Arizona,
Inc. (formerly known as Nations Title Insurance of Arizona, Inc.) as of and for
the three-year period ending October 31, 1998, on March 4, 1999. The report as
forwarded to the Company by State Banking Department indicates that the Company
may not be in compliance with certain State Banking Department Regulations. The
State Banking Department provided the Company with an opportunity to present
additional information prior to making their final determination as to
compliance. The Company subsequently provided additional information to the
State Banking Department for review. The Company does not believe that
resolution of this matter will have a material impact upon the financials
statement of the Company. On April 18, 2000, the State Banking Department
conducted an on-site review of records provided by the Company. The Company was
verbally notified that a full audit for the period beginning November 1, 1998
through most current records will be conducted in late 2000.

Note C - Dividends

On April 12, 2000, the Company's Board of Directors declared a quarterly cash
dividend of $.10 per share, payable on May 12, 2000, to stockholders of record
on April 28, 2000.

Note D - Acquisitions

In January 2000, the Company purchased 100% of the stock of Bancserv, Inc., a
California corporation located in Santa Ana, California. Bancserv., Inc, is a
document company providing outsource services to the real estate and banking
industry through a national network of qualified notaries public. The purchase
price was $1.3 million, $400,000 paid in cash and a $900,000 promissory note
that bears interest at a rate of 7.50%, and is due in full on January 2005. The
note requires monthly payments of $18,000 beginning February 1, 2000.

In February 2000, the Company purchased 100% of the stock of Pioneer Land Title
Corporation ("Pioneer"), a New York corporation. Pioneer provides title and
escrow services in the state of New York. The purchase price was $1.8 million,
$360,000 paid in cash and a $1.4 million promissory note that bears interest at
6.56% per annum from the purchase date through the fourth anniversary date.

In February 2000, the Company purchased 100% of the membership interests of
Emerald Mortgagee Assistance Company ("EMAC"), a full service provider of
release and assignment document preparation, document retrieval and special
title assistance headquartered in Colorado with operations nationwide. The
purchase price of $1.9 million was paid in cash of $1.7 million, subject to
certain purchase price adjustments based on the combined equity of EMAC and
American Research Services, its affiliate, and 58,495 shares of the common stock
of the Company.

These transactions were accounted for under the purchase accounting method, the
results of operations were included in earnings from the date of the
acquisitions through March 31, 2000.

Note E - Employee and Non-Employee Director Stock Purchase Loan Programs

In September 1999, the Company's Board of Directors approved the adoption of the
American National Financial, Inc. Employee Stock Purchase Loan Plan ("Employee
Plan") and the Non-employee director Stock Purchase Loan Program ("Director
Program") The purchase of the Loan Plan and Loan Program is to provide key
employees and directors with further incentive to maximize shareholder value.
The Company authorized an aggregate of $2.0 million in loans. All


                                       8
<PAGE>   9

loans are full recourse and unsecured, and will have a five-year term. Interest
will accrue on the loans at a rate of six and one quarter percent (6 1/4%) per
annum due at maturity. Loans may be repaid any time without penalty. Through
March 31, 2000, additional loans were made in the amount of $613,000 to purchase
152,640 shares of the Company's common stock at an average purchase price of
$3.99 per share. The total amount of loans outstanding at March 31, 2000 was
$1,866,000 to purchase 469,407 shares of the Company's common stock at the
average purchase price of $3.98 per share.

     Item 2.  Management's Discussion and Analysis of Financial Condition
              and Results of Operations

Factors That May Affect Operating Results

The statements contained in this report on Form 10-Q that are not purely
historical are forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, including statements regarding the Company's expectations, hopes,
intentions or strategies regarding the future. All forward-looking statements
included in this document are based on information available to the Company on
the date hereof, and the Company assumes no obligation to update any such
forward-looking statements. It is important to note that the Company's actual
results could differ materially from those in such forward-looking statements.
The reader should consult the risk factors listed from time to time and other
information disclosed in the Company's reports on Forms 10-K and filings under
the Securities Act of 1933, as amended.

Results of Operations

Total revenues for the first quarter ended March 31, 2000 decreased 27.5% to
$17.7 million from $24.4 million in the comparable 1999 period. Beginning in
mid-1999 interest rate increases caused by actions taken by the Federal Reserve
Board resulted in a significant decline in refinancing transactions, which
impacted the Company's order count and premium volume.

Net Title Service Revenue. Net title service revenue decreased $4.6 million or
32.2% to $9.7 million from $14.3 million for the comparable 1999 period. The
decrease in net title service revenue for the first quarter ended March 31, 2000
is consistent with the current real estate environment and the decline in opened
title orders. The average fee per file increased to $1,017 in 2000 compared to
$822 in the comparable 1999 period. The fee per file increase is indicative of a
change in the mix of title orders closing in a refinance market to the resale
higher fee per file business. Gross title premiums for quarter ended March 31,
2000 were $11.0 million compared to $16.2 million for the corresponding 1999
period.

Escrow Fees. Revenues from escrow fees decreased by $1.8 million or 27.1% to
$4.9 million in the first quarter of 2000 from $6.7 million in the comparable
1999 period. Escrow fees are primarily related to title insurance activity
generated by the Company's direct operations. The decrease is primarily the
result of market conditions relating to the refinance activity, the recent
interest rate increases and the decrease in closed title orders.

Other Service Charges. Other service charges were $2.9 million for the quarter
ended March 31, 2000 compared to $3.4 million for comparable 1999 period, a
decrease of $527,000 or 15.5%. The fluctuation in other fees and revenues are a
result of the level and mix of business related to the decrease in closed title
orders. The Company's strategy is to strengthen the ancillary service businesses
through acquisitions. The Company anticipates leveraging its core title and
escrow businesses and national presence to successfully expand ancillary service
businesses.

Investment Income. Investment and interest income are primarily a function of
securities markets and interest rates. Prior to 1999 the Company primarily
invested in interest bearing accounts and certificate of deposit. During 1999
the Company strengthened its balance sheet with the acquisition of National
Title Insurance of New York, Inc. ("National"), proceeds from the Initial Public
Offering and shifted the emphasis to a fixed income portfolio. Investment income
increased $196,000, or 236.1% to $279,000 compared to $83,000 in the
corresponding 1999 period.

The Company's operating expenses consist primarily of personnel and other
operating expenses, which are incurred as orders are received and processed. Net
title service revenue and certain other fees are recognized as income at the
time the transaction closes. As a result, revenue lags approximately 60-90 days
behind expenses and therefore gross margins may fluctuate.


                                       9
<PAGE>   10

Personnel Costs. Personnel costs include base salaries, commissions and bonuses
paid to employees and are the most significant operating expense incurred by the
Company. As a percentage of total revenue, personnel costs increased to 66.8%
for the three-month periods ended March 31, 2000 compared to 56.7% for the
corresponding period in 1999. Personnel costs totaled $11.8 million and $13.8
million for the three-month periods ended March 31, 2000 and 1999, respectively.
These cost fluctuate with the level of orders opened and closed and the mix of
revenue. Personnel expenses have increased as a percentage of total revenue due
to costs related to acquisitions and expansions made during 1999 and 2000. The
quarter to quarter decrease in personnel costs is a result of the Company's
efforts to maintain appropriate personnel levels and costs relative to the
volume and mix of business and revenues. The Company continues to monitor the
prevailing market conditions and attempts to respond as necessary.

Other Operating Expenses. Other operating expenses consist of facilities
expenses, escrow losses, postage and courier services, data processing expense,
general insurance, trade and notes receivable allowance and depreciation. Other
operating expense increased as a percentage of total revenue to 30.0% in the
three-month periods ended March 31, 2000, compared to 17.1% for the 1999
corresponding period. Other operating expenses totaled $5.3 million and $4.2
million, for the three-month periods ended March 31, 2000 and 1999,
respectively. In response to market conditions, the Company implemented
aggressive cost control programs in order to maintain operating expenses
consistent with levels of revenue; however, certain fixed costs are incurred
regardless of revenue levels, resulting in year over year percentage
fluctuations. The Company continues to review operating expenses and will
evaluate expenses relative to existing and projected market conditions.

Title Plant Rent and Maintenance Expense. Title plant rent and maintenance
expense totaled $1.1 million and $1.6 million for the three-month periods ended
March 31, 2000 and 1999, respectively. Title plant rent and maintenance expense
decreased as a percentage of total revenue to 6.4% from 6.5% in the three-month
periods ended March 31, 2000 and 1999, respectively. The year over year
decreases in title plant expense is primarily a result of various contract
negotiations within several counties in California and Arizona and the decrease
in opened and closed title orders resulting in significant cost reductions for
the Company.

Income tax (benefit) expense for the three-month periods ended March 31, 2000
and 1999, as a percentage of earnings before income taxes was (41.0%) and 42.0%,
respectively. The fluctuations in income tax (benefit) expense as a percentage
of earnings before income taxes, are attributable to the effect of state income
taxes on the Company's primary subsidiary the wholly-owned underwritten title
company and the ancillary service companies; a change in the amount and the
characteristics of net income, operating income versus investment income; and
the tax treatment of certain items.

Liquidity and Capital Resources

The Company's current cash requirements include debt service, debt relating to
capital leases, personnel and other operating expenses, taxes and dividends on
its common stock. The Company believes that all anticipated cash requirements
for current operations will be met from internally generated funds. In the
future, the Company's cash requirements will include those relating to the
development of National's business. While the Company presently has in place
much of the infrastructure (principally consisting of personnel) that will be
used for this development, management believes that additional cash resources
will be required. The development of direct sales operations for the expansion
of National would require more cash resources than developing these operations
using agency relationships. Cash requirements for the development of National
are expected to be met from current cash balances and internally generated
funds.

One source of the Company's funds are distributions from its subsidiaries. As a
holding company, the Company may receive cash from its subsidiaries in the form
of dividends and as reimbursement for operating and other administrative
expenses it incurs. The Company's underwritten title company collects premiums
and fees and pays underwriting fees and operating expenses. The underwritten
title company is restricted only to the extent of maintaining minimum levels of
working capital and net worth, but are not restricted by state regulations or
banking authorities in their ability to pay dividends and make distributions.

National is subject to regulations that restrict its ability to pay dividends or
make other distributions of cash or property to its parent company without prior
approval from the Department of Insurance of the State of New York. The maximum
amount of dividends which can be paid by National to shareholders without prior
approval of the Insurance Commissioner is subject to restrictions. No dividends,
including all dividends paid in the preceding twelve months, which exceed 10% of
the outstanding capital shares can be paid without prior approval unless after
deducting dividends


                                       10
<PAGE>   11

the Company has surplus to policyholders at least equal to the greater of 50% of
its reinsurance reserves or 50% of the minimum capital required. Additionally,
dividends are further limited to the Company's earned surplus.

The Company's other subsidiary operations collect revenue and pay operating
expenses; however, they are not regulated by insurance regulatory or banking
authorities. Positive cash flow from the underwritten title companies and other
subsidiary operations is invested primarily in cash and cash equivalents.

In December 1998, the Company entered into an agreement to purchase a home
office building in Orange, CA for $2.6 million. On April 14, 1999 the Company
completed the purchase of the home office building. The Company financed $2.1
million, secured by a first trust deed. The terms of the note require monthly
interest payments at prime and monthly principal payments of $4,000. The note
matures on April 1, 2004. Currently, the Orange County operations moved to the
new facility, and the Company expects to complete the relocation of its
executive and other related offices in third quarter 2000. The Company estimates
the costs associated with the relocation to be minimal.

Year 2000

Information technology is an integral part of the Company's business. The
Company also recognizes the critical nature of and the technological challenges
associated with the Year 2000 issue. The Year 2000 ("Y2K") issue results from
computer programs and computer hardware that utilize only two digits to identify
a year in the date field, rather than four digits. If such programs or hardware
are not modified or upgraded information systems could fail, lock up, or in
general fail to perform according to normal expectations. The Company has
implemented a program and committed both personnel and other resources to
determine the extent of Y2K issues. The scope of the Y2K program included a
review of the systems used in our title plants, title policy processing, escrow
production, claims processing, real estate related services, financial
management, human resources, payroll and infrastructure. In addition to a review
of internal systems, the Company has formally communicated with third parties
with which it does business in order to determine whether or not they are Y2K
compliant and the extent to which the Company may be vulnerable to third
parties' failure to become Y2K compliant. The Company continues the process of
identifying Y2K compliance issues in its systems, equipment and processes. The
Company will make any necessary changes to such systems, updating or replacing
such systems and equipment, and modifying such processes to make them Y2K
compliant.

The Company developed a four phase program to become Y2K compliant. Phase I is
"Plan Preparation and Identification of the Problem." This is a continuing
phase. Phase II is "Plan Execution and Remediation." Phase III is "Testing."
Phase IV is "Maintaining Y2K Compliance." The status of the Y2K compliance
program is monitored by senior management of the Company and by the Audit
Committee of the Company's Board of Directors. The costs of the Y2K related
efforts incurred to date have not been material, and the estimate of remaining
costs to be incurred is not considered to be material. These estimates may be
subject to change due to the complexities of estimating the cost of modifying
applications to become Y2K compliant and the difficulties in assessing third
parties', including various local governments upon which the Company relies upon
to provide title related data, ability to become Y2K compliant.

The Company has not experienced any Y2K compliance related issues to date.
Management of the Company believes that its electronic data processing and
information systems are Y2K compliant; however, there can be no assurance all of
the Company's systems are Y2K compliant, or the costs to be Y2K compliant will
not exceed management's current expectations, or that the failure of such
systems to be Y2K compliant will not have a material adverse effect on the
Company's business. The Company believes that functions currently performed with
the assistance of electronic data processing equipment could be performed
manually or outsourced if certain systems are determined not to be Y2K
compliant.

The Company completed a contingency plan in the event that any systems are not
Y2K compliant.

This entire section "Year 2000 Issues" is hereby designated a "Year 2000
Readiness Disclosure", as defined in the Year 2000 Information and Readiness
Disclosure Act.


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<PAGE>   12

     Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT THE
              MARKET RISK OF FINANCIAL INSTRUMENTS

The Company's Consolidated Balance Sheets includes a substantial amount of
assets and liabilities whose fair values are subject to market risks. The
following sections address the significant market risks associated with the
Company's financial activities for the three-month periods ended March 31, 2000
and 1999, respectively.

Interest Rate Risk

The Company's fixed maturity investments and borrowings are subject to interest
rate risk. Increases and decreases in prevailing interest rates generally
translate into decreases and increases in fair values of those instruments.
Additionally, fair values of interest rate sensitive instruments may be affected
by the creditworthiness of the issuer, prepayment options, relative values of
alternative investments, the liquidity of the instrument and other general
market conditions.

Equity Price Risk

The carrying values of investments subject to equity price risks are based on
quoted market prices or management's estimates of fair value as of the balance
sheet date. Market prices are subject to fluctuation and, consequently, the
amount realized in the subsequent sale of an investment may significantly differ
from the reported market value. Fluctuation in the market price of a security
may result from perceived changes in the underlying economic characteristics of
the investee, the relative price of alternative investments and general market
conditions. Furthermore, amounts realized in the sale of a particular security
may be affected by the relative quantity of the security being sold.

Part II: OTHER INFORMATION

     Item 2.  Changes in Securities

The following table sets forth the range of high and low closing prices for the
common stock on the NASDAQ Stock Exchange

                                                High         Low
                                              -------      -------

     January 1, 2000 through May 9, 2000:     $3.9375      $3.0000

On May 9, 2000, the last reported sale price of the common stock on the NASDAQ
Stock Exchange was $3.06 per share. As of May 9, 2000, the Company had less than
800 shareholders of record.


     Item 6.  Exhibits and Reports on Form 8-K.

     (a)      Exhibits:

              Exhibit 10.16 -- Stock Purchase Agreement dated February 29,
                               2000 by and among American National Financial,
                               Inc. and Vincent L. Prandi and Daniel A. Ferrara.

              Exhibit 10.17 -- Membership Interest Purchase Agreement dated
                               February 29, 2000 by and among American
                               National Financial, Inc. and Angela Muirhead and
                               Lawrence E. Castle.

              Exhibit 11    -- Computation of Basic and Diluted Earnings Per
                               Share

              Exhibit 27    -- Financial Data Schedule - March 31, 2000

              Reports on Form 8-K:

                None.



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