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

                                   Form 10-KSB

     [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                 For the fiscal year ended December 31, 2000
                                           -----------------

                            AUTOFUND SERVICING, INC.
                            ------------------------
                 (Name of small business issuer in its charter)

          NEVADA                                                88-0465858
         ---------                                              ----------
(State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

         3201 Cherry Ridge Dr., Suite 314, San Antonio, TX         78230
         -------------------------------------------------        --------
              (Address of principal executive offices)           (Zip Code)

Issuer's telephone number (210) 979-0840
                          --------------

Securities registered under Section 12(b) of the Exchange Act:

          Title of each class         Name of each exchange on which registered
                  None                      NONE
                  ----                      ----

Securities registered under Section 12(g) of the Exchange Act:

                                      None
--------------------------------------------------------------------------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. [X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]



<PAGE>

State issuer's revenues for its most recent fiscal year.  $ 2,374,582.
                                                          -----------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange  Act.)

NONE

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. [ ]Yes [ ] No

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 20,000,000 shares of common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes     ; No (X)
                                                               ----    ----






<PAGE>

                               TABLE OF CONTENTS




PART I........................................................................5

ITEM 1.     DESCRIPTION OF BUSINESS...........................................5

ITEM 2.     DESCRIPTION OF PROPERTY...........................................7

ITEM 3.     LEGAL PROCEEDINGS.................................................7

ITEM 4.     SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS................7

PART II.......................................................................7

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER...........7

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

            AND PLAN OF OPERATIONS............................................8

ITEM 7.     FINANCIAL STATEMENTS.............................................10

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

            AND FINANCIAL DISCLOSURE.........................................10

PART III.....................................................................10

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,

            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT................10

ITEM 10.    EXECUTIVE COMPENSATION...........................................12

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

            MANAGEMENT.......................................................12

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................13

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.................................13

Independent Auditors' Report.................................................14

Balance Sheet................................................................15

Statement of Income and Retained Earnings....................................16

Statement of Changes in Stockholders' Equity.................................18

Statement of Cash Flows......................................................19

Notes to Financial Statements................................................20

Exhibit 3.1..................................................................24

Exhibit 3.2..................................................................29




<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

GENERAL

         AutoFund Servicing, Inc. is engaged in providing third party collection
and   recovery   services   to   investors,   auto   loan   companies,    banks,
buy-here-pay-here companies and auto finance related companies who have bad debt
accounts.  A "bad debt account," often referred to "deficiency" or "charged-off"
debts, are debts which likely are not collectible by normal methods.  These auto
loan accounts  have,  for the most part,  been written off or charged off by the
company who  provided the vehicle  loan to the  customer,  and the debt is still
owed by a customer whose vehicle may or may not have been  repossessed.  Because
the autos which secured the loans have usually been repossessed, the bulk of the
accounts are no longer  secured by the auto as collateral,  and normal  recovery
efforts are not effective.

UNLESS  OTHERWISE  INDICATED  OR THE  CONTEXT  OTHERWISE  REQUIRES,  WE REFER TO
AUTOFUND SERVICING, INC. AS "AFSI" OR THE "COMPANY".

         AFSI's  revenues  consist of aggressively  seeking  accounts from these
companies to process for recovery. Large numbers of these accounts are purchased
from companies  that wish to liquidate  certain  delinquent  accounts from their
portfolio. AFSI then attempts to collect the moneys owed on these accounts. Data
storage  services are also provided for clients on a long-term  agreement  basis
and  reports  are  generated  from this data for  clients.  AFSI also  purchases
portfolios  from companies that wish to liquidate  certain  delinquent  accounts
from their portfolio.

         The Company began servicing its first portfolio for Reliance Acceptance
Corporation  in  January  1999.  AFSI  generated  100% of 1999  revenue  from an
agreement  with  Reliance  Acceptance  Corporation  and  Bank  of  America  that
initially called for AFSI to recover delinquent debt from 16,000 borrowers under
an agreement that provided the Company with 29% of all the money  collected,  by
AFSI, plus expenses. The Company renegotiated this agreement in February 2000 to
provide that they receive 29% of the money collected on secured  accounts (those
with collateral such as an auto still in the possession of the borrower) and 45%
on accounts with no collateral.

         Prior to this portfolio,  the Company had no revenue and its activities
were to  conduct  due  diligence  on this and other  potential  portfolios.  The
Company is presently servicing the original  portfolio,  a Bank of Hawaii credit
card charged-off portfolio and another charged-off auto deficiency portfolio for
All American Acceptance Corporation.

         The Bank of Hawaii  portfolio  was a purchase  of a small  credit  card
portfolio. It is only 5% the size of the Reliance Acceptance Corporation and All
American Acceptance Corporation portfolios. Collection efforts were initiated on
this portfolio in February 2000 and gross revenues  generated  through  December
31, 2000 were $181,013.

         The  purchase  of Bank of  Hawaii  was a joint  venture  with a private
investor.  The loan to purchase, of $139,135 plus interest,  was paid in full in
November  2000.  All future  collections  will be directed to the Company with a
50/50 split with the investor after all Company expenses have been satisfied.

         In June 2000 the Company  negotiated  an  agreement  with All  American
Acceptance  Corporation  ("All  American")  to collect  debt from a portfolio of
approximately  15,500  accounts  representing  $86,000,000  in remaining  unpaid
balances,  provided the Company  purchases these accounts.  Under the agreement,
AFSI will retain 50% of the collected  amount on all recoveries.  This agreement
gives AFSI the option to  purchase,  at any time,  All-American's  portfolio  of
loans for the sum of $1,395,000 or $0.01622 on the dollar.



<PAGE>



HISTORY

         The  Company was  incorporated  in the State of Nevada on March 7, 1997
under the name "Sphinx  Industries,  Inc." On July 7, 2000, the Company  changed
their name to AutoFund Servicing, Inc.

         James D. Haggard formed AutoFund, Inc. ("AFI") a Texas corporation,  in
August 1997. AFI recognized an opportunity to bid for the purchase of a group of
loans being sold at auction by the Delaware  Bankruptcy Trustee on behalf of the
creditors of Reliance Acceptance  Corporation.  While the bid for this portfolio
of loans was  ultimately  unsuccessful  the company was able to forge a business
relationship  and  recovery   agreement  with  the   post-bankruptcy   surviving
management of Reliance  Acceptance  Corporation.  The  agreement  allowed AFI to
perform  collection,  recovery and loan servicing duties for Reliance Acceptance
Corporation  under a portfolio  servicing  agreement,  that is, an  agreement to
attempt collection on or otherwise manage a group of loans. During the time that
AFI  performed  its duties,  it grew to a work force of 40 employees who managed
the recovery efforts on approximately 16,000 individual accounts.  The employees
of the company are not  represented  by a union or organized  under a collective
bargaining agreement.

         In September 1998 Mr. Haggard formed  AutoFund Servicing, Inc., a Texas
corporation  ("AutoFund Texas"),  for the specific purpose of expanding the core
business  of AFI  and  to  explore  acquisition  opportunities  resident  in the
marketplace.  The Company (AutoFund,  the Nevada  Corporation  formerly known as
Sphinx Industries,  Inc.) purchased AutoFund Texas on July 25, 2000. Mr. Haggard
is currently the sole shareholder of AutoFund.

SEASONALITY

         The Company's business is not seasonal in nature.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

         AFSI  generated  100% of 1999 revenue from  collection  efforts for one
client. While the Company has a long-term agreement with this client there is no
guarantee  that the client will remain loyal to the company.  AFSI had 3 clients
in 2000.  The loss of any one of these  clients  could  cause  our  revenues  to
decrease sharply.

REGULATION

         The Company manages loan portfolios that are geographically diverse and
they are  subject  to  numerous  State  and  Federal  laws in each  jurisdiction
including  but not limited  to:  Federal  Truth in Lending  Act,  Federal  Equal
Opportunity  Act,  Federal Fair Debt  Collection  Practices  Act and the Federal
Trade  Commission  Act.  Other  requirements  mandated  by  law  are  licensing,
qualification and regulation that govern maximum finance charges, collection and
recovery  practices,  selling  and  administration  of  ancillary  elective  and
lender-imposed   insurance  products,   investigation,   skip  tracing  (finding
borrowers)  efforts  and the  location,  recovery  and  disposal  of  collateral
automobiles through repossession and auction procedures.

RESEARCH AND DEVELOPMENT

         The Company  has  incurred  no  expenses  related to company  sponsored
research and development.

COMPETITION

         Tremendous  changes have occurred  during the past 12 months in the Bad
Debt  industry.  Lenders are selling  their  charged  off debt  (estimated  at 3
trillion  dollars in the United  States) more rapidly and for more money than at
any time in history.  The primary focus,  currently,  is credit card debt. AFSI,
however,  prefers  auto loan charge offs  because of their  experience.  General
Electric,  Capital One and  Integrated  Services  are three of the largest  debt
buyers and their focus is on credit card portfolios, not auto portfolios.



<PAGE>


         With AFSI's experience and performance on existing portfolios they will
have continuing opportunities for new business. The Company will remain flexible
in their  approach  to new  business  (purchase,  joint  venture or  servicing),
allowing their prospective clients to consider options that their competitors do
not offer.

         Time  is of the  essence.  The  faster  AFSI  can  complete  their  due
diligence  and  negotiate an offer,  the better  chance the Company will have at
purchasing  the  portfolio  at a very  attractive  price.  AFSI will enhance its
opportunity  to  acquire  portfolios  in a timely  and  efficient  manner.  Most
portfolios  today are placed  under a bidding  constraint  and due  diligence is
limited until an intermediate  price can be  established.  Upon due diligence it
may  be  determined  that  a  portfolio  pricing  needs  to be  renegotiated  or
restructured to limit or share in the liability.

PERSONNEL

         As of the date of this report AFSI has ten  officers/directors  and ten
collectors employed.

ITEM 2.  DESCRIPTION OF PROPERTY

         The  Company's  only  office is located in San  Antonio,  Texas at 3201
Cherry Ridge Drive, Suite 314, San Antonio, Texas 78230. The Company has a lease
agreement in place covering office facilities beginning in September,  2000. The
current year renewal  substantially  doubles rent expense but also doubles floor
space.  This  agreement  expires  September  30, 2005.  However,  the  agreement
contains two renewal options every three years, each with a term of three years.
The following is a schedule of future rent commitments for the next five years:

                  Year Ended December 31,
                         2001                                 $  240,597
                         2002                                 $  240,597
                         2003                                 $  240,597
                         2004                                 $  240,597
                         2005                                 $  180,448
                                                              ----------
                                                              $1,142,836


ITEM 3.  LEGAL PROCEEDINGS

         AFSI is not a party to any pending  litigation and none is contemplated
or threatened.

ITEM 4.  SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS

         None.
                                     PART II


ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER

Common Stock

         The Company's  authorized  capital  common stock consists of 50,000,000
shares of common  stock,  $.001  par  value  per  share.  As of the date of this
report,  there are  20,000,000  shares of common stock  issued and  outstanding,
which are held of record by approximately 317 holders.



<PAGE>


Cash Dividends

         As of the date of this prospectus,  we have not paid any cash dividends
to  stockholders.  The  declaration  of any future cash  dividend will be at the
discretion of our board of directors and will depend upon our earnings,  if any,
our  capital   requirements  and  financial   position,   our  general  economic
conditions,  and other pertinent conditions.  It is our present intention not to
pay any cash  dividends  in the  foreseeable  future,  but  rather  to  reinvest
earnings, if any, in our business operations.

Preferred Stock

         AFSI's  authorized  preferred  stock  consists of  1,000,000  shares of
stock,  $.001 par value per share.  As of the date of this report,  there are no
shares of preferred  stock  outstanding.  The  Company's  preferred  stock ranks
senior to all other equity securities,  including common stock. Dividends, when,
as and if declared by the board of directors,  shall be paid out of funds at the
time legally  available for such purpose.  The preferred  stock will bear simple
interest at an annual rate of 10% and the interest  will be paid in common stock
with an arbitrary  value of $2.00 per share.  For example,  if you purchase 1000
shares of preferred stock at $1.64 a share for a total value of $1640.00, at the
end of one  year,  you will  receive  $164.00  worth  of  common  stock  with an
arbitrary value of $2.00 per share (82 shares of common stock).

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
         OPERATIONS

         The  following  discussion  should  be read  in  conjunction  with  the
Company's financial statements and notes thereto and other financial information
appearing  elsewhere  in  this  Report.  This  Report  contains  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.  Forward-looking  statements
include statements concerning underlying  assumptions and other statements which
are other  thaN  statements  of  historical  facts.  Forward-looking  statements
involve risks and uncertainties  which could cause actual results or outcomes to
differ materially.  The Company's expectations and beliefs are expressed in good
faith and are believed by the Company to have a  reasonable  basis but there can
be no assurance that management's  expectations,  beliefs or projections will be
achieved or accomplished.  The actual results could differ materially from those
discussed in the forward-looking statements.

RESULTS OF OPERATIONS

         The Company had no revenues  during the period from  September 28, 1998
(inception)  to January 27, 1999  (beginning  date of servicing  agreement  with
Reliance Acceptance Corporation).  Accordingly,  comparisons to periods prior to
January 27, 1999 are not meaningful.

         Total  Revenues for 1999,  ending  December 31,  1999,  were  $968,173,
compared to the year of 2000, ending December 31, 2000, were $2,391,772.

         Cost and  Expenses--For  the year ended  December 31, 1999, the Company
had a net income of $57,667.  For the year ended  December 31, 2000, the Company
had a net income of $189,107. The income percentage increase for the year ending
December 31, 2000 could be  attributed to the increase of the servicing fee with
Reliance Acceptance Corporation.

OPERATING RESULTS OF "RAC", "AAAC", and "BOH"

         Under the servicing agreement with Reliance Acceptance Corporation AFSI
generated  $3,323,814 in gross  collections from the time of inception,  January
27, 1999 through fiscal year end, December 31, 1999. In comparison,  fiscal year
2000 (January 1, 2000 through  December 31, 2000) resulted in gross  collections
of $4,802,772, which represented an increase of $1,478,958 or 44%.

         Of the gross collections, AFSI earned revenue of $912,077 (based on the
servicing agreement with Reliance  Acceptance  Corporation) for fiscal 1999. For
fiscal year 2000 AFSI earned  revenue of  $1,658,987  off of gross  collections,
which  represented  an increase of $746,910 or 82%.  This  increase was a direct
result of improved  performance by the collection  staff and the ability of AFSI
to renegotiate the servicing fee with Reliance  Acceptance  Corporation based on
this improved performance.



<PAGE>


         Management  believes  that each  charged-off  portfolio  will peak at a
certain  time and that  regardless  of the  quality  of the  efforts  the  gross
collections will experience a downward trend. The ability to increase  revenues,
as  demonstrated  by AFSI over the past 24 months,  leads  management to believe
that  additional  incoming  portfolios  will experience the same positive trends
until reaching its potential and starting its downward cycle.

         The inception of the All American Acceptance  Corporation portfolio was
June 1, 2000. The owners of this portfolio, All American Acceptance Corporation,
entered into a servicing  contract  with AFSI as of this date.  During the first
seven months (June 2000  through  December  2000) the  portfolio  has  generated
$805,642  in gross  collections  of which AFSI has  received  gross  revenues of
$402,821.

         With this portfolio being so new management believes it will follow the
progress of the previously  discussed "RAC" portfolio,  which it nearly mirrors,
and exceed the  annualized  projection  based on the first  seven  months  gross
collections. Likewise, gross revenues should follow accordingly.

         The "BOH" (Bank of Hawaii)  portfolio  was a purchase of a small credit
card  portfolio.  It is only 5% the  size of the  "RAC"  and  "AAAC"  portfolios
previously  discussed.  Collection  efforts were  initiated on this portfolio in
February  2000 and gross  revenues  generated  through  December  31,  2000 were
$181,013.

         The  purchase  of Bank of  Hawaii  was a joint  venture  with a private
investor.  The loan to purchase, of $139,135 plus interest,  was paid in full in
November  2000.  All future  collections  will be directed to the Company with a
50/50 split with the investor after all Company expenses have been satisfied.

         Management  believes that the portfolio will continue to generate gross
collections of approximately $120,000 at an expense of approximately $42,000 for
fiscal  year 2001.  With an exit  strategy  to sell the  remainder  of the "BOH"
portfolio at an estimated $.03 on the dollar generating an additional $60,000 in
revenues in December 2001 the portfolio will conclude as break even.

         Future  revenue and profits will depend on various  factors,  including
financing the purchase of additional portfolios as well as purchasing portfolios
already in house. The future  expansion of the Company's  operation will also be
dictated by the ability to raise capital for additional  portfolio  purchases as
the Company  experiences  a ninety-day  delay in revenue  production  on any new
acquisition.  Additional personnel and equipment are also necessary but will not
be a hindrance to successful expansion.

OVERVIEW

         On July 25, 2000 the sole  shareholder of AutoFund  Servicing,  Inc., a
Texas  Corporation,  (formed  September  1998)  entered into an  agreement  with
AutoFund  Servicing,  Inc., a Nevada corporation F/K/A Sphinx Industries,  Inc.,
(formed  March 1997) to exchange  100% of the issued and  outstanding  shares of
AutoFund Servicing,  Inc., the Texas Corporation,  for 18 million shares (90% of
the  outstanding  shares) of the Nevada  corporation.  On October  13,  2000 the
emerging  company  AutoFund  Servicing,  Inc.,  a Nevada  corporation  filed its
registration  statement  8-A12B with the Securities  and Exchange  Commission to
become a full reporting public company.

PLAN OF OPERATION

         The Company is in the business of servicing charged-off auto deficiency
portfolios.  Charged-off  deficiencies  are  accounts  that the  consumer  has a
remaining  balance on and has not made a payment for at least 90 - 120 days. The
originator  then  determines the loan is not collectable and takes the remaining
balance as a loss. The Company began servicing its first portfolio, for Reliance
Acceptance Corporation in January 1999. Prior to this portfolio, the Company had
no revenue and its  activities  were to conduct due  diligence on this and other
potential portfolios. The Company is presently servicing the original portfolio,
a Bank of Hawaii credit card charged-off  portfolio and another charged-off auto
deficiency portfolio for All American Acceptance Corporation.



<PAGE>


         Future  revenue and profits will depend on various  factors,  including
financing the purchase of additional portfolios as well as purchasing portfolios
already in house. The future  expansion of the Company's  operation will also be
dictated by the ability to raise capital for additional  portfolio  purchases as
the Company  experiences  a ninety-day  delay in revenue  production  on any new
acquisition.  Additional personnel and equipment are also necessary but will not
be a hindrance to successful expansion.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has met its capital requirements through shareholder (James
D.  Haggard)  investment  of $59,138 at 0%  interest.  This loan has a remaining
balance of $5,000 as of December 31, 2000.

         It is  managements  belief that future  purchases and expansion will be
financed  through cash flow from operations and other forms of financing.  There
are no assurances  that such financing will be available on terms  acceptable or
favorable to the Company.

ITEM 7.  FINANCIAL STATEMENTS

         The following  report and financial  statements of the  Corporation are
contained on the pages indicated.

         Independent Auditors' Report                                  Page 14
         Balance Sheet                                                 Page 15
         Statement of Income and Retained Earnings                     Page 16
         Statements of Changes in Stockholders' Equity                 Page 18
         Statement of Cash Flows                                       Page 19
         Notes to Financial Statements                                 Page 20

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         The  Company  has  not  changed  accountants  and no  disagreements  on
accounting or financial  disclosure  practices  occurred  during the fiscal year
ended December 31,2000.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The names,  ages, and positions of the Company's  present  officers and
directors are set forth below:

Name                  Age      Position(s)

James Haggard         51       President/Chief Executive Officer/Secretary and
                                Director
John Polgar           50       Executive Vice President/Chief Operating Officer
Edward Aleman         29       Vice President/Operations Director
Kathie Bewley         47       Human Resources Director
Daniel Masterson      42       Vice President/Marketing Director
Rick Allen            47       Collections Director
Wendill Blair         60       Corporate Assets Director
James Tankersley      53       Information Systems Manager
Robert Bernholtz      55       Collection Manager
Sharon Canfield       61       Collection Manager




<PAGE>


         The persons named above are expected to hold their offices/positions at
least until the next annual meeting of our stockholders.

Management Biographies

         James  Haggard has been  involved  in the  automobile  finance  related
industry for over 20 years.  Prior to founding AutoFund Mr. Haggard was employed
as Senior Vice President by Reliance Acceptance Corporation, a San Antonio Texas
auto finance  company that made indirect  auto loans to borrowers,  through auto
dealers  throughout  the United  States.  Mr.  Haggard was  responsible  for the
development and profitability of 8 branch offices and over 100 employees.  Prior
to joining Reliance Acceptance Corporation in 1993 he was employed as a Business
Development  Manager  with Mercury  Finance  Corporation.  Mr.  Haggard has been
involved in all phases of finance  company  operations  from  marketing  through
collections, training, legal, compliance, recovery and management reporting.

         John  Polgar  came to  AutoFund  in January  1999.  His  position  with
AutoFund includes  developing  strategy,  the development of performance  review
parameters, due diligence and management oversight of all operations. Mr. Polgar
formerly  held the  position of Director of  Operations  at Reliance  Acceptance
Corporation where since mid 1994 he was responsible for the operational concerns
of 56  regional  loan  offices  and 7  regional  collection  centers.  Reporting
directly to the office of the president  and the board of directors,  Mr. Polgar
made recommendations regarding strategy, goal setting,  compliance,  performance
and personnel  issues.  Prior to joining Reliance  Acceptance  Corporation,  Mr.
Polgar  held  positions  of  management  for over 10 years at  consumer  finance
companies.

         Edward  Aleman also  joined  AutoFund in January  1999.  Mr.  Aleman is
currently  responsible  for day to day  operations of the company as well as the
oversight  of the various  department  heads  involved in the daily  collection,
recovery and customer interface functions of the company. He is also involved in
the  sourcing,  hiring,  training  and review of  employees  directly  under his
direction. Prior to joining AutoFund Mr. Aleman was a branch manager responsible
for all phases of business and reporting at Reliance Acceptance Corporation.  He
held this  position  since 1995 and was involved in sales and  customer  service
prior to his employment at Reliance Acceptance Corporation.

         Daniel  Masterson  was  hired  in  January  2000.  As the  director  of
marketing he is responsible for establishing  contact with potential clients and
to investigate physical file attributes of portfolios offered to the company for
collections. His duties also include the performance of due diligence and ensure
licensing  compliance  in each state that the company  transacts  business.  Mr.
Masterson  also  assists the  information  technology  and  information  systems
department  to facilitate  uninterrupted  system  service.  Prior to joining the
company Mr.  Masterson  was,  for 2 years,  the  director of finance for a large
import automobile  dealership in San Antonio. Mr. Masterson was employed,  for 3
years,  as  marketing  director  and  regional  operations  manager for Reliance
Acceptance Corporation.  Immediately prior to this Mr. Masterson was employed in
a management  capacity in the retail  automobile  dealership  environment for 15
years.

         Kathie Bewley is the director of human resources who joined the company
in July 1999.  Her  duties  include  the  administration  of company  employment
policies,  health, medical, dental and other insurance programs,  maintenance of
physical employment files performance reviews and employee handbook creation and
distribution.  Ms.  Bewley  also  performs  accounts  payable  functions  and is
responsible  for timesheet  review.  Prior to joining  AutoFund Ms. Bewley was a
student at the  University  of Texas at San Antonio  where she was on the Dean's
List with a GPA of 3.9.

         Richard Allen joined  AutoFund  7/31/00 in his current role as director
of deficiency collections and is responsible for a group of employees whose sole
purpose is to effectively  negotiate settlement agreements with borrowers within
their  workbook.  Prior to  joining  AutoFund  Mr.  Allen  spent 6 years  with a
collection company in San Antonio as a collection  manager.  His negotiation and
interpersonal skills qualify him to manage the core functions of his department.
Mr.  Allen has a total of 25 years  experience  in finance  company,  collection
company and bank collection.



<PAGE>


         Windell  Blair brings  nearly 30 years of  automobile  finance  related
experience  to AutoFund.  Prior to joining  AutoFund in 3/1/99 Mr. Blair was the
sole  proprietor  of a lender  services  company  in San  Antonio.  His focus on
developing  profitable  programs  for lenders to assist in strategy and planning
for delinquency  resolution is a welcome  addition to the management  team. With
his knowledge and personal experience Mr. Blair is a natural mentor to employees
and an asset to the organization.

         James  Tankersley  joined the company in  February  2000 as the company
information  systems manager.  His primary  responsibility  is insuring that the
servicing  platform  is up and  running  at all  times  so that  the  collection
personnel are not experiencing any downtime. He also initiates and follows up on
changes in the company  telecommunication systems and runs back up for daily and
month-end  business  activity.  Previously,  Jim had held the same position with
Reliance Acceptance Corporation for 5 years.

         Robert  Bernholtz  joined the company in February  2000 as a collection
manager  in  the  deficiency  balance  collection  department.  He  is  directly
responsible  for the daily work  activity of 7 to 10  collectors.  This includes
involvement in sourcing,  hiring,  and training and evaluating  individual/group
results.  Robert brings 20 years of related  experience having served collection
manager  positions  with  Reliance  Acceptance  Corporation  and  ITT  Financial
Services.

         Sharon  Canfield  joined the  company on 1/14/99 as an hourly  employee
assigned to the deficiency balance collection department based on her hard work,
dedication  and  positive  monthly  results.  She was  promoted  to her  current
position as collection manager on 6/1/00.  Prior to joining AutoFund  Servicing,
Inc,  she  was  employed  as a  collector  for 2 1/2  years.  She  is  currently
responsible for the training and results of 7 to 10 collectors  under her direct
supervision.

ITEM 10. EXECUTIVE COMPENSATION

         James Haggard,  the Company's  president and Chief  Executive  Officer,
received  compensation  as  salary of  $200,000  cash in 2000,  and the  Company
expects to pay him the same salary in 2001. In 2000, he also received  $2,544 in
insurance benefits and received an automobile  allowance of $12,000. The Company
expects  to pay him the  same  amounts  in  insurance  benefits  and  automobile
allowance in 2001.

         John Polgar,  our Executive Vice President and Chief Operating Officer,
received  compensation  as salary of $200,000 cash in 2000, and we expect to pay
him the same  salary in 2001.  In 2000,  he also  received  $2,544 in  insurance
benefits and received an automobile  allowance of $12,000.  We expect to pay him
the same amounts in insurance benefits and automobile allowance in 2001.

         No other officer,  director, or employee received in excess of $100,000
in salary and benefits in 2000,  nor does the Company expect to pay any officer,
director, or employee in excess of $100,000 in salary and benefits in 2001.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth,  as of the date of this  report,  the
total number of shares owned beneficially by each of AFSI's directors,  officers
and key employees,  individually and as a group, and the present owners of 5% or
more of the Company's  total  outstanding  shares.  The table also reflects what
their  ownership  will be assuming  completion  of the sale of all shares in the
offering.  The stockholder  listed below has direct  ownership of his shares and
possesses sole voting and dispositive power with respect to the shares.

Name                         Number of         Number of          Percentage of
Address                      Shares Before     Shares             Ownership
Beneficial Owner [1]         Offering          After Offering     After Offering

James Haggard                18,000,000        18,000,000         90%
115 Canter Gait
Shavano Park, Texas 78231



<PAGE>



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Mr.  Haggard has advanced  $5,000 to the  company.  This balance is
carried in accounts payable

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

          3.1     Articles of Incorporation of Sphinx Industries, Inc.
          3.2     By-Laws of Sphinx Industries, Inc.

         No reports on Form 8-K were filed during the quarter ended December 31,
2000.



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                            AutoFund Servicing, Inc.
                            ------------------------
                                  (Registrant)

                            By: /s/ James D. Haggard
                              --------------------
                                James D. Haggard
                                  (President)*

                               Date March 8, 2001

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

                            By: /s/ James D. Haggard
                              --------------------
                                James D. Haggard
                           (Chief Executive Officer)*

                               Date March 8, 2001

                            By: /s/ James D. Haggard
                              --------------------
                                James D. Haggard
                                   (Director)*

                               Date March 8, 2001



<PAGE>



Independent Auditors' Report


To the Board of Directors
AutoFund Servicing, Inc.
3201 Cherry Ridge, Suite 314
San Antonio, Texas 78230

We have audited the accompanying balance sheet of AutoFund Servicing, Inc. as of
December 31, 2000 and the related  statement  of income and  retained  earnings,
statement of changes in stockholder's equity and statement of 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 AutoFund Servicing,  Inc. as of
December 31, 2000,  and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.



January 26, 2001



/S/  WESLEY F. CROWLEY
----------------------
     WESLEY F. CROWLEY
     CERTIFIED PUBLIC ACCOUNTANT
     11202 DISCO DRIVE, SUITE 118
     SAN ANTONIO, TEXAS




<PAGE>

<TABLE>

<CAPTION>


                            AUTOFUND SERVICING, INC.

                                  BALANCE SHEET
                               December 31, 2000


                                     Assets

<S>                                                              <C>               <C>

Current Assets
         Cash                                                    $    47,797
         Accounts receivable                                          60,386
         Inventory                                                   103,963
                                                                  ----------

                  Total Current Assets                                             $   212,146

Property and Equipment
         Building improvements                                        38,071
         Furniture and fixtures                                      178,387
         Equipment                                                   102,918
         Software                                                     23,722
         Less:  Accumulated depreciation                             (86,177)
                                                                  ----------

                  Net Property and Equipment                                           256,921
                                                                                    ----------

                           Total Assets                                            $   469,067
                                                                                    ==========


                      Liabilities and Stockholders' Equity


Current Liabilities
         Accounts payable                                         $   92,150
         Accrued liabilities                                          41,103
     Income taxes payable                                             75,896
                                                                   ---------

                  Total Current Liabilities                                        $   209,149

Deferred Credit
         Deferred Federal income taxes                                10,846
                                                                   ---------

                  Total Deferred Credit                                                 10,846

Stockholders' Equity
         Common stock                                                 20,000
         Retained earnings                                           229,072
                                                                   ---------

                  Total Stockholders' Equity                                           249,072
                                                                                    ----------

                              Total Liabilities and
                              Stockholders' Equity                                 $   469,067
                                                                                    ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.



<PAGE>

<TABLE>

<CAPTION>

                            AUTOFUND SERVICING, INC.

                    Statement of Income and Retained Earnings
                          Year Ended December 31, 2000


<S>                                                           <C>                 <C>

Income
     Servicing income                                                             $ 2,374,582

Direct Costs
         Salaries & wages                                     $ 1,145,067
         Temporary staff                                          132,970
         Payroll taxes                                             28,764
         Telephone                                                 96,583           1,403,384
                                                               ----------          ----------

                  Gross Profit                                                        971,198

Operating Expenses
         Officer & office salaries                                192,058
         Rent                                                     134,070
         Insurance                                                 70,178
         Professional fees                                         73,120
         Depreciation                                              56,877
         Computer expenses                                         21,264
         Office                                                    31,668
         Repairs                                                    3,658
         Travel                                                    16,625
         State franchise taxes                                      3,471
         Payroll taxes                                             10,577
         Equipment lease                                            5,837
         Dues & subscriptions                                       3,206
         Contract labor                                            11,484
         Fees & permits                                            21,558
         Employee training                                            744
     Conferences                                                    3,731
         Advertising                                                3,312
         Auto expense                                               2,533
         Licenses and taxes                                        15,834
         Employee benefits                                         16,799
         Entertainment                                              7,231             705,835
                                                                    -----          ----------

                           Operating Income                                           265,363

Income Tax Expense
         Current tax expense                                       75,896
         Deferred tax expense                                      10,846              86,742
                                                                ---------          ----------

                           Net Income                                                 178,621

Retained Earnings - December 31, 1999                              60,451

Less:  Prior period adjustment for reverse
         stock transaction                                        (10,000)             50,451
                                                               ----------          ----------

Retained Earnings - December 31, 2000                                             $   229,072
                                                                                   ==========

Earnings per share:
   Basic                                                                          $     .0089
                                                                                   ==========

</TABLE>

The accompanying notes are an integral part of the financial statements.




<PAGE>


                            AUTOFUND SERVICING, INC.

                  Statement of Changes in Stockholders' Equity
                          Year Ended December 31, 2000


                                           Capital      Preferred      Retained
                                            Stock         Stock        Earnings
                                          ---------    -----------   -----------

Balance - December 31, 1999               $  18,000    $      -0-    $   60,451

Add:  Issuance of common stock                2,000           -0-           -0-

 Current period net income                     -0-            -0-       178,621

Less  Prior period adjustment
for reverse stock
      transaction                              -0-            -0-       (10,000)
                                          ---------     -----------   ---------


Balance - December 31, 2000              $   20,000    $      -0-    $  229,072
                                          =========     ===========   =========











The accompanying notes are an integral part of the financial statements.




<PAGE>


                            AUTOFUND SERVICING, INC.

                             Statement of Cash Flows
                      For the Year Ended December 31, 2000


Cash Flows from Operating Activities:

         Net Income                                                 $   178,621
         Adjustments to reconcile net income to net
            cash provided (used)by operating activities
         Deferred income taxes                                           10,846
         Depreciation                                                    56,877
         Change in operating assets and liabilities:
            Accounts receivable                                         (58,140)
            Inventory                                                  (103,963)
            Accounts payable                                             (5,625)
            Payroll taxes payable                                       (14,535)
            Federal income taxes payable                                 59,545
            Accrued liabilities                                          41,103
                                                                     ----------

                  Net Cash Provided (Used) by
                           Operating Activities                         164,729

Cash Flows from Investing Activities:

         Equipment purchases                                           (137,474)
                                                                     ----------

                  Net Cash Provided (Used) by
                           Investing Activities                        (137,474)
                                                                     ----------

Net Increase in Cash                                                     27,255
                                                                     ----------

Cash - December 31, 1999                                                 20,542
                                                                     ----------

Cash - December 31, 2000                                            $    47,797
                                                                     ==========

Supplemental Disclosures of Cash Flow Information:
  Interest paid                                                     $       -0-
                                                                     ==========

  Federal income taxes paid                                         $    16,351
                                                                     ==========


The accompanying notes are an integral part of the financial statements.



<PAGE>


                            AUTOFUND SERVICING, INC.

                          Notes to Financial Statements
                                December 31, 2000

NOTE A - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------------------------

Nature of Business:  The company services  deficient loan portfolios for lenders
nationwide.  These loan  portfolios  are a combination  of written off accounts,
bankruptcy  accounts  and other  accounts  placed for  collection.  The  company
currently  provides  these  services on a fee basis.  The  company  periodically
purchases these loan portfolios at a discount for its own servicing.


Management Estimates: The preparation of financial statements in conformity with
generally  accepted  accounting  principles require management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Revenue  Recognition:  The  company  derives  its  income  from fees paid by its
customers for successful  collection efforts.  The contractual  arrangement pays
the  company a  percentage  of  collections  and  reimburses  it for  collection
expenses  paid on behalf of its  customers.  Currently,  the  company is working
under  contracts on two separate  portfolios.  The first contract pays a 29% fee
for collections and reimburses  expenses for efforts on one loan portfolio.  The
second  contract pays a 50% fee for collection  and  reimburses  expenses on the
second portfolio.

Accounts  Receivable:  The  balance in  accounts  receivable  is  considered  by
management  to be  collectible  in full.  Uncollectible  accounts are charged to
operations when management deems them to be bad debts.

Inventory:  Loan portfolio purchases are recorded at cost.

Property and Equipment:  Property and equipment is stated at cost.  Depreciation
is expensed  using  straight-line  and  accelerated  methods over the  estimated
useful lives of the assets.  The estimated  useful lives are:  building-30 to 40
years;  equipment  and  tools-5  to 7 years;  software-5  years;  furniture  and
fixtures-5 to 7 years.

Federal Income Taxes: These statements have been prepared on the accrual, basis.
For Federal income tax purposes,  the Company reports income on the cash method.
Deferred  income  taxes are  provided  for  differences  in timing in  reporting
certain income and expenses for financial statement and tax purposes.

NOTE B - FEDERAL INCOME TAX
---------------------------

The company  complies with Statement of Financial  Accounting  Standards No. 109
(FAS 109) Accounting for Income Taxes. FAS 109 recognizes  deferred taxes on the
liability  method using  currently  enacted tax rates  scheduled to be in effect
when the temporary differences reverse.




<PAGE>


NOTE B - CONTINUED
------------------

Depreciation expense for financial statements is $56,877. For Federal income tax
purposes depreciation expense is $75,877.

For the period ended December 31, 2000,  entertainment expenses in the amount of
$3,636 was not deductible for Federal tax purposes.  This is a permanent  timing
difference and does not require an adjustment for deferred income tax.

The balance sheet  reflects a deferred tax liability of $10,846  resulting  from
timing  differences  occurring  during the current year. There was no prior year
deferral because there were no timing differences during that period.

NOTE C - ACCOUNTS RECEIVABLE
----------------------------

At balance sheet date, accounts receivable consisted of the following:

         Due from customers for collection services       $  59,836
         Due from employees                                     550
                                                           --------

                                                          $  60,386
                                                          =========

One customer  accounts for 78% of current trade  receivables  and 88% of current
year revenues.

NOTE D - INVENTORY
------------------

The company purchases  defaulted loan portfolios from major lenders and utilizes
its collection  expertise to cash out these loans. Any proceeds from collections
are recorded as income.  Management  amortizes  portfolio  costs to expense on a
prorata basis of actual collections to expected collections.

NOTE E - CONCENTRATION OF CREDIT RISK
-------------------------------------

The company complies with statement of Financial Accounting Standards #105. This
statement requires  disclosure of information  regarding  financial  instruments
with off balance  sheet risk and  financial  statements  with  concentration  of
credit risk. Autofund Servicing,  Inc. trade territory covers  substantially the
entire  United  States.   The  corporation  grants  credit  to  customers  whose
businesses  are  located  in that area.  Currently,  the  company  is  servicing
accounts for two major lenders. The current agreement with these lenders is open
ended.  Neither lender has informed company management of their intent to cancel
the current agreement.

NOTE F - FAIR VALUE OF FINANCIAL STATEMENTS
-------------------------------------------

The following  methods and  assumptions  were used to estimate the fair value of
financial instruments:

         Cash - The carrying account reported in the balance sheet  approximates
its fair value.  Accounts Receivable and Accounts Payable - The carrying account
reported in the balance sheet approximates its fair value.



<PAGE>

NOTE G - COMMITMENTS
--------------------

The Company has a lease agreement in place covering office facilities  beginning
in September,  2000. The current year renewal substantially doubles rent expense
but also  doubles  floor  space.  This  agreement  expires  September  30, 2005.
However, the agreement contains two renewal options every three years, each with
a term of three years.  The  following is a schedule of future rent  commitments
for the next five years:

                           Year Ended December 31,
                           2001                      $  240,597
                           2002                         240,597
                           2003                         240,597
                           2004                         240,597
                           2005                         180,448
                                                      ---------

                                                     $1,142,836
                                                     ==========

NOTE H - RISKS AND UNCERTAINTIES
--------------------------------

The company's future  operating  results may be affected by a number of factors.
Currently,  the company is servicing  portfolios for two major banking customers
under agreements which are modified from time to time. The most recent amendment
increased  the  company's  fee  structure  from  29%  of  collections  to 50% of
collections.  The  customers  also  reimburse  the  company  for  out of  pocket
expenses.  Company management is continually  seeking additional business either
in the form of a fee based  collection  service or a  circumstance  whereby  the
company will purchase a portfolio at a substantially  discount and will then own
any proceeds collected on those accounts.  At the balance sheet date, management
was in  negotiation  with  several  potential  customers  to provide  service or
structure a direct purchase of accounts.

NOTE I - RELATED PARTY TRANSACTIONS
-----------------------------------

The sole shareholder has advanced $5,000 to the company. This balance is carried
in accounts payable.

NOTE J - BUSINESS COMBINATION
-----------------------------

On July 25, 2000 the sole  shareholder of the company  entered into an agreement
with Autofund  Servicing,  Inc., a Nevada  corporation,  to exchange 100% of the
issued and outstanding shares of Autofund Servicing,  Inc., a Texas Corporation,
for 18 million shares (90% of the outstanding shares) of the Nevada corporation.
Further, since Autofund Servicing,  Inc. (AFSI Nevada) was a non-operating shell
corporation  with minimum  assets,  the issuance of 18 million common shares for
Autofund  Servicing,  Inc.  (AFSI  Texas) is recorded  as a capital  transaction
rather that a business  combination.  That is, the  transaction is equivalent to
AFSI Texas issuing the stock for the net assets of AFSI Nevada, accompanied by a
recapitalization.




<PAGE>


NOTE K - CAPITAL STRUCTURE
--------------------------

Pursuant to an agreement,  discussed in Note J, the shareholder exchanged 10,000
shares  of  common  stock  for 18  million  shares  of  stock  in a  transaction
characterized  as a capital  transaction  rather  than a  business  combination.
Accordingly, at the balance sheet date the capital structure was as follows:

                  Common   shares - 50  million  shares  authorized,  20 million
                           shares issued, $.001 par value

                  Preferred shares - 1 million shares authorized,
                           no shares issued, $.001 par value

NOTE L - SUBSEQUENT EVENTS
--------------------------

As part of the  company's  continuing  efforts  to expand  business  operations,
management  has entered  into  discussions  with several  investors  and lending
institutions  to provide  capital or lines of credit to purchase  portfolios and
cover operating  expenses during the transition  period from the time portfolios
are acquired for servicing  until such time as operations  have  sufficient cash
flow. This cycle normally requires approximately 90 days to mature.

As of the date of this report,  management has completed a negotiation  with one
of its  customers  to purchase a loan  portfolio  from them.  The  company  will
acquire a loan  portfolio  for  $1,450,000,  closing not later than February 15,
2001. The seller is financing the purchase price for 24 months and has offered a
$200,000  discount if the debt is paid  within 180 days of  closing.  The unpaid
balance on the debt will carry an interest rate as follows:

                   Months                           Rate
                 -----------                     ----------

                    1-6                          Prime + 1%
                    7-12                         Prime + 2%
                   13-18                         Prime + 3%
                   19-24                         Prime + 4%