<PAGE>
                                       1


                    As filed with the Securities and Exchange
                         Commission on March 29, 2002.

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

                                    FORM 10-K

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

                   For the fiscal year ended December 31, 2001
                                       or

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

          For the transition period from ____________ to ______________


                        Commission file number: 000-31749


                             Hispanic Express , Inc.
             (Exact name of Registrant as specified in its charter)


         Delaware                                        95-4821102
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                   Identification Number)

                            5480 East Ferguson Drive
                           Commerce, California 90022
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (323) 720-8600



        Securities registered pursuant to Section 12(b) of the Act: None



             Securities registered pursuant to Section 12(g) of the
                  Act: Common Stock, par value $0.01 per share
                                (Title of Class)


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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [ X ]

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
Registrant  based upon the closing  sale price of the Common  Stock on March 22,
2002,  as reported on the Over the Counter  Bulletin  Board,  was  approximately
$5,720,900.  Shares of Common Stock held by each executive  officer and director
and each  person  owning  more than 5% of the  outstanding  Common  Stock of the
Registrant  have  been  excluded  in  that  such  persons  may be  deemed  to be
affiliates of the  Registrant.  This  determination  of affiliate  status is not
necessarily  a conclusive  determination  for other  purposes.  Number of shares
outstanding of the  Registrant's  Common Stock, as of March 22, 2002:  6,975,990

                      DOCUMENTS INCORPORATED BY REFERENCE

Document Incorporated                 Part of Form 10-K into which Incorporated
---------------------------------     -----------------------------------------
Definitive Proxy Statement for the       Definitive Proxy Statement for the
2002 Annual Meeting of Stockholders                   Part III

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                                       2


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                        PAGE No.
--------------------------------------------------------------------------------
<S>                                                                    <C>
Item 1.   Description of Business .............................................3

Item 2.   Properties .........................................................20

Item 3.   Legal Proceedings ..................................................20

Item 4.   Submission of Matters to a Vote of Security Holders.................20

Item 5.   Market for Registrant's Common Equity and
          Related Stockholder Matters ........................................21

Item 6.   Selected Financial Data.............................................21

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations ..........................................23

Item 8.   Financial Statements and Supplementary Data.........................34

Item 9.   Changes in and Disagreements with Accountants
          and Financial Disclosure ...........................................34

Item 10.  Directors and Executive Officers of the Registrant..................35

Item 11.  Executive Compensation .............................................35

Item 12.  Security Ownership of Certain Beneficial Owners and Management .....35

Item 13.  Certain Relationships and Related Transactions......................35

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K....36

Signatures....................................................................37
</TABLE>


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                                       3








Item 1.  Description of Business

Introduction


     Certain matters discussed in this Annual Report on Form 10-K may constitute
forward-looking  statements  under Section 27A of the Securities Act of 1933, as
amended (the "Securities  Act"), and Section 21E of the Securities  Exchange Act
of 1934, as amended (the "Exchange Act"). These statements may involve risks and
uncertainties.  These forward-looking  statements relate to, among other things,
expectations of the business environment in which Hispanic Express, Inc. and its
subsidiaries (the "Company" which may be referred to as "we," "our" and "us," or
"Hispanic  Express") operate in,  projections of future  performance,  perceived
opportunities in the market and statements regarding our mission and vision. Our
actual results,  performance,  or achievements may differ significantly from the
results,   performance,   or   achievements   expressed   or   implied  in  such
forward-looking  statements. For discussion of the factors that might cause such
a difference,  see "Item 1.  Description of Business -- Business  Considerations
and Certain  Factors  that May Affect  Future  Results of  Operations  and Stock
Price."

Company Overview


     On February 28, 2001, Central Financial Acceptance Corporation,  or Central
Financial,   completed  a  Plan  of  Complete   Dissolution,   Liquidation   and
Distribution, or the Plan, which provided for the dissolution and liquidation of
Central Financial,  and the liquidating  distribution to its stockholders of all
the  common  stock of the two  subsidiaries  that were  wholly-owned  by Central
Financial,  one of which was our  company,  Hispanic  Express,  and the other of
which was  Banner  Central  Finance  Company,  or  Banner  Central  Finance.  In
connection with the Plan,  Central  Financial  contributed all of its assets and
business to Hispanic Express and Banner Central Finance. Specifically:

        - Central Financial  contributed to Hispanic Express all of the issued
          and outstanding  capital stock of Central  Consumer  Finance  Company,
          Centravel,  Inc.  and BCE  Properties  I, Inc.,  each of which are now
          wholly-owned   subsidiaries  of  Hispanic  Express.  Central  Consumer
          Finance Company has four wholly owned  subsidiaries,  namely,  Central
          Check  Cashing,   Inc.,  Central  Financial   Acceptance   Corporation
          Accidental & Health Reinsurance Limited,  Central Finance Reinsurance,
          Ltd. and Central  Consumer  Finance Company of Nevada.  As a result of
          these  contributions,  Hispanic  Express through its  subsidiaries was
          engaged in the  consumer  financial  products  business and the travel
          services business at the time of liquidation to shareholders.



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                                       4




        - Central  Financial  contributed to Banner Central Finance all of the
          issued and  outstanding  capital stock of Central  Installment  Credit
          Corporation, Central Financial Acceptance/Insurance Agency and Central
          Premium Finance Company,  each of which are wholly-owned  subsidiaries
          of Banner Central Finance. In addition,  Central Financial contributed
          to Central  Installment  Credit Corporation the assets and liabilities
          of the mortgage business owned by Central Consumer Finance Company. As
          a result of these  contributions,  Banner Central  Finance through its
          subsidiaries  is  engaged  in  the  purchased   consumer   receivables
          business,  the  mortgage  business  and  the  sale  and  financing  of
          automobile insurance at the time of liquidation to shares.

     Set forth  below are charts that  illustrate  the  relationships  among the
companies discussed above, before and after the consummation of the Plan.

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                                       5

                                  [FLOW CHART]

                                    BEFORE*


                                  [FLOW CHART]


                                     AFTER*



*Each subsidiary is wholly-owned by its respective parent company.

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                                       6



     Our common stock trades on the OTC Bulletin  Board under the symbol "HXPR."
Our  principal  executive  offices  are  located  at 5480 East  Ferguson  Drive,
Commerce, California 90022, and our telephone number is (323)720-8600.

Company Business

Consumer Financial Products Business

                  Through our consumer financial products business, we have
historically served the Hispanic population, primarily in California, and we
have:

               -   provided small, unsecured, personal loans;

               -   financed travel related services sold by our travel business;

               -   provided insurance products; and

               -   provided check cashing and money transfer services.

     Our consumer  financial  products  business  has catered to the  low-income
Hispanic   population   by  locating  our   facilities   primarily  in  Hispanic
communities,  advertising  in  Spanish,  and  employing  Spanish as the  primary
language spoken at our locations.

     Our customers  typically have been between the ages of 21 and 45, earn less
than $25,000 per year, have little or no savings, and have limited or short-term
employment histories. In addition,  customers of our consumer financial products
business  typically have no or limited prior credit  histories and are generally
unable to secure credit from traditional lending sources.

     Historically,  our  consumer  financial  products  business  has  grown  by
introducing  financial products we felt would well serve the low-income Hispanic
community.  In December of 1992, we began  offering our  unsecured,  closed-end,
small loans,  generally  ranging from $350 to $1,500,  for  personal,  family or
household purposes.

     In May 1997, we introduced a financial  product involving the issuance of a
card,  called an "Efectiva  Card." The Efectiva Card provides our customers with
the ability to access their  established  lines of credit with us by withdrawing
cash  from our  cash  dispensing  machines.  Our cash  dispensing  machines  are
proprietary and are not part of any network system.

     In October 1997, we entered into an agreement  with Kmart  Corporation,  or
Kmart, to install our cash dispensing machines at 10 Kmart locations in Southern
California. In January 1998, we agreed to expand our relationship with Kmart and
install cash dispensing machines in additional Kmart stores, and had machines in
35 locations at the end of December 31, 1999. In the fourth  quarter of 2000, we
terminated the agreement with Kmart and had no cash dispensing machines in Kmart
locations at December 31, 2000.

     In the Fall of 2000, we experienced  rising delinquency trends in our small
loan  portfolio  as a response  to a  five-week  bus strike in Los  Angeles  and
deteriorating  economic  conditions.  As a result  of these  higher  delinquency
levels,  which  continued  into 2001,  we  tightened  our credit  standards  and
consequently,  made significantly less small loans in 2000 and through the first
eight  months of 2001 than we had made in the  previous  years.  In September of
2001,  we made a decision  to  temporarily  curtail  making  small  loans and to
evaluate in the Fall of 2002 whether to reactivate this business or not.

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                                       7


     As a  complementary  business line in 1995, we began to offer  financing of
travel  tickets,  which we sell at our travel  locations.  In January  2002,  we
temporarily  curtailed our financing of travel tickets, and will reevaluate this
decision in the Fall of 2002.  The  financing  of travel  tickets has not been a
significant  part of our travel  business.  In 1998, we began to offer fee-based
check cashing and money transfer  services in stand-alone  check cashing centers
we operate.

     In our consumer  financial products business we also act as an intermediary
for an independent  insurance carrier that sells credit life and credit accident
and health  insurance to our customers.  Beginning in mid-1996,  the independent
insurance  carrier reinsured the credit life and credit accident and health risk
with a newly formed  subsidiary we established.  As a result of this reinsurance
arrangement, the credit risk remains with us.

Travel Services Business

     Through our travel  business,  we are a leading  retail  seller of discount
airline  tickets to Hispanics  residing in the United States who travel to Latin
America.  For the years  ended  December  31,  2001,  2000,  and 1999 our travel
service operations generated gross bookings of approximately $151 million,  $155
million and $143  million,  respectively.  We began our travel  business in July
1995 with a single location and through the assumption of leases in real estate,
which had previously held travel offices, have grown to 127 travel locations. We
presently  have 107 travel  locations in California and also operate in Arizona,
Colorado,  Nevada, North Carolina,  Illinois,  Oregon and Texas. We cater to the
Hispanic  population  by locating  our travel  stores in  Hispanic  communities,
advertising in Spanish and employing  Spanish as the primary  language spoken at
our locations.

     We sell both published and  non-published  fares.  Non-published  fares are
tickets we buy from  airlines,  under  special  price  contracts,  and resell to
consumers at discounts off the airlines'  published fares. We have rights to buy
these non-published fares under contracts from 11 airlines, including, American,
Delta,  United,  Continental,  Mexicana,  Aeromexico and Taca. Our contracts are
generally for one year or less and can be canceled on short notice. In addition,
these  contracts  do not require the  airlines  to deal with us  exclusively  or
provide us with a specific quantity of tickets. Under our contracts, we purchase
tickets  only when we have an order  and,  therefore,  we do not have  inventory
costs.  We also  offer a full  complement  of regular  published  fares for both
domestic and Latin American air travel on which we earn a commission. Our travel
business  also  earns  significant   performance-based  incentive  compensation,
referred to as  "override  commissions"  from certain  airlines  with whom we do
business.  The price at which we purchase our tickets and the commission we earn
on published fares are determined by the individual  airlines and are subject to
frequent change and cancellation.

     In June 1999,  we made a decision  to conduct  our travel  business  on the
Internet targeting bilinguals, Hispanic and English-speaking non-Hispanics,  who
are increasingly  utilizing the Internet to purchase travel to Latin America. To
accomplish this, we established two Internet sites,  Vuelabarato.com (fly cheap)
and  4GreatFares.com,  and began to  advertise  these sites in both  Spanish and
English newspapers and on outdoor billboards in California.  For the years ended
December  31,  2000  and  1999,   we  spent  $0.6  million  and  $0.3   million,
respectively, on Internet advertising.

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                                       8


     However,  reacting to changing market conditions, we made a decision in May
2000 to  significantly  curtail our Internet  operations  and to reduce both our
related  future  advertising  and  personnel  expenses  and in 2001  closed this
operation.

     Our  operating  results for the twelve  months  ended  December  31,  2001,
reflect the overall  weakness in the economy  throughout  the year and the sharp
slowdown in travel after the terrorist attacks of September 11, 2001.

Demographic Trends and Market Opportunity

     Since 1950,  Hispanics have been the fastest growing  minority group in the
United  States.  The Hispanic  population in Latin America has also  experienced
strong growth and this trend is expected to continue. As an established provider
of consumer financial products and travel services to the Hispanic community, we
believe we are well  positioned to  capitalize  on the  projected  growth in the
Hispanic population in the United States.

          - As of 2000, the U.S. Hispanic  population  totaled  approximately 33
          million people, grew approximately 58% during the period 1990 to 2000,
          and is expected to continue to rise;

          - Ten major  markets  account for over 60% of the Hispanic  population
          and purchasing  power in the U.S.  These markets are Los Angeles,  San
          Francisco/San  Jose,  San  Diego,  New  York,  Houston,  San  Antonio,
          McAllen/Brownsville, Dallas/Fort Worth, Miami and Chicago.

Business Strategy

     Recognizing the demographic  trends,  our current  strategy is to establish
ourselves  as a leading  Spanish-language  provider  of travel  services  to the
Hispanic population residing in the United States. To achieve this objective, we
plan on continuing to implement the following  initiatives  for the  foreseeable
future.

          - To open  travel  agencies in the United  States,  which cater to the
          growing Hispanic population;

          - To  use  our  increasing  market  share  to  continue  to  negotiate
          favorably discounted non-published fares from the airlines;

          - To  establish  new  strategic  relationships  that will permit us to
          offer additional travel products, hotels and tours, which we will sell
          through our travel stores.

     We will also  evaluate  whether or not to reactivate  our consumer  product
finance business during 2002.

Company Operations

Small Loan Business

     In December  1992, we began  offering  unsecured,  closed-end,  small loans
ranging from $350 to $1,500 for  personal,  family or household  purposes at the
flagship retail store of one of our affiliates,  Banner's Central Electric, Inc.

<PAGE>
                                       9

Prior to beginning  this  business,  we determined  that there was a significant
demand for small loans, and that financial institutions in our geographic market
were not making loans of less than $1,500 and did not have adequate underwriting
experiences to serve the low-income Hispanic population.  Beginning in May 1997,
we began offering  unsecured  open-end small loans that can be accessed  through
our  proprietary  ATM  network  with our  Efectiva  Card.  In response to higher
delinquencies  in the  fourth  quarter  of 2000,  which  continued  in 2001,  we
tightened  our credit  policies  and  implemented  a program to reduce  customer
credit  limits  on our  Efectiva  Card.  In  September  of 2001,  as a result of
continued high delinquency levels, we made a decision to temporarily curtail our
small loan business and evaluate in the Fall of 2002 whether to reactivate  this
business or not.

Travel Sales

     We began  our  travel  business  in  mid-1995,  offering  sales of  airline
tickets.  We  believe  that we are  currently  the  largest  provider  of travel
services to the Hispanic  population  in  California.  Substantially  all of our
ticket sales are for  international  travel,  which generally  provides a higher
commission  structure  than does  domestic  travel.  At December  31,  2001,  we
operated  through 127  locations,  of which 107 are located in California and 20
are located  outside of  California.  Our locations  are  generally  stand-alone
facilities and occupy 1,000-1,500 square feet and employ one to two persons.

Other Business Activities

     We act as an intermediary for an independent  insurance  carrier that sells
credit life and credit accident and health insurance to our customers primary as
an add-on basis to the small loan business.  Through this  arrangement,  we sell
policies to our customers  within  limitations  established by agency  contracts
with that insurer. Credit life insurance provides for the payment in full of the
borrower's credit obligation to the lender if the borrower dies. Credit accident
and health insurance  provides for repayment of loan  installments to the lender
during  the  insured's  period  of  involuntary   unemployment   resulting  from
disability,  illness or injury.  Premiums for such credit  insurance  are at the
maximum  authorized  rates  and  are  stated  separately  in our  disclosure  to
customers,  as  required  by  the  Truth-in-Lending  Act  and  applicable  state
statutes.  We do not act as an  intermediary  with respect to the sale of credit
insurance to  non-borrowers.  We earn a commission from the insurance carrier on
the sale of credit insurance, which is based in part on the claims experience on
policies that the insurance carrier sells through us. Beginning in mid-1996, the
independent  insurance carrier reinsured the credit life and credit accident and
health  risk  with a  newly  formed  subsidiary  of  ours.  As a  result  of the
contraction in our small loan business,  this business  activity has experienced
significant  declines in the levels of insurance we sell to our customers.  As a
result of this reinsurance arrangement, the credit risk remains with us.

     In 1998, we began to charge our customers a fee on payroll checks that they
cash at our  facilities  and to offer check  cashing  services at certain of our
financial centers.

Credit Procedures

     We have developed  uniform  guidelines and procedures for evaluating credit
applications for installment credit travel sales and small loans.  Historically,
we  have  taken  credit  applications  at all of our  locations.  We  have  then
generally  transmitted  them  electronically  through  our  computer  system  or
facsimile machines to our credit processing facility,  where all credit approval
and verification is centralized.  We believe that our underwriting policies and

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                                       10


procedures  allowed us to respond quickly to credit requests.  We have typically
responded to credit  applicants within one hour. We believe that because of our
prompt  response,  many  customers  prefer  to  deal  with  us  instead  of  our
competitors.

     Our credit  managers and credit  approvers  have made their  decisions on a
case by case  basis and are  influenced  by,  among  other  things,  whether  an
applicant is a new or existing customer.  New applicants  complete  standardized
credit   applications  which  contain   information   concerning  income  level,
employment   history,   stability  of  residence,   driver's  license  or  state
identification  card,  social  security  number,  capacity  to pay and  personal
references.  We also have verified the applicant's employment and residence with
our credit  verifiers  and  depending  on the  relevant  factor may verify other
pertinent  information.  We also obtained a credit bureau report and rating,  if
available, and confirmed other credit-related information.

     For an established  customer,  the credit process  historically  included a
review of the  customer's  credit and payment  history with us, and depending on
the size of the transaction an updated verification of employment and residence.
Because we offered multiple lines of credit, we review the aggregate amount that
a customer  owes.  In cases where a customer  made a request  for a  substantial
increase in his or her  aggregate  outstanding  balance,  we obtained an updated
credit bureau report and sought to confirm  employment.  In instances  where the
applicant  had no or limited  credit  history,  we may require a co-signer  with
appropriate  credit  status  to  sign  the  contract  and  may,  in  the  travel
installment credit business,  also require a down payment. In the fourth quarter
of 2000, our delinquency trends were negatively  impacted by a bus strike in the
Los Angeles area,  which lasted  approximately  five weeks and by  deteriorating
economic  conditions,  which continued into 2001. As a result,  we tightened our
credit  guidelines  in the fourth  quarter of 2000 and  implemented a program to
reduce customer credit limits, and continued this policy into 2001. In September
of 2001, as a result of continued high delinquency levels, we made a decision to
temporarily  curtail our small loan business and to evaluate in the Fall of 2002
whether to reactivate  the business or not. See - "Business  Considerations  and
Credit  Factors that May Affect Future  Results of Operations  and Stock Price -
Credit Risk Associated with Customers; Lack of Collateral."

Payment and Collections

     Industry studies estimate that a significant amount of the adult population
in the United States does not maintain a checking  account,  which is a standard
prerequisite for obtaining a consumer loan,  credit card or other form of credit
from most  consumer  credit  sources.  Our  customers are required to make their
monthly  payments  using a payment  schedule  that we provide to them.  The vast
majority of our customers make their payments in cash at our locations or at our
payment  facility located in the Banner Central Finance store. For our customers
who are paid their wages by check but who do not maintain checking accounts,  we
cash such checks for a fee in order to facilitate account payments.

     We consider  payments  past due if a borrower  fails to make any payment in
full on or before its due date, as specified in the installment  credit or small
loan contract or mortgage the customer  signs.  We currently  attempt to contact
borrowers  whose  payments are not received by the due date within 10 days after
such due date.  We contact  these  borrowers  by both letter and  telephone.  In
December 1996, we installed an autodialer, which makes up to 500 telephone calls
per hour to assist our collections personnel in successfully contacting past due
borrowers.  If no payment is remitted to us after the initial  contact,  we make
additional  contacts  every  seven  days,  and,  after  a loan  becomes  31 days
delinquent,  we generally turn over the account to our credit collectors.  Under

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                                       11


our guidelines, we generally charge off and turn over an account to a collection
agency when we determine that the account is uncollectible.

Third Party Systems

     The travel  information  we utilize to conduct our  business is provided to
each of our travel  stores  through  global  distribution  systems,  operated by
SABRE, Amadeus, and Worldspan. SABRE, Amadeus and Worldspan are world leaders in
the electronic  distribution  of  travel-related  products and services.  Global
distribution  systems provide us with  electronic  booking systems and databases
containing  flight schedules and  availability,  and published fares information
for approximately 400 airlines located throughout the world.

     The global distribution systems are provided to us under three to five-year
contracts,  without charges,  as long as we maintain a certain level of booking.
Our  contracts  also provide for  incentives  if we exceed  certain  performance
criteria.

Advertising

     We actively  advertise  primarily in Hispanic  newspapers  and direct mail,
targeting  both our present and former  customers,  and potential  customers who
have used other sources of consumer credit and travel services.

Employees

     At December 31, 2001, we employed a total of 253 full-time employees and 32
part-time employees.  Our employees are not represented by a union or covered by
a  collective  bargaining  agreement.  We believe  that our  relations  with our
employees are good.

Supervision and Regulation

Consumer Finance Operations Regulation

     Our consumer  finance  operations are subject to extensive  regulation,  as
summarized  below.  Violation of statutes and  regulations  applicable to us may
result in actions for  damages,  claims for refunds of  payments  made,  certain
fines and penalties,  injunctions  against  certain  practices and the potential
forfeiture  of  rights  to  repayment  of loans.  Changes  in state and  federal
statutes and regulations may affect us. We, together with industry associations,
actively  lobby in the states in which we operate.  Although we are not aware of
any pending or proposed legislation that could have a material adverse effect on
our business, we cannot assure that future regulatory changes will not adversely
affect our lending practices, operations, profitability or prospects.

State Regulation of Consumer Product and Travel Finance

     In California,  the California  Retail  Installment Sales Act, or the Unruh
Act, regulates our installment travel finance and small loan business. The Unruh
Act requires us to disclose to our customers, among other matters:

          - the conditions under which we may impose a finance charge;

<PAGE>
                                       12


          - the method of determining  the balance which is subject to a finance
          charge;

          - the method used to determine the amount of the finance charge; and

          - the minimum periodic payment required.

     In addition,  the Unruh Act provides consumer  protection against unfair or
deceptive business practices by:

          - regulating the contents of installment sales contracts;

          - setting forth the  respective  rights and  obligations of buyers and
          sellers; and

          -  regulating  the maximum  legal  finance rate or charge and limiting
          other fees on installment sales.

Small Loan Business

     Small loan consumer finance companies are subject to extensive  regulation,
supervision, and licensing under various federal and state statutes,  ordinances
and regulations.  In general,  these statutes establish maximum loan amounts and
interest  rates and the types and  maximum  amounts of fees and other costs that
may be charged.  In addition,  state laws regulate  collection  procedures,  the
keeping of books and records and other  aspects of the  operation of  small-loan
consumer finance companies.  State agency approval generally is required to open
new branch  offices.  Accordingly,  our ability to expand by acquiring  existing
offices  and  opening  new  offices has  depended,  in part,  on  obtaining  the
necessary regulatory approvals.

     Each facility that offers small loans must be separately licensed under the
laws of California.  Licenses granted by the regulatory  agencies are subject to
renewal  every year and may be revoked  for  failure to comply  with  applicable
state and federal laws and regulations.  In California,  licenses may be revoked
only after an administrative hearing.

Insurance Businesses

     In California,  the State of California  Department of Insurance  regulates
our  insurance  businesses.  In general,  this agency issues  regulations  which
require us to, among other things,  maintain  fiduciary  fund and trust accounts
and follow specific market, general business and claims practices.

Federal Lending Regulation

     We are subject to  extensive  federal  regulation  as well,  including  the
Truth-in-Lending  Act,  the Equal  Credit  Opportunity  Act and the Fair  Credit
Reporting Act and the regulations  thereunder and the Federal Trade Commission's
Credit  Practices Rule.  These laws require us to provide full disclosure of the
principal terms of each loan to every prospective borrower,  prohibit misleading
advertising,  protect  against  discriminatory  lending  practices and proscribe
unfair   credit   practices.   Among  the  key   disclosure   items   under  the
Truth-in-Lending  Act are the terms of repayment,  the total finance  charge and
the annual rate of finance charge or "Annual  Percentage Rate" on each loan. The
Equal Credit  Opportunity Act prohibits  creditors from  discriminating  against
loan applicants on certain bases,  including race,  color, sex, national origin,
age or marital  status.  Regulation B issued under the Equal Credit  Opportunity
Act requires creditors to make certain disclosures regarding consumer rights and
advise  consumers whose credit  applications are not approved of the reasons for

<PAGE>
                                       13



the  rejection.  The Fair Credit  Reporting  Act requires us to provide  certain
information to consumers whose credit applications are not approved on the basis
of a report obtained from a consumer-reporting agency. The Credit Practices Rule
limits the types of  property a creditor  may accept as  collateral  to secure a
consumer loan.

Check Cashing Regulation

     The California  Department of Justice regulates our check cashing business.
In general,  state law and  regulations  set forth  requirements  and procedures
which require us to, among other things, limit the amount of fees we may charge,
renew our check  casher's  permit  annually  and post a schedule  of the fees we
charge for check cashing services in each of our locations.

Travel Agency Regulation

     Each of our travel  locations are travel agencies that are regulated by the
Airline  Reporting  Corporation,  or ARC. The ARC represents the major scheduled
airline  carriers  and sets the  operating  rules for  travel  agencies.  We are
required to submit  weekly  reports to the ARC and to meet  certain  procedural,
funding and bonding  requirements  that the ARC sets. In  California,  under the
Seller of Travel Act, we are required to register as a seller of travel,  comply
with certain disclosure  requirements and participate in the State's restitution
fund.  We also are subject to  regulation  by the United  States  Department  of
Transportation,  or the DOT, by regulations applicable to business generally and
by laws or regulations directly applicable to access online commerce.

Business Considerations and Certain Factors that May Affect Future Results
of Operations and Stock Price

Absence of Dividend

     We do not  currently  intend to pay regular  cash  dividends  on our common
stock.  Our dividend  policy will be reviewed  from time to time by our Board of
Directors  in light of our earnings and  financial  position and other  business
considerations that our Board of Directors considers relevant.

Liability for Third Party Claims

     We have  entered into a  Contribution  Agreement  with  Central  Financial,
which, among other things, provides for the indemnification of Central Financial
by us  against  all  liabilities,  such as  lawsuits  or other  claims  by third
parties. In addition, the Contribution Agreement provides for indemnification by
us of  Central  Financial's  stockholders  at  the  Liquidation  Date  upon  the
dissolution and liquidation of Central Financial.  However,  there is always the
possibility that we may cease to exist or that we may not have sufficient assets
to fully indemnify Central Financial or its stockholders.

Credit Risk Associated with Customers; Lack of Collateral

     Historically,  our customers have generally been between the ages of 21 and
45, earned less than $25,000 per year, had little or no savings, and had limited
or short-term employment histories.  In addition, our customers typically had no
prior credit histories and were unable to secure credit from traditional lending
sources.  We  base  our  credit  decisions  primarily  on  our  assessment  of a
customer's  ability to repay the  obligation.  In making a credit  decision,  in
addition to the size of the obligation,  we had generally  consider a customer's
income level,  type and length of employment,  stability of residence,  personal

<PAGE>
                                       14


references and prior credit history with us. We, however,  are more  susceptible
to the risk that our customers will not satisfy their repayment obligations than
are less specialized  consumer finance  companies or consumer finance  companies
that have more stringent underwriting criteria.

General Economic Risk

     The risks  associated  with our  businesses  become more  significant in an
economic slowdown or recession. During periods of economic slowdown or recession
we  have  experienced  and may  again  experience  a  decreased  demand  for our
financial products and travel services and an increase in rates of delinquencies
and the frequency and severity of losses.  Our actual rates of delinquencies and
frequency  and severity of losses have been in the past and may be in the future
higher under adverse economic conditions than those generally experienced in the
consumer  finance  industry.  Any  sustained  period  of  economic  slowdown  or
recession could materially  adversely affect our financial condition and results
of operations.  See Item 7.  "Management's  Discussion and Analysis of Financial
Condition  and Results of  Operations  -  Financial  Trends",  and  "Delinquency
Experience and Allowance for Credit Losses."

Need for Senior Credit Facility

     Should we decide to reactivate our small loan business our operations  will
be affected by the  availability  of  financing  and the terms,  thereof,  as we
require  substantial capital to finance this business beyond our present capital
resources.

     Historically,  we had a Line of Credit  with a number  of  banks,  the most
current  with Union Bank of  California,  N.A,  as agent.  Although  the Line of
Credit permitted us to borrow up to $35 million,  the amount of credit available
at any one time was  limited to 70% of  "eligible  contracts"  as defined in the
credit agreement. The Line of Credit was paid off and terminated in 2001.

Relationships with Airlines

     We  derive  substantially  all  of  our  travel  services  revenue  from  a
combination of:

          - sales of discounted airfares;

          - commissions on published  fares for both domestic  travel and travel
          to Latin America; and

          -   performance   based   compensation   referred   to  as   "override
          commissions."

     We depend on our  airlines for access to  non-published  fares for which we
have no  long-term  or exclusive  contracts.  Our business  could be hurt if the
airlines we do business with:

          - refuse to renew our contracts for non-published fares;

          - renew the contracts on less favorable terms; or

          - cancel our contracts.

     Non-published  fares are tickets we acquire from the airlines and resell to
our  customers at discounts  off  published  fares.  We have  contracts  with 11

<PAGE>
                                       15



airlines  that permit us to acquire  non-published  fares.  These  contracts are
typically for a short period,  are cancelable on short notice and do not require
the  airlines to provide us with a specific  quantity of tickets or deal with us
exclusively.

     A  significant  portion of our  revenue  depends on  regular  and  override
commissions  paid to us by the  airlines  for  bookings  made through our travel
stores.  The airlines we do business  with are not obligated to pay any specific
commissions, or to pay commissions at all.

     Most  recently,  there has been a general  trend by the  airlines to reduce
commissions paid to travel agents in order to reduce their  distribution  costs.
On March 18, 2002, Delta Airlines, Inc. announced that it would stop paying base
travel  agents  commissions  for  tickets  sold in the United  States.  Shortly,
thereafter, American Airlines, Continental Airlines, Inc. and Northwest Airlines
Corporation  announced  similar  reductions and most travel experts believe that
all airlines will eliminate all  commissions in the near future.  In response to
these  changes,  travel  agencies  will  have to  charge  service  fees to their
customers in order to generate revenue.

     Although our domestic travel business has been subject to the same downward
trends on commission  rates,  our commission  rates on tickets to Latin America,
which account for approximately  75% of our travel business,  have declined less
severely.  We believe that the pressure on airlines to reduce their distribution
costs will continue and affect our present Latin American  commission rates, and
we have begun to charge service fees in certain markets where  commissions  have
been reduced and are prepared to introduce service charges throughout all of our
travel stores should conditions warrant it.

     A large  percentage of our travel business depends upon a limited number of
airlines and our  business  could be hurt if any of these  carriers  temporarily
curtail  operations,  were shut down,  or went out of  business.  In November of
1999, Taesa Airlines,  one of the major Mexican  carriers,  was shut down by the
Mexican  government  and eventually  was declared  bankrupt.  The suspension and
ultimate  cessation of Taesa  Airlines had a significant  adverse  effect on our
operations in the fourth quarter of 1999,  our busiest  travel  season,  and the
years ended  December 31, 2000 and 2001.  In response to the cessation of Taesa,
Mexicana  and  Aeromexico,  which are  controlled  by a common  parent  company,
reduced commissions on routes from North America and Tijuana to parts of Mexico.

Ability of the Company to Execute Its Business Strategy

     Our financial performance will depend in part on our ability to:

          - integrate new travel locations into our operations;

          - generate  satisfactory  performance or enhance  performance at these
          locations;

          - maintain our airline  contracts and commission rates or increase our
          fees; and

          - enter  contracts with other  providers of travel and  travel-related
          services.

     Expansion of our  business may  negatively  impact our  operating  results,
particularly  during  periods  immediately  following  any  such  expansion.  In
addition,  we cannot  assure that we will be able to  profitably  implement  our
business  strategy in new geographical  areas.  Furthermore,  we may compete for

<PAGE>
                                       16



expansion with companies that may have significantly greater financial resources
than we do.  We  cannot  assure  that we will  be able to  locate  suitable  new
locations for our travel  business,  or that any operations  that we may open or
acquire  will  be  effectively  and  profitably  integrated  into  our  existing
operations.

Dependence on California Market

     The majority of our travel  facilities  are located in  California  and the
majority of our revenues are generated in California. Therefore, our performance
depends upon general economic conditions in California and Southern  California,
in  particular,  and may be  adversely  affected  by social  factors  or natural
disasters  in  California.  A decline  in the  California  economy  could have a
material adverse effect on our results of operations and financial condition.

Competition

     The small loan consumer finance industry is a highly fragmented  segment of
the consumer  finance  industry.  There are numerous small loan consumer finance
companies  operating  in  the  United  States.  Many  of  these  companies  have
substantially  greater  resources than we do and their entry or expansion within
our markets could have a material  adverse  effect on our business  strategy and
results of our  operations  and financial  condition.  Historically,  we did not
believe that we compete with commercial banks,  savings and loans and most other
consumer finance lenders, because these institutions typically do not make loans
of less than $1,500.

     We compete with traditional travel agencies, ticket consolidators, Internet
travel companies and with the airlines. In the United States Hispanic market, we
believe  that we are the  largest  providers  of leisure  air travel to Hispanic
customers  traveling to Latin America.  We face strong competition on a regional
basis from local retail  operators,  and also face  potential  competition  from
larger more traditional  travel  agencies,  who may establish travel agencies or
form strategic alliances in Hispanic areas in the future. Some of these agencies
have greater financial and marketing resources then we do. We cannot assure that
our  present  or  future  competitors  will not  exert  significant  competitive
pressures  on us, which could have a material  adverse  effect on our results of
operations and financial condition.

     Among  other  factors,  our  success  depends  heavily  on  our  access  to
non-published  fares, on our brand recognition and on the ability of our systems
to integrate our  non-published  fares with published fares to offer customers a
broad  choice.   Our   competitors   may  enter  into  strategic  or  commercial
relationships with larger,  established and well-financed companies. Some of our
competitors have agreements to buy non-published fares from our major suppliers.
Our  competitors  may be  able  to  induce  one or  more  of  our  suppliers  of
non-published fares, through pricing, equity or other incentives, to cease doing
business with us, or to do business with us on less favorable terms.  They might
also be able to build strong brand  recognition  in the Hispanic  leisure travel
market, through widespread  advertising and other marketing efforts.  Certain of
our  competitors  may be able to  devote  greater  resources  to  marketing  and
promotional  campaigns on the Internet if they began to promote  Hispanic travel
opportunities.  Competitors  may also devote  substantially  more  resources  to
website and  systems  development  than we do. Any or all of these  developments
could bring heavy competitive pressures to bear on us.

<PAGE>
                                       17


Seasonality

     Our  businesses  are seasonal,  reflecting  fluctuations  in leisure travel
patterns  and  consumer  demand  for small  loans.  Historically,  travel  sales
increase  in the second and fourth  quarter of the year,  reflecting  summer and
Christmas  travel,  and decline in the first and third  quarter.  The summer and
Christmas seasonal cycles are fairly  predictable,  but may shift or be altered,
reflecting  changes in the economy,  availability of airline capacity and travel
prices.  These  seasonal  fluctuations  in  our  business  directly  impact  our
operating  results  and cash flow.  Travel  sales in general  may be impacted by
political  instability  in Latin  America,  terrorism,  fuel  price  escalation,
weather,  airline or other travel related strikes and news of airline disasters.
Historically,  we experience the highest  demand for our financial  products and
services  between  October and December and experience the lowest demand between
January and March due to the holiday shopping season.

Reliance on Third Party Systems

     Our travel business is limited to those airlines that provide comprehensive
travel  information  through the global  distribution  systems  that we utilize.
There can be no assurance  that the airlines we currently  have  contracts  with
will continue to sell their services  through SABRE,  Amadeus and Worldspan,  or
that we would be able to establish  new  relationships  to ensure  uninterrupted
access to a comprehensive  supply of travel information should the airlines that
we have  relationships  with elect to not use the global  distribution  systems,
that  we  currently  employ.  In  addition,  we  are  dependent  on  our  global
distribution  system  supplier to continue to offer and maintain  their service.
Any  discontinuation  of its service or any reduction in its  performance,  that
requires us to replace  such  service  would be  disruptive  to our business and
could  require  substantial  expenditures  and  time  to  transition  us  to  an
alternative global distribution system.

Travel Industry Disruptions and September 11, 2001

     A decline in leisure travel or disruptions in travel  generally  could hurt
our  business.  Leisure  travel is highly  sensitive  to personal  discretionary
spending levels and thus tends to decline during general economic downturns.  In
addition,  other adverse trends or events that tend to reduce leisure travel are
likely to hurt our business.  These may include political instability,  regional
hostilities,  terrorism,  fuel price escalation,  travel-related  accidents, bad
weather, and other events, including the September 11, 2001 terrorist attack.

     A number of airlines are currently in various  stages of  negotiation  with
unions  representing their employees.  If those negotiations fail and the unions
elect to strike or effect a slowdown, our business could be harmed.

Growth Management

     We have  rapidly  and  significantly  expanded  our travel  operations  and
anticipate  further  significant  expansion.  Our  inability  to  manage  growth
effectively could hurt our business.

     We have added a number of key  managerial and technical  employees,  and we
expect to add additional key personnel in the future. This expansion has placed,
and we expect it will continue to place, a significant strain on our management,
operational  and  financial  resources.  To manage  the  expected  growth of our
operations and personnel, we plan to:

<PAGE>
                                       18



          - improve and upgrade  transaction-processing,  operational,  customer
          service and financial systems and financial procedures and controls;

          - maintain and expand our  relationships  with various  travel service
          suppliers, Internet portals and other travel-related website companies
          and other third parties necessary to our business;

          - continue to attract, train and manage our employee base; and

          - implement a disaster recovery program.

Technology

     Our  computer  and  communications   systems  are  vulnerable  to  business
interruptions.  Our ability to receive  and fill orders  through our travel call
center  and  provide  high-quality  customer  service  largely  depends  on  the
efficient  and  uninterrupted  operation  of  our  computer  and  communications
hardware systems.  The occurrence of interruptions,  delays, loss of data or the
inability  to accept and  confirm  customer  reservations  could hurt our travel
business.

     Our online servers and our call center are located in Commerce, California;
the SABRE Group's  computers are located in Tulsa,  Oklahoma.  These systems and
operations   are  vulnerable  to  damage  or   interruption   from  power  loss,
telecommunications  failure,  hacker  break-ins,  natural  disasters and similar
events.

     Although  we have  adopted  network  security  measures,  our  servers  are
vulnerable to computer  viruses,  physical or  electronic  break-ins and similar
disruptions. These kinds of events could lead to interruptions,  delays, loss of
data  or  the  inability  to  accept  and  confirm  customer  reservations.  The
occurrence of any of the foregoing risks could hurt our business.

Service Interruptions

     We rely on certain  third-party  computer  systems and third-party  service
providers, including the computerized central reservation systems of the airline
industry  to  make  airline  ticket  reservations.  Any  interruption  in  these
third-party  services  or  deterioration  in their  performance  could  hurt our
business.  If our arrangement with any of these third parties is terminated,  we
may not find an  alternative  source of systems  support on a timely basis or on
commercially  reasonable  terms.  We rely on third  parties to print our airline
tickets  and arrange for their  delivery.  We rely on third  parties to host our
online system's infrastructure,  web and database servers. We predominately rely
on SABRE for our general  reservations  system,  including  customer  profiling,
making  reservations and credit card verification and confirmations.  Currently,
over 65% of our computing transactions are processed through the SABRE systems.

     If SABRE, or we ever elect to terminate the existing relationship, we would
be forced to  convert to  another  provider.  This  conversion  could  require a
substantial commitment of time and resources and hurt our business.

Management and Key Employee Dependence

     Our  management  team is headed by Gary Cypres,  our Chairman of the Board,
Chief Executive Officer and President, and consists of a number of key corporate
employees,  who, as our executive  officers of our company and our predecessors,

<PAGE>
                                       19


have contributed to the development of the businesses that now comprise Hispanic
Express.  The loss of the services of any of these  executive  officers or other
key employees  could hurt our  business.  If we lose our key personnel or cannot
recruit additional personnel, our business may suffer.

     Our future success also depends on our ability to identify,  attract, hire,
train, retain and motivate other highly skilled technical, managerial, marketing
and customer service  personnel.  Competition for such personnel is intense.  We
may  not be  able  to  attract,  assimilate  or  retain  sufficiently  qualified
personnel.  Although none of our employees are represented by a labor union, our
employees may join or form a labor union.

Business Expansion

     Our  business  could be hurt if we do not offer new  products  and services
successfully.  We plan to introduce new and expanded products and services.  Our
inability  to generate  revenues  from such  expanded  products  and services or
products  sufficient to offset their development or offering cost could hurt our
business.  Such additional  products and services may include secured  financing
products,  as well as hotel, tour, cruise  reservations and car rentals.  We may
not be able to offer such  products or services  in a  cost-effective  or timely
manner and our efforts may not be successful.

     Further,  any new  product or service  that is not  favorably  received  by
customers  could damage our reputation or brand name.  Expansion of our services
could  also  require   significant   additional  expenses  and  may  strain  our
management, financial and operational resources.

Acquisition Strategies

     Our business could be hurt if we make acquisitions that are not successful.
We may in the future  broaden the scope and content of our business  through the
acquisition of existing  complementary  businesses.  We may not be successful in
overcoming  problems  encountered in connection with such acquisitions,  and our
inability to do so could hurt our business.  We may consider the  acquisition of
companies providing similar services in other markets or in other sectors of the
travel industry in the future.  Future acquisitions would expose us to increased
risks. These include risks associated with:

          - the  assimilation  of  new  operations,  sites  and  personnel;  the
          diversion  of  resources  from  our  existing  businesses,  sites  and
          technologies;

          - the  inability  to  generate  revenues  from new  sites  or  content
          sufficient to offset associated acquisition costs;

          - the  maintenance  of uniform  standards,  controls,  procedures  and
          policies; and

          - the  impairment of  relationships  with employees and customers as a
          result of integration of new businesses.

     Acquisitions  may  also  result  in  additional  expenses  associated  with
amortization of acquired intangible assets or potential businesses.

<PAGE>
                                       20

Regulatory and Legal Uncertainties Could Harm Our Business.

     Certain segments of the travel industry are heavily regulated by the United
States and other  governments.  Accordingly,  certain services offered by us are
affected by such regulations.  New legislation or regulation, the application of
laws and regulations from jurisdictions whose laws do not currently apply to our
business,  or the  application of existing laws and  regulations to the Internet
and commercial online services could hurt our business.

     Historically,  our consumer finance business has been regulated by federal,
state and local  government  authorities  and is  subject  to  various  laws and
judicial  and  administrative   decisions  imposing  various   requirements  and
restrictions. These requirements and restrictions include, among other things,

          - regulating credit-granting activities;

          - establishing maximum interest rates and charges;

          - requiring disclosures to customers;

          - governing secured transactions;

          - setting collection, repossession and claims handling procedures; and

          - regulating  insurance  claims  practices and  procedures,  and other
          trade practices.

     We  believe  that  we  are in  compliance  in all  material  respects  with
applicable  local,  state,  and federal laws,  rules and  regulations,  however,
should we reactivate our consumer finance  business,  we cannot assure that more
restrictive  laws, rules and regulations will not be adopted in the future which
may make compliance more difficult or expensive, restrict our ability to finance
installment  sales or small  loans,  further  limited or restrict  the amount of
interest  and  other  charges  imposed  in  installment  sales  or  small  loans
originated  by us, or  otherwise  materially  adversely  affect our  business or
prospects. See "Supervision and Regulation."

Item 2.  Properties

     Our executive and administrative offices occupy approximately 30,000 square
feet of a building  owned by BCE  Properties  II, Inc.,  a subsidiary  of Banner
Central  Finance,  located at 5480 East  Ferguson  Drive,  Commerce,  California
90022,  for which we pay an annual rental of $300,000,  plus pro-rata  shares of
common area charges and taxes, pursuant to a 15 year lease.


Item 3.  Legal Proceedings

     We are involved in certain legal  proceedings  arising in the normal course
of our  business.  We do not believe the  outcome of these  matters  will have a
material adverse effect on us.

Item 4.  Submission of Matters to A Vote of Security Holders

     No matters have been submitted to a vote of our stockholders.

<PAGE>
                                       21


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

Market Information

     Our common stock is listed on the OTC  Bulletin  Board and trades under the
symbol  "HXPR".  There was no public market for our shares of common stock prior
to the completion of the Plan on February 28, 2001. As of March 15, 2002,  there
were approximately, 120 beneficial holders and approximately six initial holders
of record of our common stock.

     During 2001, the range of high and low sales price (not including  markups,
markdowns  or  commission)  for each  quarterly  period  was,  according  to OTC
Bulletin Board, the following:

<TABLE>
<CAPTION>

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


       <S>              <C>                   <C>         <C>

       Quarter ended     March 31, 2001 (1)     --           --
       Quarter ended     June 30, 2001        $0.85        $0.68
       Quarter ended     September 30, 2001   $1.55        $0.81
       Quarter ended     December 31, 2001    $1.85        $1.05

 </TABLE>

      (1)There were no shares traded in the quarter ended March 31, 2001.



Dividend Information

     We have never paid and have no present  intention of paying cash  dividends
on our common stock.  We anticipate  that we will retain all earnings for use in
our business, and we do not anticipate paying cash dividends for the foreseeable
future.  Any  determination  in the future to pay  dividends  will depend on our
financial condition,  capital requirements,  results of operations,  contractual
limitations,  legal  restrictions,  and any other factors our Board of Directors
deems relevant.

Item 6.  Selected Financial Data

     The  following  selected  consolidated  financial  data with respect to our
consolidated financial position as of December 31, 2001 and 2000 and our results
of  operations  for the years ended  December 31,  2001,  2000 and 1999 has been
derived from our audited  consolidated  financial statements appearing elsewhere
in this Annual Report.  This information should be read in conjunction with such
consolidated  financial statements and the notes thereto. The selected financial
data with respect to our consolidated financial position as of December 31, 1999
and 1998,  and our results of operations  for the years ended  December 31, 1998
and 1997 has been derived from our audited  consolidated  financial  statements,
which are not presented herein.  The selected financial data with respect to our
consolidated financial position as of December 31, 1997 are unaudited.

<PAGE>
                                       22






                     HISPANIC EXPRESS, INC. AND SUBSIDIARIES
                      SELECTED FINANCIAL AND OPERATING DATA
                      (In thousands, except per share data)


<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                   ------------------------------------------------
                                                   1997       1998      1999       2000        2001
                                                   ----       ----      ----       ----        ----
 <S>                                              <C>         <C>        <C>        <C>         <C>
Statements of Income Data:

Revenues:

   Interest income                               $ 14,393    $ 15,010   $ 14,747   $ 13,028    $  6,840
   Travel services                                  8,716       8,961     14,270     14,872      12,475
   Other income (1)                                 6,365       7,954     10,885      9,759       5,674
                                                 --------    --------   --------   --------    --------
    Total Revenues                                 29,474      31,925     39,902     37,659      24,989
                                                 --------    --------   --------   --------    --------

Costs and Expenses:
   Operating expenses                              16,891      17,738     24,215     28,857      17,304
   Provision for credit losses                      5,318       5,952      6,531      9,406       5,938
   Impairment of goodwill and Other assets           --          --         --         --         4,351
   Interest expense                                 3,406       3,212      3,202      2,930         419
   Depreciation and amortization                      750       1,151      1,556      1,826       1,583
                                                 --------    --------   --------   --------    --------
Income (loss) from operations                       3,109       3,872      4,398     (5,360)     (4,606)
Gain on sale of property                              --          --         --         --          179
                                                 --------    --------   --------   --------    --------
Income (loss) before taxes                          3,109       3,872      4,398     (5,360)     (4,427)
Provision (benefit) for income tax                  1,217       1,549      1,759     (1,938)     (1,338)
                                                 --------    --------   --------   --------    --------
   Net income (loss)                                1,892    $  2,323   $  2,639   $ (3,422)   $ (3,089)
                                                 ========    ========   ========   ========    ========

Per Share Data:
Net loss per common share:
   Basic                                                                                       $ (0.44)
   Diluted                                                                                     $ (0.44)

Weighted average shares outstanding:
   Basic                                                                                          7,091
   Diluted                                                                                        7,091

Pro Forma Per Share Data (Unaudited):
Pro forma net loss per common share:
   Basic                                                                           $  (0.48)
   Diluted                                                                         $  (0.48)
Pro forma weighted average shares outstanding:
   Basic                                                                              7,166
   Diluted                                                                            7,166


(1) Other income includes  administrative and membership fees charged on certain
small loan contracts,  late charges, revenue from the sale of insurance products
and fees charged for check cashing.


</TABLE>



<PAGE>
                                       23




<TABLE>
<CAPTION>


                                                  December 31,
                                  -------------------------------------------

                                    1997       1998       1999    2000   2001
                                    ----       ----       ----    ----   ----
<S>                               <C>       <C>       <C>       <C>     <C>
Balance Sheet Data:
Cash and short-term investments   $ 5,003   $ 7,847   $ 5,208   $ 4,528 $21,315
Receivables, net                   55,494    61,131    55,380    43,787   7,548
Total assets                       86,159    91,976    86,608    74,538  45,653
Notes payable                      40,850    40,000    40,000    23,600    --
Stockholders' equity               38,864    45,053    38,843    40,640  37,332 (1)

</TABLE>



(1)In  February  2002,  we announced  that the  implementation  of FAS 142 would
result in a  write-off  of  approximately  $8 million of  goodwill  in the first
quarter of 2002.

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

     The following discussion should be read in conjunction with the information
under "Selected  Financial Data" and our Consolidated  Financial  Statements and
Notes thereto and other financial data included elsewhere in this Annual Report.
Certain  statements  under this caption relate to matters that involve risks and
uncertainties.  Our actual  results  may differ  significantly  from the results
discussed  in these  statements.  Factors  that might  cause such a  difference,
include but are not limited to, credit  quality,  economic  conditions,  airline
relationships  and  commissions,  technology,  competition in the geographic and
business  areas in which we conduct  our  operations,  fluctuations  in interest
rates and government  regulation.  For additional  information  concerning these
factors  and  others,   see  "Item  1.   Description  of  Business  --  Business
Considerations  and Certain Factors that May Affect Future Results of Operations
and Stock Price."

Overview

     In pursuit of our business strategy, we have grown by introducing financial
products and travel services we felt would well serve the Hispanic community. In
December of 1992,  we began  offering our  unsecured,  closed-end,  small loans,
generally  ranging  from $350 to  $1,500,  for  personal,  family  or  household
purposes.  In June 1995,  we commenced  our travel  services  business and began
offering  financing  for the travel  tickets we sold.  In 1996,  we expanded our
travel  business  by  assuming  the  leases  to 70 retail  locations,  which had
previously offered travel services.

     In May 1997, we introduced a financial  product involving the issuance of a
card,  called an "Efectiva  Card." The Efectiva Card provides our customers with
the ability to access their  established  lines of credit with us by withdrawing
cash  from our  cash  dispensing  machines.  Our cash  dispensing  machines  are
proprietary  and are not part of any network  system.  At December 31, 2000,  we
operated cash dispensing machines in eight of our finance and travel locations.

<PAGE>
                                       24



     In October  1997,  we entered into an  agreement  with Kmart to install our
cash  dispensing  machines  at 10 Kmart  locations  in Southern  California.  In
January 1998,  Kmart and we agreed to expand the  relationship  and install cash
dispensing  machines in  additional  Kmart  stores.  We had machines in 35 Kmart
locations,  and in 26 other  locations  which we own or  operate,  at the end of
December 31, 1999. In the fourth  quarter of 2000,  we terminated  the agreement
with Kmart and had no cash  dispensing  machines in Kmart  locations at December
31, 2000.

     Historically,  we provided  payroll check cashing services to our customers
free of charge when they come into our finance centers to pay on their accounts.
In mid-1998,  however, we began to charge for such services and to offer cashing
services in certain of our loan centers.

     In March 1999, we again expanded our travel business by assuming the leases
to 24 retail locations, which had previously offered travel services. During the
last six months of 1999, we began to significantly  build our  infrastructure to
support our Internet  travel business and in the first half of 2000 we increased
our  advertising  expenditures  for this business.  In July 2000, in response to
changing  market  conditions,  we  made  a  decision  to  curtail  our  Internet
activities,  including,  reducing  staff levels,  advertising  and other related
costs,  and we  wrote-off  approximately  $0.2  million of  in-process  software
development  costs  which we decided not to  complete,  and  recorded  severance
charges of approximately $0.3 million.

     In September  2000,  we closed six check cashing  locations  which were not
performing satisfactorily,  and recorded a charge of approximately $0.8 million,
representing  the write-off of leasehold  improvements,  fixed assets and future
discounted rent at these  locations.  In the fourth quarter of 2000,  certain of
our loan and travel  locations were  negatively  impacted by a bus strike in the
Los Angeles area which lasted  approximately  five weeks. As a result of the bus
strike and  deteriorating  economic  conditions  our  delinquencies  have in the
fourth quarter of 2000 and through the first eight months of 2001 increased, and
in response,  we tightened our credit  guidelines  and  implemented a program to
reduce  customer  credit limits in our  receivables  portfolios.  As a result of
continued high delinquency  levels in 2001, we made a decision in September 2001
to  temporarily  curtail our small loan  business and to evaluate in the fall of
2002 whether to reactivate  this business or not. As a result of these  policies
and decisions,  our overall portfolio of net finance receivables has declined to
$7,548,000 at December 31, 2001 compared to  $43,787,000  December 31, 2000. The
decline in the balance of our receivables portfolios has resulted in a declining
level of interest income earned as shown under "Financial Trends." In the fourth
quarter  of  2000,  we  also  reevaluated  our  current  charge-off  policy  and
charged-off accounts which were past due at December 31, 2000 and, which did not
make any payments after year end, and continued this policy  throughout 2001. In
2000,  we also made a decision to replace  our  computer  system and  recorded a
charge in the amount of $1.4 million to buyout the old computer system lease and
write-off  certain software costs. In 2001, we wrote-off  $4,351,000  million of
goodwill and other long-lived  assets of which $2,183,000  related to our travel
business and $2,168,000, which related to our finance business.

     As a result of the changes in products and services  offered and changes in
distribution  channels,  results of operations are not readily  comparable  from
year to year or from period to period,  and are not  necessarily  indicative  of
future operating results.



<PAGE>
                                       25




Financial Trends

Portfolios

The following sets forth certain information relating to our portfolios for the
periods indicated:




<TABLE>
<CAPTION>


                                                      Small Loan Portfolio
                                           (Dollars in thousands, except average
                                                         contract balance)
                                                     Years Ended December 31,
                                                 ------------------------------

                                                     1999       2000       2001
                                                   -------    -------    -------

<S>                                                 <C>        <C>        <C>
Gross receivable (at end of period)                 $55,737    $42,633    $ 8,121
Deferred administrative fees, ATM fees and
insurance revenues (at end of period)                 1,865      1,581         44
                                                    -------    -------    -------
Net carrying value                                  $53,872    $41,052    $ 8,077
                                                    =======    =======    =======
Average net receivable                              $56,640    $48,703    $23,705
Number of contracts (at end of period                87,118     70,758     26,280
Average net contract balance (at end of period)     $   618    $   580    $   307

Total interest income (1)                           $13,584    $11,867    $ 5,924
Total administrative fee and ATM fee income         $ 3,870    $ 3,437    $ 1,956
Late charge and extension fee income                $ 1,926    $ 1,954    $ 1,469

Provision for credit losses                         $ 6,241    $ 9,154    $ 5,591
Provision for credit loss as a percentage of
    average net receivable                             11.0%      18.8%      23.6%
Net write-offs                                      $ 6,319    $10,450    $ 5,036
Net write-offs as a percentage of average net
receivable                                             11.2%      21.4%      21.2%

Average interest rate on average net receivable        24.0%      24.4%      25.0%

</TABLE>

(1)  Amounts  represent   interest  on  the  small  loan  portfolio,   excluding
administrative  and membership  fees, late and other included in other income in
the consolidated statements of income appearing elsewhere herein.

<PAGE>

                                      26


<TABLE>
<CAPTION>

                                                    Travel Finance Portfolio
                                                  (Dollars in thousands, except
                                                    average contract balance)
                                                     Years Ended December 31,
                                                  ----------------------------

                                                    1999       2000      2001
                                                    ----       ----      ----
<S>                                                  <C>        <C>       <C>

Gross receivable (at end of period)               $ 4,489    $ 4,348    $ 1,714
                                                  =======    =======    =======


Average net receivables                           $ 4,455    $ 4,503    $3,198
Number of contracts (at end of period)             11,506     10,569     5,634
Average net contract balance (at end of period)   $   390    $   411    $  304

Total interest income                             $ 1,163    $ 1,161    $  916
Late charge and extension fee income              $   216    $   214    $  122

Provision for credit losses                       $   290    $   252    $  347
Provision for credit loss as a percentage of
    average net receivable                            6.5%       5.5%     10.9%
Net write-offs                                    $   290    $   324    $  272
Net write-offs as a percentage of average net
    receivable                                        6.5%       7.1%      8.5%

Average interest rate on average net receivable      26.1%      25.8%     28.6%

</TABLE>

     The following sets forth certain information relating to our portfolios for
the periods indicated.

Analysis of Changes in Net Interest Income

     The following  table  separates the changes in net interest  income between
changes in average  balances,  or Volume,  and average  rates,  or Rate, for the
average  net  receivables  of the small loan and travel  portfolio  (dollars  in
thousands) for the periods presented.


<TABLE>
<CAPTION>

                                                                          Years Ended                   Years Ended
                                             Years Ended               December 31, 2000             December 31, 2001
                                          December 31, 1999                  versus                        versus
                                                versus
                                          December 31, 1998            December 31, 1999             December 31, 2000
                                    -------------------------    ------------------------------    ---------------------------


                                    Volume     Rate      Total     Volume      Rate       Total     Volume      Rate     Total
                                    ------     ----      -----     ------      ----       -----     ------      ----     -----
<S>                               <C>        <C>        <C>        <C>        <C>        <C>        <C>
Increase (decrease) in interest
income

Small Loan Portfolio              $   318    $  (526)   $  (208)   $(1,912)   $   195    $(1,717)   $(6,100)   $   157   $(5,943)

Travel Portfolio                  $   (84)   $    12    $   (72)   $    12    $   (14)   $    (2)   $  (337)   $    92   $  (245)

</TABLE>



<PAGE>
                                       27



Credit Quality

     The provision for credit losses in our small loan and travel portfolios are
made  following the  origination of loans over the period that the events giving
rise to the credit  losses  are  estimated  to occur.  Our  portfolios  comprise
smaller-balance,  homogenous loans that are evaluated  collectively to determine
an appropriate  allowance for credit losses.  The allowance for credit losses is
maintained  at a level  considered  adequate  to cover  losses  in the  existing
portfolios.   We  pursue   collection  of  past  due  accounts,   and  when  the
characteristics  of an individual  account indicate that collection is unlikely,
the account is charged off and turned over to a collection  agency.  In 1998, we
changed our policy to automatically charge-off delinquent accounts over 150 days
past due. Prior to that, we generally charged off delinquent  accounts when they
were  181 days and beyond past due. We accrue  interest up to the time we charge
off an account.  In the fourth quarter of 2000, our loan business was negatively
impacted by a bus strike in the Los Angeles area which lasted approximately five
weeks. As a result of the bus strike and a deteriorating  economic climate,  our
delinquencies have increased and in response we tightened our credit guidelines,
reduced  customer  credit  limits  and we  reevaluated  our  current  charge-off
policies and  charged-off  accounts  that were past due at December 31, 2001 and
2000, and which did not make any payments after their respective year ends.

     The  allowance  for loan  losses is  increased  by  charges  to income  and
decreased  by  charge-offs,   net  of  recoveries.   Our  management's  periodic
evaluation  of the  adequacy  of the  allowance  is based on our past  loan loss
experience,  known and inherent risks in the portfolio,  adverse situations that
may affect the borrower's ability to repay and current economic conditions.

     For information  concerning our provisions for credit loses and charge-offs
experienced in our small loan and travel  portfolios,  see  "Financial  Trends -
Portfolios" above.

Payment and Collections

     Industry  studies  estimate  that a  significant  percentage  of the  adult
population in the United States do not maintain a checking  account,  which is a
standard prerequisite for obtaining a consumer loan credit card or other form of
credit from most  consumer  credit  sources.  Our customers are required to make
their monthly  payments using a payment schedule or statement that we provide to
them.  The vast  majority of our  customers  make their  payments in cash at our
payment facilities.

     We consider  payments  past due if a borrower  fails to make any payment in
full on or before its due date, as specified in the installment  credit or small
loan  contract the customer  signs.  We currently  attempt to contact  borrowers
whose  payments are not received by the due date within  10 days  after such due
date. We contact these borrowers by both letter and telephone.  If no payment is
remitted to us after the initial  contact,  we make  additional  contacts  every
seven days, and, after a loan becomes 31 days delinquent, we generally turn over
the account to our credit collectors.  Under our guidelines, we generally charge
off and turn over an account to a collection  agency when we determine  that the
account is uncollectible.

Delinquency Experience and Allowance for Credit Losses

     Borrowers  under our contracts are required to make monthly  payments.  The
following table sets forth our delinquency experience for accounts with payments
31 days  or more  past due and  allowance  for  credit  losses  for our  finance
receivables.


<PAGE>
                                       28
<TABLE>
<CAPTION>


                                                         Finance Receivables(1)
                                                        (Dollars in thousands)
                                                        Years Ended December 31,
                                                       ----------------------------------
                                                         1999         2000        2001
                                                       ---------    --------     --------
<S>                <C>                                  <C>         <C>         <C>
Past due accounts  31 days or more (gross receivable)   $  3,113    $    859    $    731

Accounts with  payments 31 days or more past due as a
    percentage of end of period gross receivables            5.1%        1.8%        7.4%

Allowance for credit losses                             $  2,981    $  1,613    $  2,243

Allowance for credit losses as a percentage of gross
    receivables                                              4.9%        3.4%       22.8%

</TABLE>

(1) Includes receivables in our small loan and travel finance portfolios


     In 1999,  delinquencies  and net  write-offs in our  receivable  portfolios
increased  to  levels  which  were  substantially  higher  than  those  we  have
historically  experienced in such portfolios.  Delinquency and write-offs trends
continued to increase  again in the years ended  December 31, 2000 and 2001. The
increases occurred primarily with respect to our existing customers, rather than
new credit  customers.  We believe these  increases  were  primarily a result of
excessive credit burdens for some customers,  due to an aggregate over extension
of  credit  in  the  marketplace  and  by  deteriorating   economic  conditions.
Additionally,  delinquency  trends  were  negatively  impacted in the year ended
December 31, 2000 by a five-week bus strike in the Los Angeles area. In response
to our decision to curtail  making loans in 2001,  and concerns we had about the
impact  of this  decision  on  delinquent  trends,  we  provided  an  additional
allowance for credit losses during the twelve months ended December 31, 2001. As
of December 31, 2001,  the accounts  with payments 31 days or more past due as a
percentage of the end of period gross receivables,  and the allowance for credit
losses  as a  percentage  of net  receivables,  increased  from  1.8% and  3.4%,
respectively,  as of December  31, 2000 to 7.4% and 22.8%,  respectively,  as of
December  31,  2001.  In  light of this we  suspended  this  business,  and will
reevaluate in the Fall of 2002.

<PAGE>
                                       29



Results of Operations

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

     Total  revenues  in the year ended  December  31, 2001  decreased  to $25.0
million from  $37.7 million in the year ended  December 31,  2000, a decrease of
$12.7 million or 33.6%.

     Total  interest  income for the year ended  December 31, 2001  decreased to
$6.8 million from  $13.0 million in the year ended December 31, 2000, a decrease
of  $6.2 million  or 47.5%.  This  decrease was  primarily  due to a decrease of
$5.9 million in the interest earned on the small loan portfolio as a result of a
decrease  in the average  balance of the small loan  portfolio,  which  averaged
$23.7 million  for the year ended  December  31,  2001  compared  to the average
balance of  $48.7 million  for the year ended December 31, 2000,  reflecting the
affect of our tightened  credit  guidelines  and our  suspension of making small
loans in September of 2001.

     Revenues earned on the sales of travel services  decreased to $12.5 million
for the year ended December 31, 2001 compared to $14.9 million in the year ended
December 31, 2000, a decrease of $2.4 million or 16.1%. This decrease was due to
a decrease in commissions and override commissions earned on the sale of airline
tickets,  and a slowdown in airline traffic as a result of the terrorist  attack
on September 11, 2001, and deteriorating economic conditions.

     Other income for the year ended December 31, 2001 decreased to $5.7 million
from   $9.8 million  in  the  year  ended  December  31,  2000,  a  decrease  of
$4.1 million  or 41.9%.  Other income  primarily  includes  administrative  fees
earned on the small loan portfolio, membership fees earned on the Efectiva Card,
late charge income and extension fees and income earned on the sale of insurance
products.  This decrease was primarily due to a reduction in Efectiva membership
and administrative fees earned on the small loan portfolio of $1.5 million,  and
a  decrease  of $2.0  million of income  earned on our sale of credit  insurance
products, and a decrease of $0.6 million in late charge income.

     The  decrease in other income fees was  primarily  due to a decrease in the
average  balance of the small loan portfolio in the year ended December 31, 2001
compared to the year ended December 31, 2000.  The average  interest rate earned
on the small loan  portfolio  was 25.0% for the year  ended  December  31,  2001
compared to 24.4% in the year ended December 31, 2000.

     Operating  expenses  for the year ended  December  31,  2001  decreased  to
$17.3 million from $28.9 million in the year ended December 31, 2000, a decrease
of  $11.6 million  or 40.0%.  Of this decrease $2.0 million was  attributable to
expenses  related to our travel  business,  of which $1.0 million was related to
expenses of our  Internet/travel  operations,  which we closed in July 2000. The
remaining  decrease in operating  expenses was  primarily due to a reductions in
credit  and  collection   expenses,   and  general  corporate  office  expenses,
reflecting our reduced levels of business activity.

     The  provision  for  credit  losses in the year  ended  December  31,  2001
decreased to $5.9 million from $9.4 million in the year ended December 31, 2000,
a decrease of $3.5 million or 36.9%. This decrease was primarily attributable to
a decrease in the average net receivables  portfolios in the twelve months ended
December 31, 2001.

     Interest  expense  for the  year  ended  December  31,  2001  decreased  to
$0.4 million  from $2.9 million in the year ended  December 31, 2000, a decrease
of $2.5 million or 85.9%.

<PAGE>
                                       30


This  decrease  is  primarily  due  to  a  declining  average  balance  of  debt
outstanding  in the year ended  December  31,  2001  compared  to the year ended
December 31, 2000.

     Depreciation  and  amortization  for  the  year  ended  December  31,  2001
decreased to $1.6 million from $1.8 million in the year ended December 31, 2000,
a decrease of  $0.2 million  or 13.9% primarily due to write-off of goodwill and
other long-lived assets.

     For the year ended  December 31, 2001, we recorded a charge of $4.4 million
for the  impairment  of goodwill  and other  long-lived  assets.  The charge was
comprised  of (a) an  impairment  of  goodwill  of $3.3  million;  and,  (b) the
write-off of computer  software,  equipment  and fixtures of $0.9  million,  and
deferred loan fees of $0.2 million.

     As a result of the foregoing  factors,  net loss in the year ended December
31, 2001 was $3.1  million  compared  to a net loss of $3.4  million in the year
ended December 31, 2000.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

     Total  revenues  in the year ended  December  31, 2000  decreased  to $37.7
million from  $39.9 million in the year ended  December 31,  1999, a decrease of
$2.2 million or 5.6%.

     Total  interest  income for the year ended  December 31, 2000  decreased to
$13.0 million from $14.7 million in the year ended December 31, 1999, a decrease
of  $1.7 million  or 11.7%.  This  decrease was  primarily  due to a decrease of
$1.7 million in the interest earned on the small loan portfolio as a result of a
decrease  in the average  balance of the small loan  portfolio,  which  averaged
$48.7 million  for the year ended  December  31,  2000  compared  to the average
balance of $56.6 million for the year ended December 31, 1999.

     Revenues earned on the sales of travel services  increased to $14.9 million
for the year ended December 31, 2000 compared to $14.3 million in the year ended
December  31,  1999,  an increase of  $0.6 million  or 4.2%.  This  increase was
primarily  due to the full year of  operation  of 38 new  travel  stores in 2000
whose leases were assumed from outside parties at various times in 1999.

     Other income for the year ended December 31, 2000 decreased to $9.8 million
from  $10.9 million  in  the  year  ended  December  31,  1999,  a  decrease  of
$1.1 million  or 10.3%.  Other income  primarily  includes  administrative  fees
earned on the small loan portfolio, membership fees earned on the Efectiva Card,
late charge income and extension fees and income earned on the sale of insurance
products.  This decrease was primarily due to a reduction in Efectiva membership
and administrative fees earned on the small loan portfolio of $0.4 million,  and
a  decrease  of $1.1  million of income  earned on our sale of credit  insurance
products,  which were  offset by an increase  of $0.4  million in check  cashing
fees.

     The decrease in income from our Efectiva membership and administrative fees
and insurance products was primarily due to a decrease in the average balance of
the small loan  portfolio in the year ended  December  31, 2000  compared to the
year ended December 31, 1999. The average interest rate earned on the small loan
portfolio  was 24.4% for the year ended  December 31, 2000  compared to 24.0% in
the year ended  December  31,  1999.  The  increase  in check  cashing  fees was
primarily  attributable  to  increases  in fees  charged on this  service and an
increase in the number of locations offering this service.

<PAGE>
                                       31


     Operating  expenses  for the year ended  December  31,  2000  increased  to
$28.9 million  from  $24.2 million  in the year  ended  December  31,  1999,  an
increase of  $4.7 million  or 19.2%.  Of this increase $2.1 was  attributable to
expenses  related to the  expansion  of our travel  business,  $1.0 million  was
attributable to the write-off of software development costs, severance costs and
increased  advertising  expenditures for our Internet travel business,  which we
decided  to  curtail  in July of 2000,  $0.8  million  was  attributable  to our
decision  to replace  our  computer  system and buyout the old  computer  system
lease,  $0.8 million was attributable to charges incurred in connection with our
decision to terminate our agreement with Kmart and eliminate our cash dispensing
machines at 35 Kmart  locations and shut down six check cashing  locations which
were not performing satisfactorily.

     The  provision  for  credit  losses in the year  ended  December  31,  2000
increased to $9.4 million from $6.5 million in the year ended December 31, 1999,
an increase of $2.9 million or 44.0%.  This increase was primarily  attributable
to increased write-offs and delinquencies in the small loan portfolio.

     Interest  expense  for the  year  ended  December  31,  2000  decreased  to
$2.9 million  from $3.2 million in the year ended  December 31, 1999, a decrease
of $0.3 million or 8.5%.  This decrease is primarily due to a declining  average
balance of debt  outstanding in the year ended December 31, 2000 compared to the
year ended December 31, 1999.

     Depreciation  and  amortization  for  the  year  ended  December  31,  2000
increased to $1.8 million from $1.6 million in the year ended December 31, 1999,
an increase of $0.2 million or 17.4% primarily due to increased  amortization of
goodwill resulting from the assumption of leases for our new travel stores.

     As a result of the foregoing  factors,  net loss in the year ended December
31, 2000 was $3.4  million  compared  to net income of $2.6  million in the year
ended December 31, 1999.

Liquidity and Capital Resources

     We have  historically  financed our operations  primarily through cash flow
generated from operations and borrowings  under our notes payable.  During 2001,
as a result of the  deteriorating  economic  climate  the Company  continued  to
tightened  its credit  guidelines,  which as a  consequence  has  resulted  in a
continued  contraction  in our  receivable  portfolios.  The  contraction in the
receivable  portfolios  generated  funds that were used to pay off the Company's
line of credit with Union Bank of  California  in April 2001 and note payable to
Banner Central Finance on September 30, 2001. The Company terminated its line of
credit with Union Bank of California on September 7, 2001.  The Company has cash
and  short-term  investments  of $21.5 million at December 31, 2001.  These cash
balances  and cash  flows  generated  from  operations  and  contraction  of our
receivable  portfolios will be used to finance our operations and to fund future
investments which the Company may make.

     Net cash provided from operations totaled $10.8 million,  $10.6 million and
$15.5 million   for  the  years  ended   December 31,   2001,   2000  and  1999,
respectively. In each of these periods the source of cash primarily consisted of
net operating income after non-cash items.  Non-cash items in each of 2001, 2000
and 1999  included  depreciation  and  amortization,  loss on  disposal of fixed
assets, impairment of goodwill and other assets, provision for credit losses and
deferred  income  taxes.   Other  items  affecting  cash  flows  from  operating
activities in each of the years included cash flows from  increases  (decreases)
in notes receivable, prepaid expenses and other assets, income taxes receivable,
accrued expenses and other current liabilities, and other assets.

<PAGE>
                                       32


     Net cash  provided by investing  activities  totaled  $21.3 million for the
year ended December 31, 2001. Net cash used in investing activities totaled $0.1
million  and $9.2  million  for the  years  ended  December  31,  2000 and 1999,
respectively.  In 2001, net cash provided by investing  activities included $0.9
million of proceeds  from the sale of property and fixed assets and $9.8 million
of cash used to purchase short-term  investments.  Net cash provided by and used
in investing activities in each of the years consisted of installment  contracts
and other contract receivables collected  (originated) and capital expenditures.
The decrease in our finance portfolios  generated net cash flow of $30.3 million
in 2001.

     Net cash used in financing activities totaled $25.1 million,  $11.2 million
and  $8.8  million  in the  years  ended  December  31,  2001,  2000  and  1999,
respectively.  In 2001 and 2000, net cash used in financing activities consisted
of repayment of notes payable totaling $24.8 million and $16.4 million.  Capital
contributions  from  Central  Financial of $5.3 million and purchase of treasury
stock of $0.1 million in 2000.  In 1999,  net cash used in financing  activities
consisted of capital  distributions  to Central  Financial in the amount of $8.1
million and purchase of treasury stock of $0.7 million.

     Based  on our  current  business  plan,  we  expect  our  existing  capital
resources will adequately  satisfy our long-term  working  capital.  Our capital
resources will be further enhanced as we continue on to contract our small loans
and travel receivables portfolios.

     See Item 1. " - Business Considerations and Certain Factors that May Affect
Future Results of Operations and Stock Price - Restrictions  Imposed by the Line
of Credit," and Item 1. " - Business Considerations and Certain Factors that May
Affect  Future  Results of  Operations  and Stock Price - Need for Senior Credit
Facility."

     Our  Board of  Directors  has  authorized  open-market  purchases  of up to
3 million shares of our common stock, subject to applicable law and depending on
market  considerations  and other  considerations  that may affect  open  market
repurchases  of such shares  pursuant to  authorization  from time to time.  Any
decision to  purchase  such shares will be based on the price of such shares and
whether we have capital available for such purchase.

Recent Accounting Pronouncements

     In July 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 141, Business  Combinations (SFAS 141), and
Statement  of  Financial  Accounting  Standards  No.  142,  Goodwill  and  Other
Intangible Assets (SFAS 142). They also issued Statement of Financial Accounting
Standards No. 143, Accounting for Obligations  Associated with the Retirement of
Long-Lived  Assets (SFAS 143), and Statement of Financial  Accounting  Standards
No. 144,  Accounting for the  Impairment or Disposal of Long-Lived  Assets (SFAS
144), in August and October 2001, respectively.

     SFAS 141 requires all business  combinations  initiated after June 30, 2001
be accounted for under the purchase method.  SFAS 141 supersedes APB Opinion No.
16, Business  Combinations,  and Statement of Financial Accounting Standards No.
38, Accounting for Preacquisition Contingencies of Purchased Enterprises, and is
effective for all business combinations initiated after June 30, 2001.

     SFAS 142  addresses  the  financial  accounting  and reporting for acquired
goodwill  and other  intangible  assets.  Under the new  rules,  a company is no
longer required to amortize goodwill and other intangible assets with indefinite
lives,  but  will be  subject  to  periodic  testing  for  impairment.  SFAS 142
supersedes APB Opinion No. 17, Intangible Assets. Effective January 1, 2002, the

<PAGE>
                                       33


Company  will adopt  SFAS 142.  Adoption  of SFAS 142 will  result in a goodwill
impairment charge of approximately $8 million,  because of a decline in the fair
value of the Company's travel business.

     SFAS  143  establishes   accounting   standards  for  the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated  with the  retirement  of  tangible  long-lived  assets.  SFAS 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted.  The Company  expects that the provisions of SFAS 143 will not have a
material impact on its consolidated results of operations and financial position
upon adoption. The company plans to adopt SFAS 143 effective January 1, 2003.

     SFAS 144  establishes  a single  accounting  model  for the  impairment  or
disposal of  long-lived  assets,  including  discontinued  operations.  SFAS 144
superseded  Statement of Financial  Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of
(SFAS 121),  and APB  Opinion No. 30,  Reporting  the  Results of  Operations  -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently  Occurring Events and  Transactions.  The provisions of
SFAS 144 are effective in fiscal years  beginning  after December 15, 2001, with
early adoption permitted,  and in general are to be applied  prospectively.  The
Company  plans to adopt SFAS 144  effective  January 1, 2002 and does not expect
that the adoption  will have a material  impact on its  consolidated  results of
operations and financial position.


UNAUDITED QUARTERLY FINANCIAL INFORMATION

The following is a summary of unaudited  quarterly  financial data for the years
ended December 31, 2001 and 2000.

<TABLE>
<CAPTION>


                                                    2001
                              -------------------------------------------------
                              December 31, September 30,  June 30,    March 31,
                              -----------  -------------  ---------   ---------
                                   (In thousands, except per share data)


<S>                              <C>        <C>          <C>          <C>
Revenues                         $ 4,521    $ 5,759      $ 6,920      $ 7,789
Income (loss) before provision
  (benefit) for income taxes     $(2,432)   $(2,021)     $   (65)     $    91
Net income (loss)                $(1,460)   $(1,645)     $   (39)     $    55

Net income (loss)
   per common share:
  Basic                          $ (0.21)   $ (0.23)      $(0.01)     $  0.01
  Diluted                        $ (0.21)   $ (0.23)      $(0.01)     $  0.01

</TABLE>


<TABLE>
<CAPTION>

                                                    2000
                              -------------------------------------------------
                              December 31, September 30,  June 30,    March 31,
                              -----------  -------------  ---------   ---------
                                   (In thousands, except per share data)


<S>                              <C>        <C>          <C>         <C>
Revenues                         $ 8,986    $ 9,725      $ 9,392     $ 9,556
Income (loss) before provision
  (benefit) for income taxes     $(4,216)   $(1,165)     $    30     $    (9)
Net income (loss)                $(2,735)   $  (700)     $    18     $    (5)

Net income (loss)
   per common share:
  Basic                          $ (0.38)   $ (0.10)     $  --       $  --
  Diluted                        $ (0.38)   $ (0.10)     $  --       $  --

</TABLE>




<PAGE>
                                       34



     The following  items summarize the material and unusual items that impacted
the 2001 and 2000 quarterly results of operations:

     In the  fourth  quarter  of 2001,  the  Company  recorded  a charge of $2.2
million for the impairment of goodwill.

     In the third quarter of 2001,  the Company  recorded a charge in the amount
of $2.2 million for the impairment of goodwill and other long-lived  assets. The
charge was  comprised  of (a)  impairment  of goodwill  $1.1  million;  and, (b)
write-off  of computer  software,  equipment  and  fixtures of $0.9  million and
deferred loan fees of $0.2 million.

     In the fourth  quarter of 2000,  the Company made a decision to replace its
computer  system and  recorded a charge in the amount of $1.4  million to buyout
the old computer system lease and write-off certain software costs.

     In  September  2000,  the  Company  decided  to reduce  the number of Kmart
locations  in  which we had our cash  dispensing  machines  and to close 6 check
cashing  locations  which were not  performing  satisfactorily,  and  recorded a
charge of  approximately  $0.8 million,  representing the write-off of leasehold
improvements, fixed assets and future discounted rent a lease locations.

     In July 2000,  in  response  to  changing  market  conditions,  the Company
curtailed  its travel  Internet  activities,  including  reducing  staff levels,
advertising and other related costs, and we wrote-off approximately $0.2 million
in process  software  development  costs,  which we decided not to complete  and
recorded severance charges of approximately $0.3 million.

Item 8.  Financial Statements and Supplementary Data

     See  "Item 14.  Exhibits,  Financial  Statement  Schedules  and  Reports on
Form 8-K" for our financial statements, and the notes thereto, and the financial
statement schedules filed as part of this report.

Item 9.  Changes in and Disagreements with Accountants and Financial Disclosure

                  None.


<PAGE>
                                       35


                                    PART III

     The   Securities  and  Exchange   Commission   (the  "SEC")  allows  us  to
"incorporate by reference" the  information we file with them,  which means that
we  can  disclose  important  information  to  you by  referring  you  to  those
documents. The information incorporated by reference is considered to be part of
this Annual Report.  We incorporate by reference in Items 10 to 13 below certain
sections of our definitive proxy  statement,  to be filed pursuant to Regulation
14A with the SEC within 120 days after December 31, 2001.

Item 10.  Directors and Executive Officers of the Registrant

     We incorporate by reference in this Annual Report the information  required
by this  Item 10  contained in the sections  entitled  "Discussion  of Proposals
Recommended  by the Board -  Proposal  1:  Elect  Four  Directors  -  Nominees,"
"Information  About Directors and Executive  Officers," and  "Information  About
Hispanic Express Common Stock Ownership - Did Directors,  Executive Officers and
Greater-Than-10%  Stockholders  Comply With Section 16(a)  Beneficial  Ownership
Reporting in 2000?" of our definitive proxy  statement,  to be filed pursuant to
Regulation 14A with the SEC within 120 days after December 31, 2001.

Item 11.  Executive Compensation

     We incorporate by reference in this Annual Report the information  required
by this Item 11 contained in the sections entitled  "Information About Directors
and Executive  Officers" and  "Information  About Hispanic  Express Common Stock
Ownership - Compensation  Committee Interlocks and Insider Participation" of our
definitive proxy statement,  to be filed pursuant to Regulation 14A with the SEC
within 120 days after December 31, 2001.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     We incorporate by reference in this Annual Report the information  required
by this Item 12 contained in the section entitled "Information about CFAC Common
Stock  Ownership" of our  definitive  proxy  statement,  to be filed pursuant to
Regulation 14A with the SEC within 120 days after December 31, 2001.

Item 13.  Certain Relationships and Related Transactions

     We  incorporate  herein by reference in this Annual Report the  information
required by this Item 13  contained in the section entitled  "Information  About
Directors  and   Executive   Officers  -  Certain   Relationships   and  Related
Transactions"  of our  definitive  proxy  statement,  to be  filed  pursuant  to
Regulation 14A with the SEC within 120 days after December 31, 2001.


<PAGE>
                                       36


                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

          Financial  Statements.  Reference is made to the Index to Consolidated
          Financial  Statements  on page F-1 for a list of financial  statements
          filed as part of this report.

          Financial  Statement  Schedules.  All financial  statement  schedules,
          except for  Schedule  II, are  omitted  because of the  absence of the
          conditions under which they are required to be provided or because the
          required  information is included in the financial  statements  listed
          above and/or related notes.

          List of Exhibits.  The following is a list of exhibits filed as a part
          of this report,  including any  management  contracts or  compensatory
          plans or  arrangements  required  to be filed  as an  exhibit  to this
          report.   Such   management   contracts  or   compensatory   plans  or
          arrangements are identified in the list below.

<TABLE>
<CAPTION>

                                   Description
                                  -----------

Exhibit No.
-----------
<S>     <C>

3.1      Certificate of Incorporation, as amended*

3.2      Bylaws*

4        Form of specimen common stock certificate*

10.1     Hispanic Express, Inc. 2000 Stock Option Plan*

10.2     Hispanic Express, Inc. Supplemental Executive Retirement Plan*

10.3     Hispanic Express, Inc. Executive Deferred Salary and Bonus Plan*

10.4     Employment Agreement dated September 6, 2000 between Hispanic Express,
         Inc.and Gary M. Cypres*

10.5     Contribution Agreement dated September 6, 2000 among Central Financial
         Acceptance Corporation and Hispanic Express, Inc.*

10.6     Operating Agreement dated September 6, 2000 between Hispanic Express,
         Inc. and Banner Central Finance Company*

10.7     Tax Sharing  Agreement dated September 6, 2000 among Central Financial
         Acceptance  Corporation,  Hispanic  Express,  Inc. and Banner Central
         Finance Company*

10.8     [Reserved]

10.9     Service Mark License Agreement dated September 6, 2000 among Banner's
         Central Electric, Inc. and Hispanic Express, Inc.*

10.10    Indemnification Agreement dated September 6, 2000 between Hispanic
         Express, Inc. and certain directors and/or officers*

10.11    Credit  Agreement  dated as of August 11, 2000 among Central  Consumer
         Finance  Company,  the named Lenders and Union Bank of California, N.A.
         as Agent*

10.12    Pledge  Agreement  dated as of August 11, 2000 among Central  Financial
         Acceptance  Corporation and Union Bank of California, N.A. as Agent*

10.13    Guaranty dated as of August 11, 2000 among Central Check Cashing,
         Inc.,  Central Consumer  Company of Nevada,and Union Bank of
         California, N.A. as Agent*

10.14    Security  Agreement dated as of August 11, 2000 among Central Consumer
         Finance Company,  Central Check Cashing,  Inc., Central Consumer
         Company of Nevada and Union Bank of California, N.A. as Agent*

11       Statement of  Computation  of Earnings Per Share (this exhibit is
         omitted  because the  information  is shown in the financial
         statements and the notes thereto)*

21       List of Subsidiaries of Hispanic Express, Inc.*

99       Letter from Registrant to Securities and Exchange Commission Relating
         to Arthur Andersen LLP

(b)      Reports on Form 8-K

         No reports on Form 8-K were filed during the fourth quarter of 2000.

(c)      Exhibits

         Reference is made to the Exhibit Index and exhibits filed as part of
         this report.

(d)      Additional Financial Statements

         Not applicable.

</TABLE>



<PAGE>
                                       37


                                   SIGNATURES




     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized on this 29th day of
March 2002.

                               HISPANIC EXPRESS, INC.



                               By:/s/ Gary M. Cypres

                                  ------------------------------------
                                  Gary M. Cypres
                                  Chairman of the Board, President and
                                  Chief Executive Officer

<TABLE>
<CAPTION>


  Signature                    Title                               Date
  ---------                    -----                               ----
<S>                           <C>                                 <C>

  /s/ Gary M. Cypres           Chairman of the Board of           March 29, 2002
   --------------------------  Directors, President and
                               Chief Executive Officer
  Gary M. Cypres

  /s/ Howard E. Weitzman       Vice President and Chief           March 29, 2002
  --------------------------   Financial Officer
  Howard Weitzman



  /s/ Salvatore J. Caltagirone    Director                        March 29, 2002
  ----------------------------
  Salvatore J. Caltagirone


  /s/ William R. Sweet            Director                        March 29, 2002
  ----------------------------
  William R. Sweet

</TABLE>


<PAGE>
                                       38


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

                                   Description

Exhibit No.
<S>     <C>

3.1      Certificate of Incorporation, as amended*

3.2      Bylaws*

4        Form of specimen common stock certificate*

10.1     Hispanic Express, Inc. 2000 Stock Option Plan*

10.2     Hispanic Express, Inc. Supplemental Executive Retirement Plan*

10.3     Hispanic Express, Inc. Executive Deferred Salary and Bonus Plan*

10.4     Employment Agreement dated September 6, 2000 between Hispanic Express,
         Inc. and Gary M. Cypres*

10.5     Contribution Agreement dated September 6, 2000 among Central Financial
         Acceptance Corporation and Hispanic Express, Inc.*

10.6     Operating Agreement dated September 6, 2000 between Hispanic Express,
         Inc. and Banner Central Finance Company*

10.7     Tax Sharing  Agreement dated September 6, 2000 among Central Financial
         Acceptance  Corporation,  Hispanic  Express,  Inc. and Banner Central
         Finance Company*

10.8     (Reserved)

10.9     Service Mark License Agreement dated September 6, 2000 among Banner's
         Central Electric, Inc. and Hispanic Express, Inc.*

10.10    Indemnification Agreement dated September 6, 2000 between Hispanic
         Express, Inc. and certain directors and/or officers*

10.11    Credit  Agreement  dated as of August 11, 2000 among Central  Consumer
         Finance  Company,  the named Lenders and Union Bank of California, N.A.
         as Agent*

10.12    Pledge  Agreement  dated as of August 11, 2000 among Central  Financial
         Acceptance  Corporation and Union Bank of California, N.A. as Agent*



10.13    Guaranty dated as of August 11, 2000 among Central Check Cashing,
         Inc.,  Central Consumer  Company of Nevada, and Union Bank of
         California, N.A. as Agent*

10.14    Security  Agreement dated as of August 11, 2000 among Central Consumer
         Finance Company,  Central Check Cashing,  Inc., Central Consumer
         Company of Nevada and Union Bank of California, N.A. as Agent*

11       Statement of  Computation  of Earnings Per Share (this exhibit is
         omitted  because the  information  is shown in the financial
         statements and the notes thereto)*

21       List of Subsidiaries of Hispanic Express, Inc.*

99       Letter from Registrant to Securities and Exchange Commission Related to
         Arthur Andersen LLP



(b)      Reports on Form 8-K

(c)      Exhibits

         Reference is made to the Exhibit Index and exhibits filed as part of
         this report.

(d)      Additional Financial Statements

         Not applicable.
</TABLE>

<PAGE>
                                  F-1






                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                           Page
<S>                                                                       <C>

Report of Independent Public Accountants....................................F-2
CONSOLIDATED FINANCIAL STATEMENTS
  Consolidated Balance Sheets...............................................F-3
  Consolidated Statements of Income.........................................F-4
  Consolidated Statements of Stockholders' Equity...........................F-5
  Consolidated Statements of Cash Flows.....................................F-6
  Notes to Consolidated Financial Statements................................F-7

</TABLE>

<PAGE>
                                      F-2




                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Board of Directors and Stockholders of Hispanic Express, Inc.:


We have  audited  the  accompanying  consolidated  balance  sheets  of  Hispanic
Express,  Inc., a Delaware  corporation,  and subsidiaries (the "Company") as of
December 31, 2001 and 2000, and the related  consolidated  statements of income,
stockholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 2001. 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits  provide 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 Hispanic  Express,  Inc. and
subsidiaries  as of  December  31,  2001  and  2000,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting  principles  generally accepted
in the United States.


/s/ ARTHUR ANDERSEN LLP
-----------------------

Los Angeles, California
March 22, 2002


<PAGE>
                                       F-3


                     HISPANIC EXPRESS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>



                                                                December 31,
                                                              -----------------------------
                                                                   2001           2000
                                                               ------------    ------------
<S>                                                            <C>             <C>
ASSETS
Cash                                                           $ 11,521,000    $  4,528,000
Short-term investments                                            9,794,000            --
Restricted cash                                                     230,000            --
Finance receivables, net                                          7,548,000      43,787,000
Prepaid expenses and other current assets                           559,000         950,000
Deferred income taxes                                             1,819,000         946,000
Income taxes receivable                                              33,000       3,903,000
Property and equipment, net                                       5,966,000       7,935,000
Intangible and other assets, net                                  8,183,000      12,489,000
                                                               ------------    ------------
TOTAL ASSETS                                                   $ 45,653,000    $ 74,538,000
                                                               ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable                                                  $       --      $ 23,600,000
Accrued expenses and other current liabilities                    7,002,000       8,844,000
Capital lease obligation                                            228,000            --
Note payable to related party                                          --         1,213,000
Accounts payable to related party                                 1,091,000         241,000
                                                               ------------    ------------
Total liabilities                                                 8,321,000      33,898,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, 10,000,000 shares authorized,
    7,166,000 shares issued                                          72,000          72,000
Additional paid-in capital                                       27,481,000      27,481,000
Retained earnings                                                 9,998,000      13,087,000
                                                               ------------    ------------
                                                                 37,551,000      40,640,000
Less treasury stock, 190,010 shares at cost in 2001                (219,000)           --
                                                               ------------    ------------
Total stockholders' equity                                       37,332,000      40,640,000
                                                               ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 45,653,000    $ 74,538,000
                                                               ============    ============
</TABLE>







The  accompanying  notes are an integral  part of these  consolidated  financial
statements.




<PAGE>                                  F-4



                     HISPANIC EXPRESS, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>




                                                         Years Ended December 31,
                                                     -----------------------------------
                                                     2001           2000            1999
                                                     ----           ----            ----
<S>                                              <C>             <C>             <C>
Revenues
Interest income
  Small loan portfolio                           $  5,924,000    $ 11,867,000    $ 13,584,000
  Travel finance portfolio                            916,000       1,161,000       1,163,000
                                                 ------------    ------------    ------------
Total interest income                               6,840,000      13,028,000      14,747,000
Travel services, net                               12,475,000      14,872,000      14,270,000
Other income                                        5,674,000       9,759,000      10,885,000
                                                 ------------    ------------    ------------
Total revenues                                     24,989,000      37,659,000      39,902,000
                                                 ------------    ------------    ------------

Costs and Expenses
Operating expenses                                 17,304,000      28,857,000      24,215,000
Provision for credit losses                         5,938,000       9,406,000       6,531,000
Impairment of goodwill and other assets             4,351,000            --              --
Interest expense, net                                 419,000       2,930,000       3,202,000
Depreciation and amortization                       1,583,000       1,826,000       1,556,000
                                                 ------------    ------------    ------------
Total costs and expenses                           29,595,000      43,019,000      35,504,000
                                                 ------------    ------------    ------------
Income (loss) from operations                      (4,606,000)     (5,360,000)      4,398,000
Gain on sale of property                              179,000            --              --
                                                 ------------    ------------    ------------
Income (loss) before provision(benefit) for
  income  taxes                                    (4,427,000)     (5,360,000)      4,398,000
Provision (benefit) for income taxes               (1,338,000)     (1,938,000)      1,759,000
                                                 ------------    ------------    ------------
Net income (loss)                                $ (3,089,000)   $ (3,422,000)   $  2,639,000
                                                 ============    ============    ============

Per Share Data:
Net loss per common share
    Basic
    Diluted                                      $      (0.44)
Shares used in calculating net loss per          $      (0.44)
    common share:
    Basic                                           7,091,000
    Diluted                                         7,091,000

Pro Forma Per Share Data (Unaudited):
Pro forma net loss per common share:
    Basic                                                         $      (0.48)
    Diluted                                                       $      (0.48)
Pro forma shares used in calculating pro forma
    net loss per common shares:
    Basic                                                            7,166,000
    Diluted                                                          7,166,000

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


<PAGE>
                                       F-5




                     HISPANIC EXPRESS, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                   Common Stock
                              ---------------------     Paid-in       Retained
                               Shares        Amount     Capital       Earnings
                              ---------      ------    ---------     ----------
<S>                          <C>            <C>       <C>           <C>
Balance, December 31, 1998         --       $  --     $31,183,000   $13,870,000
Capital distribution to
  related party                                        (8,143,000)
Retirement of treasury shares
  of predecessor company                                 (706,000)
Net income                                                            2,639,000
                              ---------      ------    ----------    ----------
Balance, December 31, 1999         --          --      22,334,000    16,509,000
Pro forma issuance of common
  stock                       7,166,000      72,000       (72,000)
Capital contribution from
  related party                                         5,266,000
Retirement of treasury shares
  of predecessor company                                  (47,000)
Net loss                                                             (3,422,000)
                              ---------      ------    ----------    ----------
Balance, December 31, 2000    7,166,000      72,000    27,481,000    13,087,000
Purchase of treasury shares
Net loss                                                             (3,089,000)
                              ---------      ------    ----------    ----------
Balance, December 31, 2001    7,166,000     $72,000   $27,481,000   $ 9,998,000
                              =========      ======    ==========    ==========

</TABLE>

<TABLE>
<CAPTION>
                                 Treasury Stock
                              ---------------------
                               Shares       Amount       Total
                              --------     --------    ---------
<S>                           <C>         <C>        <C>
Balance, December 31, 1998        --      $    --     $45,053,000
Capital distribution to
  related party                                        (8,143,000)
Retirement of treasury shares
  of predecessor company                                 (706,000)
Net income                                              2,639,000
                              --------     --------    ----------
Balance, December 31, 1999        --           --      38,843,000
Pro forma issuance of common
  stock                                                      --
Capital contribution from
  related party                                         5,266,000
Retirement of treasury shares
  of predecessor company                                  (47,000)
Net loss                                               (3,422,000)
                              --------     --------    ----------
Balance, December 31, 2000        --           --      40,640,000
Purchase of treasury shares    190,010     (219,000)     (219,000)
Net loss                                               (3,089,000)
                              --------     --------    ----------
Balance, December 31, 2001     190,010    $(219,000)  $37,332,000
                              ========    =========    ==========

</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
<PAGE>
                                       F-6


                     HISPANIC EXPRESS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>



                                                                  Years ended December 31,
                                                      ---------------------------------------------
                                                           2001            2000            1999

                                                       ------------      ------------    ------------

<S>                                                      <C>           <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                      $ (3,089,000)   $ (3,422,000)   $  2,639,000
Adjustments to reconcile net income (loss) to net
  cash provided by operating activities:
  Depreciation and amortization                           1,583,000       1,826,000       1,556,000
  Gain on sale of property                                 (179,000)           --              --
  Loss on disposal of fixed assets                             --         1,725,000            --
  Impairment of goodwill and other assets                 4,351,000
  Provision for credit losses                             5,938,000       9,406,000       6,531,000
  Deferred income taxes                                    (873,000)        555,000         382,000
  Changes in assets and liabilities:
     Prepaid expenses and other assets                      391,000      (2,305,000)        617,000
     Income tax receivable                                3,870,000            --              --
     Restricted cash                                       (230,000)           --         1,195,000
     Note receivable from affiliate                            --         2,344,000       1,588,000
     Other assets                                             6,000        (690,000)           --
     Accrued expenses and other current liabilities      (1,842,000)      1,175,000         942,000
     Accounts payable to related party                      850,000            --              --
                                                       ------------    ------------    ------------
Net cash provided by operating activities                10,776,000      10,614,000      15,450,000
                                                       ------------    ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Installment contracts and other contract receivables
 (originated & acquired) collected, net of
  recoveries                                             30,301,000       2,091,000        (878,000)
Increase in short-term investments                       (9,794,000)           --              --
Proceeds from sale of property                              892,000            --              --
Capital expenditures                                        (69,000)     (2,204,000)     (2,920,000)
Purchase of leasehold interests and other                      --              --        (5,442,000)
                                                       ------------    ------------    ------------
Net cash provided by (used in) investing activities      21,330,000        (113,000)     (9,240,000)
                                                       ------------    ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable                               (23,600,000)    (16,400,000)           --
Repayment of note payable to related party               (1,213,000)           --              --
Repayment of capital lease obligation                       (81,000)           --              --
Capital contribution from (distribution to) related
  party                                                        --         5,266,000      (8,143,000)
Retirement of treasury shares of predecessor company           --           (47,000)       (706,000)
Purchase of treasury stock                                 (219,000)           --              --
                                                       ------------    ------------    ------------
Net cash used in financing activities                   (25,113,000)    (11,181,000)     (8,849,000)
                                                       ------------    ------------    ------------
NET INCREASE (DECREASE) IN CASH                           6,993,000        (680,000)     (2,639,000)
CASH, BEGINNING OF PERIOD                                 4,528,000       5,208,000       7,847,000
                                                       ------------    ------------    ------------
CASH, END OF PERIOD                                    $ 11,521,000    $  4,528,000    $  5,208,000
                                                       ============    ============    ============
CASH PAID DURING THE YEAR FOR:
  INTEREST                                             $    559,000    $  3,132,000    $  3,362,000
  INCOME TAXES                                         $     20,000    $      5,000    $  2,301,000

</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

<PAGE>
                                      F-7

                     HISPANIC EXPRESS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.          Basis of Presentation and Nature of Operations

     Basis of Presentation - Hispanic Express,  Inc.  ("Hispanic Express" or the
"Company")  was formed in  September  2000.  On  September  6, 2000 the Board of
Directors of Central  Financial  Acceptance  Corporation  ("Central  Financial")
approved a Plan of  Complete  Dissolution,  Liquidation  and  Distribution  (the
"Plan") under which Central Financial's  subsidiaries have been reorganized into
two public  companies,  Hispanic  Express  and Banner  Central  Finance  Company
("Banner  Central  Finance").  On  September  29,  2000,  the  majority  of  the
stockholders  of Central  Financial  voted to approve the Plan.  On February 28,
2001, the Plan was completed and Central  Financial was dissolved and liquidated
and Central Financial  distributed to Central  Financial's  stockholders 100% of
the  outstanding  Common Stock of Hispanic  Express and Banner Central  Finance.
Pursuant to the Plan,  Central  Financial  contributed  to Hispanic  Express its
investment in subsidiaries,  which are engaged in the small loan, travel finance
and travel services  businesses,  and contributed to Banner Central Finance, its
businesses  engaged  in selling  and  financing  of  automobile  insurance,  its
consumer products receivable portfolio and its mortgage business.

     In  addition,  pursuant to the Plan,  Hispanic  Express and Banner  Central
Finance  entered  into  certain  agreements  for the purpose of  defining  their
ongoing   relationship  (See  Note  9).  The  agreements  entered  into  contain
provisions  for the  allocation  of certain  costs and  expenses.  Management of
Hispanic Express believes that such agreements provide for reasonable allocation
of costs and expenses between the parties.

     The formation of Hispanic  Express was accounted for at historical cost, in
a manner  similar  to a  pooling  of  interest.  The  accompanying  consolidated
financial statements reflect the combined operations of Hispanic Express and its
subsidiaries,  as if they had been  consolidated at the beginning of the periods
presented.  Hispanic  Express has been  allocated  $23,600,000  of notes payable
outstanding  for the year ended December 31, 2000, and  $40,000,000 for the year
ended December 31, 1999. (See Note 7).

     Nature of  Operations - The Company (i) provides  unsecured  small loans to
its customers;  (ii) provides  travel  services;  (iii)  originates and services
consumer  finance  receivables  generated  by the  Company's  customers  for the
purchase of travel services sold by the Company; (iv) provides check cashing and
money transfer  services;  and, (v) provides  insurance  products.  In September
2001, the Company  temporarily  suspended  making  unsecured  small loans and in
January 2002, the Company temporarily suspended the financing of travel tickets.
The Company will evaluate to reactivate these business activities in the Fall of
2002. The majority of the Company's  business is focused in Southern  California
and the Company  experiences  the highest demand for its financial  products and
services  between October and December and the second and fourth quarter for its
travel services.


<PAGE>                               F-8

                     HISPANIC EXPRESS, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


2.          Summary of Significant Accounting Principles

     Principles  of  Consolidation  - The  accompanying  consolidated  financial
statements  include  the  accounts  of  Hispanic  Express  and its wholly  owned
subsidiaries.  All significant  intercompany balances and transactions have been
eliminated in consolidation.

     Finance  Receivables - Finance  receivables  include receivables that arise
from unsecured,  small loans, (referred to herein as the "Small Loan Portfolio")
and installment contracts that are originated when customers buy travel tickets,
(referred to herein as the "Travel Finance Portfolio").  Administrative fees are
charged on certain  small loan  contracts.  The annual  percentage  rate  varies
depending on the length of the contract and the amount of  administrative  fees.
The Small Loan  Portfolio  is  comprised  of  closed-end  loans that provide for
scheduled  monthly payments  generally not to exceed 12 months and revolver type
loans (referred to herein as "Efectiva")  that require minimum monthly  payments
equal  to 5% of  the  outstanding  balance.  The  Travel  Finance  Portfolio  is
comprised of loans that provide for scheduled monthly payments  generally not to
exceed 12 months.

     The  allowance  for credit  losses is provided  for loans based on previous
experience or when events giving rise to the credit losses are estimated to have
occurred. The Company's portfolios are comprised of smaller-balance, homogeneous
loans that are evaluated  collectively to determine an appropriate allowance for
credit  losses.  The  allowance  for  credit  losses  is  maintained  at a level
considered  adequate by  management  to cover  inherent  losses in the  existing
portfolios.  Collection of past due accounts is pursued by the Company, and when
the  characteristics  of an  individual  account  indicates  that  collection is
unlikely,  the account is charged off and turned  over to a  collection  agency.
Accounts  are  generally  charged  off when they are 150 days  past due.  In the
fourth quarter of 2000, the Company's loan business was negatively impacted by a
bus strike in the Los Angeles area which lasted  approximately five weeks and by
deteriorating  economic  conditions,  which continued in 2001. As a result,  the
Company's  delinquencies  increased in the fourth quarter of 2000 and throughout
2001 and, in response,  the Company  tightened its credit  guidelines and in the
fourth quarter 2000  implemented a program to reduce  customer credit limits and
continued this policy into 2001.

     Allowance  for credit  losses is increased by charges to the  provision for
credit  losses and decreased by  charge-offs,  net of  recoveries.  Management's
periodic  evaluation  of the adequacy of the allowance is based on the Company's
past loan loss experience,  known and inherent risks in the portfolios,  adverse
situations that may affect the borrower's  ability to repay and current economic
conditions.  The Company's customers are typically between the ages of 21 and 45
and earn less than  $25,000  per year,  have  little or no savings  and  limited
short-term employment histories.  In addition, the Company's customers typically
have no prior credit  histories and are unable to secure credit from traditional
lending  sources.  The  Company  makes its  credit  decisions  primarily  on its
assessment of a customer's  ability to repay the obligation.  In making a credit
decision,  in addition  to the size of the  obligation,  the  Company  generally
considers a customer's income level, type and length of employment, stability of
residence,  personal  references and prior credit history with the Company. As a
result,  the Company is more susceptible to the risk that its customers will not
satisfy their repayment  obligations than are less specialized  consumer lending
companies or consumer  finance  companies that have more stringent  underwriting
<PAGE>
                                       F-9



criteria.  Because the Company relies on the  creditworthiness  of its customers
for  repayment and does not rely on  collateral  securing the debt,  the Company
experiences actual rates of losses higher than lenders who have collateral which
they can repossess in the event of a borrower's default.

     Recoveries on  charge-offs  are  recognized as an addition to the allowance
for credit  losses on the cash basis of  accounting  at the time the  payment is
received.  Recoveries  for the years  ended  December  31,  2001,  2000 and 1999
amounted to $1,573,000, $480,000, and $497,000, respectively.

     Deferred  insurance  revenue arises from the deferral of the recognition of
revenue from certain credit insurance  contracts.  Insurance  premium revenue is
recognized  over  the  life  of  the  related   contract  using  a  method  that
approximates the effective interest method.

     Property  and  Equipment  - Property  and  equipment  are  carried at cost.
Long-lived  property is reviewed for  impairment  whenever  events or changes in
circumstances  indicate  that the  carrying  amount  of such an asset may not be
recoverable  in  accordance  with  Statement of Financial  Accounting  Standards
(SFAS)  No.121,  "Accounting  for the  Impairment of Long Lived Assets." If the
carrying  amount of the asset  exceeds the  estimated  undiscounted  future cash
flows to be  generated  by the asset,  an  impairment  loss would be recorded to
reduce the asset's carrying value to its estimated fair value.

     Depreciation   and   amortization   are   computed   primarily   using  the
straight-line method over the estimated lives of the assets, as follows:
<TABLE>
<CAPTION>

         <S>                                                      <C>

         Furniture, equipment and software.........................5 to 10 years

         Leasehold improvements....................................Life of lease

         Building and improvements.................................7 to 39 years

</TABLE>

     Intangible  and  Other  Assets  Intangible  - and  other  assets  primarily
consists of goodwill  which arose in connection  with the Company's  purchase of
leasehold  interests used for travel  services and deferred line of credit costs
related  to the  Company's  Line of  Credit  (See  Note  7).  Goodwill  is being
amortized  using the  straight-line  method over 30 years.  The deferred line of
credit costs was being amortized over the 3-year life of the Line of Credit. The
recoverability  of goodwill is analyzed  annually based on  undiscounted  future
cash flows. If the carrying value of the intangible  asset exceeds the estimated
undiscounted  future cash flows,  an impairment loss would be recorded to reduce
the asset's carrying value to its estimated fair value.

     For the year ended  December 31, 2001,  the Company  recorded an impairment
loss of  $4,351,000.  The charge was  comprised  of (a)  impairment  loss on the
write-off of goodwill of  $3,263,000;  (b) the  write-off of computer  software,
equipment and fixtures of $859,000; and, (c) the write-off of deferred loan fees
of $229,000.

<PAGE>
                                       F-10


     Income  Recognition - Interest income on closed-end loans in the Small Loan
Portfolio and the Travel  Finance  Portfolio is deferred upon  origination  of a
loan (recorded as an off-set to finance receivables - See Note 4) and recognized
over the lives of the contracts  using a method that  approximates  the interest
method.  Administrative fees are deferred and recognized over the estimated life
of the Small  Loan  Portfolio  using a method  that  approximates  the  interest
method.  Membership  fees arising from the Efectiva  revolver loans are deferred
and  recognized  using  the  straight-line   method.   Administrative  fees  and
membership fees are included in other income in the  consolidated  statements of
income.  Premiums and  commissions  for credit life  insurance  are deferred and
recognized as revenue using the interest  method.  Premiums and  commissions for
credit  accident  and  health  insurance  are  recognized  over the terms of the
contracts  and are included in other income in the  consolidated  statements  of
income.

Other income consists of:
<TABLE>
<CAPTION>

                                              Years Ended December 31,
                                        ---------------------------------------
                                          2001          2000           1999
                                        -----------   -----------  ------------

<S>                                     <C>            <C>           <C>
Late charges                            $ 1,591,000    $2,168,000    $ 2,142,000
Membership and administrative fees        1,956,000     3,437,000      3,870,000
Insurance products and other              2,127,000     4,154,000      4,873,000
                                        -----------    ----------    -----------
                                        $ 5,674,000    $9,759,000    $10,885,000
                                        ===========    ==========    ===========
</TABLE>

     Travel Services - Revenues and commissions  from the sale of travel tickets
and  services  are  recognized  when  earned,  which is at the  time the  travel
reservation  is ticketed.  Such  revenues  are reported net of an allowance  for
cancellations  and  refunds.  Generally,  ticket  sales  are  nonrefundable  and
cancellations  and  refunds  are not  significant.  Volume  bonus  and  override
commissions  are recognized at the end of each monthly or quarterly  measurement
period     once     the     specified      target     has     been     achieved.

     Insurance  Liabilities  -- The  liability  for losses  and  loss-adjustment
expenses,  included in accrued expenses and other current liabilities,  is based
on an amount  determined  from loss reports and individual  cases and an amount,
based on past experience, for losses incurred but not reported. Such liabilities
are  based on  estimates  and,  while  management  believes  that the  amount is
adequate,  the ultimate  liability  may be in excess of or less than the amounts
provided.  The  methods  for making  such  estimates  and for  establishing  the
resulting liability are continually reviewed,  and any adjustments are reflected
in earnings in the current period.

     Income Taxes - The Company,  Central  Financial and Banner Central  Finance
have entered a Tax Sharing  Agreement (See Note 9). The Company follows SFAS No.
109,  "Accounting  for Income  Taxes."  Under SFAS No.  109,  income tax expense
includes  income  taxes  payable for the current year and the change in deferred
income tax assets and liabilities for the future tax consequences of events that
have been  recognized  in the  Company's  consolidated  financial  statements or
income tax returns.  A valuation  allowance is recognized to reduce the carrying
value of the deferred tax assets if it is more likely than not that, some or all
of the  deferred  tax assets will not be  realized.  At December  31,  2001,  in
management's opinion, the deferred tax asset is realizable.


<PAGE>
                                       F-11


     Advertising - The Company advertises  primarily on Hispanic  television and
radio,  and  through  newspapers  and direct  mail.  All  advertising  costs are
expensed as incurred. Advertising expense for the years ended December 31, 2001,
2000 and 1999 were $771,000, $1,613,000, and $1,571,000, respectively.

     Concentration  of Credit Risk - The Company  places its temporary  cash and
cash investments with high quality financial  institutions.  Management monitors
the financial  creditworthiness of these financial institutions.  As of December
31, 2001,  such  investments  of $10,193,000  were in excess of insured  limits.
Short-term  investments  are comprised of investments  in high grade  commercial
paper with a maturity of less than 30 days.  The  Company's  small loan business
activity  is with  low-income  customers  located  primarily  in the greater Los
Angeles area. A significant portion of the Company's customers' ability to repay
their loans is dependent upon general  economic  factors within the geographical
area in which the Company  operates.  The  Company's  loans are  unsecured  and,
thereby,  the  Company's  ability  to be repaid is  totally  dependent  upon the
general financial strength of the Company's borrowers.  To mitigate a portion of
this  risk,  the  Company  generally  limits  the  amount  of a loan to a single
customer to an amount not to exceed $1,500.

     Fair Value of Financial  Instruments - The carrying  value of the Company's
finance receivables approximates their fair value due to their short term nature
and generally stable rates of interest  currently being charged in comparison to
the  rates  reflected  in the  existing  portfolios.  The  Company's  management
believes that the fair value of the Company's financial instruments approximates
their carrying values as of December 31, 2001 and 2000.

     Use of Estimates - The  preparation  of financial  statements in conformity
with  accounting  principles  generally  accepted in the United States  requires
management to make estimates and  assumptions.  Such  estimates and  assumptions
affect the reported  amounts of assets and  liabilities  and the  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.

     Reclassifications - Certain  reclassifications have been made to prior year
financial statements to conform to the current year presentation.

     New  Accounting  Pronouncements  - In July 2001,  the Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 141,
Business   Combinations  (SFAS  141),  and  Statement  of  Financial  Accounting
Standards No. 142,  Goodwill and Other  Intangible  Assets (SFAS 142). They also
issued  Statement of Financial  Accounting  Standards  No. 143,  Accounting  for
Obligations  Associated with the Retirement of Long-Lived Assets (SFAS 143), and
Statement  of  Financial  Accounting  Standards  No.  144,  Accounting  for  the
Impairment  or Disposal of  Long-Lived  Assets (SFAS 144), in August and October
2001, respectively.

     SFAS 141 requires all business  combinations  initiated after June 30, 2001
be accounted for under the purchase method.  SFAS 141 supersedes APB Opinion No.
16, Business  Combinations,  and Statement of Financial Accounting Standards No.
38, Accounting for Preacquisition Contingencies of Purchased Enterprises, and is
effective for all business combinations initiated after June 30, 2001.
<PAGE>
                                       F-12


     SFAS 142  addresses  the  financial  accounting  and reporting for acquired
goodwill  and other  intangible  assets.  Under the new  rules,  a company is no
longer required to amortize goodwill and other intangible assets with indefinite
lives,  but  will be  subject  to  periodic  testing  for  impairment.  SFAS 142
supersedes APB Opinion No. 17, Intangible Assets. Effective January 1, 2002, the
Company  will adopt  SFAS 142.  Adoption  of SFAS 142 will  result in a goodwill
impairment  charge of  approximately  $8  million  to  write-off  the  remaining
goodwill on the Company's financial statements, because of a decline in the fair
value of the Company's travel business.

     SFAS  143  establishes   accounting   standards  for  the  recognition  and
measurement  of  an  asset  retirement   obligation  and  its  associated  asset
retirement  cost. It also  provides  accounting  guidance for legal  obligations
associated  with the  retirement  of  tangible  long-lived  assets.  SFAS 143 is
effective in fiscal years  beginning  after June 15, 2002,  with early  adoption
permitted.  The Company  expects that the provisions of SFAS 143 will not have a
material impact on its consolidated results of operations and financial position
upon adoption. The Company plans to adopt SFAS 143 effective January 1, 2003.

     SFAS 144  establishes  a single  accounting  model  for the  impairment  or
disposal of  long-lived  assets,  including  discontinued  operations.  SFAS 144
superseded  Statement of Financial  Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of
(SFAS 121),  and APB  Opinion No. 30,  Reporting  the  Results of  Operations  -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently  Occurring Events and  Transactions.  The provisions of
SFAS 144 are effective in fiscal years  beginning  after December 15, 2001, with
early adoption permitted,  and in general are to be applied  prospectively.  The
Company  plans to adopt SFAS 144  effective  January 1, 2002 and does not expect
that the adoption  will have a material  impact on its  consolidated  results of
operations and financial position.


3.       Purchase of Leasehold Interests

     During 1999, the Company  expanded its travel business through the purchase
and assumption of 38 leases in retail  locations  located  primarily in Southern
and Central  California and Dallas/Ft.  Worth,  Texas that were operating travel
stores.   The  aggregate   purchase  price  for  the  leasehold   interests  was
approximately  $5.0 million and has been accounted for under the purchase method
of accounting, and the results of these new travel offices have been included in
operations since the date the Company assumed the leases.



<PAGE>
                                       F-13




4.       Finance Receivables

                  Finance receivables consist of:

                                                          December 31,
                                                  -----------------------------
                                                      2001             2000
                                                  -----------      ------------
<TABLE>
<CAPTION>

<S>                                                 <C>              <C>
Gross finance receivables:

Small loan portfolio                                $ 8,121,000      $42,633,000
Travel finance portfolio                              1,714,000        4,348,000
                                                    -----------      -----------
                                                      9,835,000       46,981,000
                                                    -----------      -----------
Less:
Allowance for credit losses                           2,243,000        1,613,000
Deferred administrative, Efectiva
  membership and transaction fees and
  insurance revenues                                     44,000        1,581,000
                                                    -----------      -----------
Finance receivables, net                            $ 7,548,000      $43,787,000
                                                    ===========      ===========

</TABLE>


     Customers are required to make monthly payments on the Company's receivable
contracts. The aggregate gross balance of accounts with payments 31 days or more
past due are:

<TABLE>
<CAPTION>
                                                          December 31,
                                                  ------------------------------
                                                     2001                2000
                                                     ----                ----

 <S>         <C>                                       <C>               <C>
Small loan portfolio:

   Past due 31 days plus                              $687,000          $824,000
                                                      ========          ========

Travel finance portfolio:
   Past due 31 days plus                              $ 44,000          $ 35,000
                                                      ========          ========
</TABLE>




                  The allowance for credit losses includes the following:
<TABLE>
<CAPTION>

                                        Years Ended December 31,
                                 ---------------------------------------------
                                        2001           2000           1999

                                    ----------   ------------     ------------
<S>                                <C>             <C>             <C>
Allowance for credit losses,
  beginning of the year            $  1,613,000    $  2,981,000    $  3,059,000
Provision for credit losses           5,938,000       9,406,000       6,531,000
Charge-offs, net of recoveries       (5,308,000)    (10,774,000)     (6,609,000)
                                   ------------    ------------    ------------
Allowance for credit losses,
  end of year                      $  2,243,000    $  1,613,000    $  2,981,000
                                   ============    ============    ============
</TABLE>

<PAGE>
                                       F-14


5. Property and Equipment

                  Property and equipment, net consists of:

<TABLE>
<CAPTION>
                                                           December 31,
                                                  ------------------------------
                                                      2001              2000
                                                   ----------       ------------

<S>                                                  <C>              <C>
Land                                                 $1,568,000       $1,936,000
Building and improvements                             3,768,000        4,125,000
Furniture, equipment and software                     1,572,000        3,726,000
Equipment under capital lease                           309,000             --
                                                     ----------       ----------
                                                      7,217,000        9,787,000
Less: accumulated depreciation                        1,251,000        1,852,000
                                                     ----------       ----------
                                                     $5,966,000       $7,935,000
                                                     ==========       ==========
</TABLE>



6.          Intangible and Other Assets

                  Intangible and other assets, net consists of:

<TABLE>
<CAPTION>
                                                         December 31,
                                                 -------------------------------

                                                      2001               2000
                                                    -----------      -----------


<S>                                                 <C>              <C>
Goodwill                                            $ 9,446,000      $13,533,000
Deferred loan costs on line of credit                      --            564,000
Non-compete agreements                                  408,000          408,000
Other                                                     3,000            3,000
                                                    -----------      -----------
                                                      9,857,000       14,508,000
Less: accumulated amortization                        1,674,000        2,019,000
                                                    -----------      -----------
                                                    $ 8,183,000      $12,489,000
                                                    ===========      ===========

</TABLE>


7.       Notes Payable

     Central  Financial  entered into a credit  agreement with several banks and
Wells  Fargo  Bank  National  Association,  as Agent (the  "Wells  Fargo Line of
Credit"),  on June  13,  1997  that  provided  for the  issuance  of notes up to
$100,000,000  subject to an allowable  borrowing  base.  The Wells Fargo Line of
Credit was repaid on August 11,  2000.  Notes  payable  allocated to the Company
were $40,000,000 at December 31, 1999. (See Note 1)

     On August 11, 2000, Central Consumer Finance Company ("Central  Consumer"),
a wholly owned  subsidiary  of the Company  entered into a new credit  agreement
with several  banks and Union Bank of  California,  N. A. as Agent  ("Union Bank
Line of Credit") that provided for the issuance of notes up to  $35,000,000,  as
amended subsequent to year-end. Borrowings under the facility bore interest at a
weighted  average rate of 7.8% in 2001 and 9.1% in 2000.  The Union Bank Line of
Credit was  repaid on April 23,  2001,  and the  Company  terminated  the credit
facility on September  7, 2001.  The Company  wrote-off  the balance of deferred
loan cost of $229,000 with the termination.
<PAGE>
                                       F-15


     The Company  entered  into a capital  lease in the amount of  $309,000  for
computer  equipment.  The capital lease  requires  payments of $10,000 per month
until maturity in February  2004.  The present value of future  payments at 5.6%
was $228,000 at December 31, 2001.


     8. Income Taxes

     The Company,  Central  Financial and Banner Central  Finance have entered a
Tax Sharing  Agreement  (See Note 9). The income tax  provisions as presented in
the accompanying consolidated financial statements are based upon the amount the
Company  would  have paid as if it filed  separate  income tax  returns  for the
periods presented.



     The provision (benefit) for income taxes consists of the following:


<TABLE>
<CAPTION>

                                             Years Ended December 31,
                                      ------------------------------------------

                                           2001           2000           1999
                                       -----------   ------------    -----------
<S>                                    <C>            <C>            <C>
Current:
 Federal                               $  (465,000)   $(2,493,000)   $ 1,114,000
 State                                        --             --          263,000
                                       -----------    -----------    -----------
                                          (465,000)    (2,493,000)     1,377,000
 Deferred:
 Federal                                  (664,000)       472,000        294,000
 State                                    (209,000)        83,000         88,000
                                       -----------    -----------    -----------
                                          (873,000)       555,000        382,000
                                       -----------    -----------    -----------
Provision (benefit) for income taxes   $(1,338,000)   $(1,938,000)   $ 1,759,000
                                       ===========    ===========    ===========
</TABLE>


     A  reconciliation  of the  provision  (benefit)  for  income  taxes  to the
statutory rate is as follows:

<TABLE>
<CAPTION>

                                                    Years Ended December 31,
                                                 ----------------------------
                                                   2001      2000       1999
                                                 ------     ------     ------


<S>                                                <C>       <C>        <C>
Federal income taxes at statutory rate             (35.0%)   (35.0%)    35.0%
State franchise taxes, net of federal benefit       (4.2%)    (1.7%)     4.5%
Amortization of goodwill                             0.3%      0.3%      0.3%
Impairment of goodwill                               8.5%       --        --
Other                                                0.2%      0.2%      0.2%
                                                   ------    ------     -----
                                                   (30.2%)   (36.2%)    40.0%
                                                   ======    ======     =====
</TABLE>



<PAGE>
                                       F-16


     The tax effects of temporary differences giving rise to the deferred income
tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                        December 31,
                                                    ---------------------------
                                                      2001              2000
                                                   -----------      -----------
<S>                                                 <C>             <C>
Deferred tax assets:
   Allowance for credit losses                      $   961,000     $   691,000
   Accrued liabilities                                  976,000         719,000
   Deferred revenues                                     57,000         764,000
   Federal net operating loss carryforward               85,000            --
   State net operating loss carryforward                413,000         343,000
   Other                                                162,000         182,000
                                                    -----------     -----------
       Total deferred tax assets                      2,654,000       2,699,000
                                                    -----------     -----------

Deferred tax liabilities:
   Fixed assets                                        (467,000)       (621,000)
   Intangible assets                                    (63,000)       (907,000)
   State taxes                                         (255,000)       (175,000)
   Other                                                (50,000)        (50,000)
                                                    -----------     -----------
       Total deferred tax liabilities                  (835,000)     (1,753,000)
                                                    -----------     -----------
Net deferred tax asset                              $ 1,819,000     $   946,000
                                                    ===========     ===========
</TABLE>


     At  December  31,  2001,   federal  net  operating  loss  carryforwards  of
approximately  $250,000 are available to offset future  federal  taxable  income
until  December  31,  2021,  the  Company  also has  state  net  operating  loss
carryforwards  of  approximately  $4,670,000  available  to offset  future state
taxable income until December 31, 2010.

9.          Related Party Transactions

     In connection with its formation, the Company, Central Financial and Banner
Central  Finance  entered  into certain  agreements;  including,  the  Operating
Agreement   and  the  Tax  Sharing   Agreement,   for  defining   their  ongoing
relationships.

     The Operating Agreement  provides,  among other things, that the Company is
obligated to provide to Banner Central  Finance,  and Banner Central  Finance is
obligated to utilize,  certain  services,  including  receivable  servicing  and
collection and payment processing,  accounting,  management  information systems
and employee benefits.  The Operating Agreement also provides for the Company to
guarantee  up to  $4,000,000  of bank or  similar  financing  of Banner  Central
Finance,  pursuant to certain conditions. If such services involve an allocation
of expenses,  such allocation shall be made on a reasonable basis. To the extent
that such  services  directly  relate to the  finance  portion  of the  consumer
products business contributed by Central Financial to Banner Central Finance, or
to the extent that other costs are  incurred by the Company or its  subsidiaries
that  directly  relate to Banner  Central  Finance,  Banner  Central  Finance is
obligated to pay the Company and its  subsidiaries  the actual cost of providing
such services or incurring such costs. The Operating  Agreement  continues until
terminated by either the Company or Banner Central Finance upon one year's prior
written  notice.  Termination  may be made on a  service-by-service  basis or in
total.  Such allocated  expenses to Banner Central Finance  totaled  $2,050,000,
$3,150,000 and $4,373,000 for the years ended December 31, 2001,  2000 and 1999,
respectively.

<PAGE>
                                      F-17


     The Company, Central Financial and Banner Central Finance have entered into
a Tax Sharing Agreement which provides,  among other things,  for the payment of
federal,  state and other income tax  remittances  or refunds for periods during
which the Company was included in the same consolidated group for federal income
tax  purposes;  the  allocation  of  responsibility  for the  filing of such tax
returns  and  various  related  matters.  For  periods in which the  Company was
included in Central  Financial's  consolidated  federal income tax returns,  the
Company  will be  required  to pay its  allocable  portion  of the  consolidated
federal,  state  and  other  income  tax  liabilities  of the  group and will be
entitled to receive  refunds  determined  as if the  Company had filed  separate
income tax returns. With respect to Central Financial's liability for payment of
taxes for all  periods  during  which the  Company  was so  included  in Central
Financial's  consolidated federal income tax returns, the Company will indemnify
Central Financial for all federal, state and other income tax liabilities of the
Company for such periods.  The date of the  consummation of the Plan will be the
last day on which  the  Company  will be  required  to be  included  in  Central
Financial's consolidated federal income tax returns.

     In connection with the adoption of the Plan, the Company entered into a new
lease with BCE Properties II, Inc., a subsidiary of Banner Central Finance,  for
its executive and  administrative  offices.  The new lease is for a period of 15
years with annual  rent of  $300,000  per year  subject to CPI  increases.  Rent
expense  paid  related  to the lease was  $300,000  in 2001.  Additionally,  the
Company entered into a 15-year  agreement to lease  approximately  30,000 square
feet of retail space to Banner's Central Electric,  Inc., an affiliated company,
with annual rent of $200,000 per year subject to CPI increases.  On February 28,
2001, the lease was assumed by Banner Central  Finance in connection  with their
purchase  of the net assets of the retail  store.  Rent  income  related to this
lease was $200,000 in 2001.

     For the twelve months ended  December 31, 1999,  the Company made a capital
distribution  to its parent company of  $8,143,000.  For the year ended December
31, 2000, the Company received capital  contributions from its parent company of
$5,266,000,  which was used  primarily to repay notes  payable.  At December 31,
2001,  the Company had accounts  payable in the amount of  $1,091,000  to Banner
Central Finance, which was paid off in January 2002.


     At December  31,  2000,  the Company had a note  payable to Banner  Central
Finance in the amount of $1,213,000,  which bears interest at 7.5% per annum and
was paid on September 30, 2001.


10.         Stock Option Plan

     On February 28, 2001, in connection  with the Plan, the Company adopted the
2000 Stock Option Plan (the "2000 Plan"). Subject to the terms of the 2000 Plan,
a total of 1,100,000  shares of  authorized  Common Stock have been reserved for
issuance  pursuant  to  terms  and  conditions  as  determined  by the  Board of
Directors.  During the duration of the 2000 Plan, no  individual  may be granted
options of more than 550,000 shares.  All options  previously granted by Central

<PAGE>
                                       F-18


Finance under its Stock Option Plan were terminated and certain  optionees under
such Stock Option Plan were granted  options to purchase  shares of common stock
of Hispanic  Express  under the 2000 Plan.  At  December  31,  2001,  options to
purchase  797,000 shares at a value of $1.53 of Common Stock of Hispanic Express
have been granted to eligible  participants under the 2000 Plan. On February 28,
2001,  executive  officers and employees  receiving  options were vested in such
options  in an  amount  that  they  would  have been  vested  under the  Central
Financial Stock Option Plan at the time of consummation of the Plan,  except for
those  officers  and  employees  which had been with  Central  Financial  or its
predecessor  for a period  in  excess of five  years,  were 60%  vested in total
options granted to them. All other options vest over a period of five years from
the issue date and expire ten years  after the issue date.  Options  exercisable
were 403,600 at December 31, 2001.  There were 107,000 shares  forfeited  during
2001. At December 31, 2001,  303,000 shares of Common Stock remain available for
future grants of options under the 2000 Plan. The options are subject to certain
vesting  and  cancellation  provisions,  and may not be granted at less than the
market value of the Company's Common Stock on the date of grant of the option.

     None of the  options  granted  have been  included  in the  computation  of
diluted  earnings per share reflected in the  Consolidated  Statements of Income
since it was  anti-dilutive.  Upon  issuance of the  options in future  periods,
earnings per share may be diluted to the extent that the average market price of
the Company's stock exceeds the option exercise price.

     SFAS 123 defines a fair value based method of accounting for employee stock
compensation plans, but allows for the continuation of the intrinsic value based
method of  accounting  to measure  compensation  cost  prescribed  by Accounting
Principles  Board  Opinion No. 25. For  companies  electing  not to change their
accounting, SFAS 123 requires pro-forma disclosures of earnings and earnings per
share as if the change in accounting provision of SFAS 123 has been adopted.

     Had  compensation  cost for the 2000 Plan been  determined  consistent with
SFAS 123, the  Company's net loss and net loss per share common share would have
increased to the following pro forma amounts:

<TABLE>
<CAPTION>


                                                                       2001
                                                                ----------------

<S>                                                               <C>
Net loss                                        As Reported       $  (3,089,000)
Net loss                                        Pro forma         $  (3,362,000)

Per Common share - Basic:
Net loss                                        As Reported       $       (0.44)
Net loss                                        Pro forma         $       (0.47)

Per Common share - Diluted:
Net loss                                        As Reported       $       (0.44)
Net loss                                        Pro forma         $       (0.47)

</TABLE>

<PAGE>
                                       F-19


     The fair value of each option grant is estimated on the date of grant using
an option pricing model with the following weighted average assumptions used for
grants: dividend yield of 0.0%, expected volatility of 68.8%, risk free interest
rate of 5.0% and lives of five years. The weighted average remaining contractual
life is 9.2  years.  The  weighted  average  exercise  price of the  options  at
December 31, 2001 was $1.53.

11.         Supplemental Executive Retirement Plan

     During  June  1996,  Central  Financial  adopted a  Supplemental  Executive
Retirement  Plan  (the  "SERP  Plan")  which  provides  supplemental  retirement
benefits to certain key management  employees.  In connection  with the Plan, on
February 28, 2001, the Company assumed all liabilities of the SERP Plan. To vest
in the SERP Plan,  an employee  must have at least ten years of service with the
Company or its  predecessor,  including five years subsequent to the adoption of
the SERP Plan.  The unfunded SERP Plan expense for the years ended  December 31,
2001, 2000 and 1999, amounted to approximately  $277,000,  $277,000 and $77,000,
respectively. The SERP accrual amounted to $829,000 and $552,000 at December 31,
2001 and 2000,  respectively,  which is included in accrued  expenses  and other
current liabilities.

12.      Executive Deferred Salary and Bonus Plan

     On February 28, 2001, in connection  with the Plan, the Company adopted the
Executive Deferred Salary and Bonus Plan, or the EDP, which covers the executive
officers  and  certain  other  executives,  elected to  participate  in the EDP.
Pursuant  to  the  EDP,  a  participant  may  elect  to  defer  up to 50% of the
participant's  base salary and up to 100% of any bonus  awarded  pursuant to the
Executive Incentive Bonus Program.  Elections under the EDP to defer base salary
and bonus are made annually prior to the  commencement of each year.  Executives
electing to participate in the program may invest deferred  amounts in either of
two accounts:  (1) which  earns interest based upon the prime rate; or (2) which
mirrors the performance of the Company's  common stock price.  Amounts  deferred
are  generally  payable  in a lump sum  within 30 days  after the  participant's
termination  of  employment  with  the  Company  for  any  reason.  The  EDP  is
administrated  by the  Compensation  Committee  of the Board of  Directors.  The
Chairman of the Board of  Directors  elected to defer 50% of his base salary and
the Chairman and another  executive officer elected to defer 100% of their bonus
for the year ended  December 31, 2001 and elected to invest in an account  which
mirrors the  performance  of the Company's  common stock.  At December 31, 2001,
deferred  compensation  for these accounts were  $456,000,  which is included in
accrued expenses and other current liabilities.

13.         Segment Information

     The Company has identified three reporting segments in accordance with SFAS
No. 131,  "Disclosures About Segments of an Enterprise and Related Information",
the Consumer  Finance  Business,  Travel  Business and Corporate  Overhead.  The
factors for  determining  the  reportable  segments  were based on the  distinct
nature of their  operations.  The Consumer  Finance Business and Travel Business
are managed as separate  business units because each requires and is responsible

<PAGE>
                                       F-20


for executing a unique business strategy. The Consumer Finance Business includes
the Small Loan  Portfolio,  Travel  Finance  Portfolio  and  insurance and other
products provided to customers of the Consumer Finance  Business.  The Company's
Travel  Business is comprised of the retail  travel  stores and travel  internet
business.  Corporate  Overhead is comprised of  unallocated  corporate  overhead
expenses.  Substantially  all of the  operations  of the  above  businesses  are
concentrated in California.

     The accounting  policies of these reportable segments are the same as those
described in the summary of significant  accounting policies.  Information about
these segments as of and for the years ended December 31, 2001, 2000 and 1999 is
as follows:



<PAGE>
                                       F-21



<TABLE>
<CAPTION>


                                         Consumer                      Corporate
                                         Finance         Travel        Overhead           Total
                                        -----------   ------------    ------------    ------------
<S>                                     <C>            <C>                             <C>

For the Year Ended December 31, 2001:


Interest income                         $  6,840,000   $       --      $       --      $  6,840,000
Other income                               5,674,000     12,475,000            --        18,149,000
                                        ------------    ------------   ------------    ------------
  Total revenue                         $ 12,514,000   $ 12,475,000    $       --      $ 24,989,000
                                        ============   ============    ============    ============
Pre-tax segment earnings (loss)         $    801,000   $ (1,347,000)   $ (3,881,000)   $ (4,427,000)
Segment assets                          $ 23,850,000   $ 12,098,000    $  9,705,000    $ 45,653,000

For the Year Ended December 31, 2000:
Interest income                         $ 13,028,000   $       --      $       --      $ 13,028,000
Other income                               9,759,000     14,872,000            --        24,631,000
                                        ------------   ------------    ------------    ------------
  Total revenue                         $ 22,787,000   $ 14,872,000    $       --      $ 37,659,000
                                        ============   ============    ============    ============
Pre-tax segment earnings (loss)         $    522,000   $    135,000    $ (6,017,000)   $ (5,360,000)
Segment assets                          $ 62,283,000   $ 12,255,000    $       --      $ 74,538,000

For the Year Ended December 31, 1999:
Interest income                         $ 14,747,000   $       --      $       --      $ 14,747,000
Other income                              10,885,000     14,270,000            --        25,155,000
                                        ------------   ------------    ------------    ------------
   Total revenue                        $ 25,632,000   $ 14,270,000    $       --      $ 39,902,000
                                        ============   ============    ============    ============
Pre-tax segment earnings (loss)         $  8,549,000   $  2,868,000    $ (7,019,000)   $  4,398,000
Segment assets                          $ 73,824,000   $ 12,366,000    $       --      $ 86,190,000


</TABLE>

14.         Commitments and Contingencies

     The  Company's  finance and travel  centers are leased under  noncancelable
operating  leases that  generally  have two to  five-year  terms with options to
renew. The Company has a headquarters lease with an affiliate, see Note 9, for a
period of 15 years. The aggregate  minimum lease  commitments under these leases
are as follows:
<TABLE>
<CAPTION>

                                 Years Ended December 31,
                                 ------------------------

<S>                               <C>           <C>
                                  2002          $2,035,000
                                  2003           1,487,000
                                  2004             910,000
                                  2005             451,000
                                  2006             339,000
                                  Thereafter     2,910,000
                                                ----------
                                                $8,132,000
                                                ==========

</TABLE>

<PAGE>
                                       F-22


     Aggregate  rental expense for the years ended  December 31, 2001,  2000 and
1999 were $2,222,000, $3,559,000, and $3,141,000, respectively.

     Concurrent  with  the  Plan,  the  Company  entered  into a new  employment
agreement  with the  Chairman  of the  Board of  Directors  for a period of five
years, expiring December 31, 2005, at a base salary of $325,000 per year for the
period from  January 1, 2001 to  December  31,  2001,  and then  receive  yearly
minimum  increases of $25,000 per annum with  eligibility  to participate in the
Company's  executive  compensation  plans. Any changes to the agreement  require
approval of the Board of Directors.

     The Operating Agreement, as described in Note 9, provides that, the Company
will  guarantee,  subject  to  certain  limitation,  up to $4 million of bank or
similar financing which Banner Central Finance may borrow. At December 31, 2001,
the Company had not guaranteed any amounts under this agreement.

     The Company is from time to time involved in routine litigation  incidental
to the  conduct  of  its  business.  Management  of the  Company  believes  that
litigation  currently  pending  will not have a material  adverse  effect on the
Company's financial position or results of operations.

                                   * * * * * *



<PAGE>



                                                                  EXHIBIT 99


                             HISPANIC EXPRESS, INC.
                    5480 FERGUSON DRIVE,  COMMERCE,  CA 90022







Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

March 29, 2002

Ladies and Gentlemen:

This will confirm that Hispanic  Express,  Inc. (the  "Company")  has received a
letter from Arthur  Andersen  LLP  ("Arthur  Andersen")  with  respect to Arthur
Andersen's audit of the Company's consolidated financial statements for the year
ended December 31, 2001.  Arthur  Andersen's letter certifies that the audit was
subject to Arthur Andersen's quality control system for the U.S.  accounting and
auditing  practice  to provide  reasonable  assurance  that the  engagement  was
conducted in compliance with professional standards,  that there was appropriate
continuity of Arthur Andersen personnel working on the audit and availability of
national office consultation. Availability of foreign afflilates is not relevant
to this audit.

Very truly yours,


/s/  Howard E. Weitzman
Howard E. Weitzman
Vice President, Chief Financial Officer