<PAGE>
        THIS DOCUMENT IS A COPY OF THE FORM 10-K FILED ON JULY 3, 2001
             PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.

                                 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 March 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 1-10569

                             AutoLend Group, Inc.
                             --------------------
            (Exact name of registrant as specified in its charter)

           Delaware                                              22-3137244
           --------                                              ----------
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation of organization)                            Identification No.)

          600 Central SW, Third Floor, Albuquerque, New Mexico 87102
          ----------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                (505) 768-1000
          ----------------------------------------------------------
             (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

       Title of Each Class             Name of Each Exchange on Which Registered
       -------------------             -----------------------------------------
  Common Stock, $.002 par value                      NQB Pink Sheets

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

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 the 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. [_]

The number of shares outstanding of the registrant's Common Stock was 1,092,053
at June 26, 2001.

The market value of the voting stock of the registrant held by nonaffiliates of
the registrant on June 26, 2001 was not determinable.

There are no documents incorporated herein by reference.

             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 after the distribution of securities under a plan confirmed
by a court. Yes [X]  No [_]
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
Part I
         Item 1.   Business............................................................................    1
         Item 2.   Properties..........................................................................    5
         Item 3.   Legal Proceedings...................................................................    6
         Item 4.   Submission of Matters to a Vote of Securities Holders...............................    7
Part II
         Item 5.   Market for Registrant's Common Equity and Related
                   Stockholder Matters.................................................................    8
         Item 6.   Selected Financial Data.............................................................   10
         Item 7.   Management's Discussion and Analysis of Financial Condition and
                   Results of Operations...............................................................   13
         Item 7A.  Quantitative and Qualitative Disclosures about Market Risk..........................   19
         Item 8.   Financial Statements and Supplementary Data.........................................   19
         Item 9.   Changes in and Disagreements with Accountants on Accounting
                   and Financial Disclosure............................................................   19
Part III
         Item 10.  Directors and Executive Officers of the Registrant..................................   20
         Item 11.  Executive Compensation..............................................................   21
         Item 12.  Security Ownership of Certain Beneficial Owners and Management......................   22
         Item 13.  Certain Relationships and Related Transactions......................................   23
Part IV
         Item 14.  Exhibits, Financial Statements, Schedules, and Reports on Form 8-K..................   24
Signatures.............................................................................................   26
</TABLE>

This report should be read in its entirety. No one section of the report deals
with all aspects of the subject matter.

                          FORWARD-LOOKING INFORMATION

The following discussions include "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are not historical
facts; they involve risks and uncertainties that could cause the Company's
results to differ materially from those in the forward-looking statements. The
risks and uncertainties that may affect the operations, performance,
development, and results of the Company's business include significant risk
factors, including the perceived difficulties from the Company's past bankruptcy
(which could adversely affect its existing and proposed operations); and, the
Company's present financial condition. From time to time, the Company may
publish or otherwise make available forward-looking statements. All subsequent
forward-looking statements, whether written or oral and whether made by or on
behalf of the Company, are also expressly qualified by these cautionary
statements.
<PAGE>

                                    Part I


ITEM 1.  BUSINESS.

General

AutoLend Group, Inc. (the "Company") is a holding company headquartered in
Albuquerque, New Mexico. The Company is currently winding down two businesses.
The Company primarily operates through its subsidiaries.

1.   AutoLend Corporation maintains a residual portfolio of sub-prime consumer
     used-car loan contracts purchased from used-car dealers (also referred to
     as installment contracts receivable, or the "Loans"). AutoLend Corporation
     ceased purchasing these Loans in December 1995. This portfolio consists
     entirely of inactive loans that have been more than six months in arrears
     and have been written off. On April 1, 2000, AutoLend Corporation adopted a
     plan to sell the Loan portfolio and has treated this portfolio as a
     discontinued operation since that date. On April 4, 2001 the Loan portfolio
     was sold to an unrelated third party for $95,000.

2.   American Life Resources Group, Inc., and LBNM, Inc. maintain portfolios of
     unmatured life insurance policies purchased from persons with life-
     threatening illnesses, a business generically referred to as viatical
     settlements (the "Policies"). This subsidiary generally ceased purchasing
     Policies in September 1994. The five remaining Policies had an aggregate
     face value of approximately $366,000 and a net book value of $52,000 on
     March 31, 2001.


Bankruptcy

The Company sought protection under Chapter 11 of the U.S. Bankruptcy Code on
September 22, 1997. Between September 22, 1997 and January 13, 2000, the Company
concentrated it's efforts on addressing the legal and financial problems that
caused the Company to file for protection under Chapter 11.

The Bankruptcy Court confirmed the Company's creditor-approved Plan of
Reorganization, which became effective March 5, 1999, at which time the Company
attained a positive net equity (in conjunction with the adoption of fresh start
accounting), and was no longer classified as a "debtor-in-possession." On
January 13, 2000, the Bankruptcy Court entered its final decree, thereby closing
the Company's Chapter 11 case.

On January 13, 2000, in connection with the resolution of the bankruptcy,
unsecured creditors have received payments for 100 percent of their allowed
claims. Likewise, qualified former Debenture holders have received, in
aggregate, $2.9 million in cash payments, as well as stock in the reorganized
Company, and $609,000 (undiscounted) uncollateralized, non-interest-bearing note
obligations. These note obligations are payable in five equal annual
installments of $121,800. However, the first and second annual payments of
$121,800 scheduled for March 5, 2000 and March 5, 2001, respectively have not
yet been made. (See Note 17 to the Company's Consolidated Financial Statements.)

                                       1
<PAGE>

When the old common stock was cancelled as required by the creditor-approved
Plan of Reorganization, holders of the old common stock were provided an
opportunity to subscribe in the offering of new stock which formed the new
ownership of the Company. Since this offering was not open to anyone not holding
old cancelled shares, outsiders had to purchase cancelled shares if they wished
to participate; this feature allowed holders of the cancelled shares the
opportunity to sell the shares if they did not wish to subscribe. The
subscription was concluded on April 18, 2000, thereby establishing the new
ownership of, and controlling interest in, the Company.

[Note: The Company is not affiliated with the website www.autolend.com, nor is
                      ---                             ----------------
the Company affiliated with the Miami-based business, AutoLend IAP (which is
owned by Auction Finance Group, Inc.)]


Attempted New Business in the Past - Gaming Industry (1999 - 2000)

The Company has been considering various prospects to develop a new business
suitable for its situation. In general, any new business development is
difficult, and the Company's particular realities impose significant constraints
that make such an undertaking even more difficult. These constraints include the
following: the need to acquire or develop the business without paying
substantial cash or taking on significant debt; the handicap of not having
actively traded stock to use to procure this business; the requirement that,
after launch, the business will not need a significant capital investment to
fund its initial operations; and, the requirement that the new business
immediately produce a positive cash flow.

The Plan involved developing a new business that would have consisted primarily
of providing gaming devices and gaming machines for certain non-profit fraternal
organizations in New Mexico. On approximately July 2, 1999, the first legalized
gaming in a non-profit fraternal organization began in New Mexico. The Company
proposed to provide, supply, and service gaming devices as described in the New
Mexico "Gaming Control Act," and the business would have been regulated by the
New Mexico Gaming Control Board (the "Gaming Control Board") as described in the
Gaming Control Act. The Company commenced its efforts in this arena under the
name of Kachina Gaming, which was organized as a Division of the Company. In
connection with these efforts the Company had hired a Vice President of Gaming
Development and Marketing.

The Company's management has believed that it could obtain the proper licenses,
gaming machines, and contracts with non-profit organizations to make this
business viable. In this regard, the Company made application in February 1999
to the Gaming Control Board for licensure as a distributor. Additionally, the
Company signed contingent contracts with fraternal organizations whereby the
Company would supply gaming machines to licensed operators. The contracts are
contingent upon certain matters, such as the Company and the fraternal
organizations' ability to obtain the appropriate state licensing as well as the
actual approval of the respective contracts by the Gaming Control Board. The
Company held discussions with several licensed gaming machine manufacturers with
respect to obtaining such machines.

The Gaming Control Board has been processing the Company's application for
licensure as a distributor. In connection with this review, the Company received
correspondence from them indicating that the process was significantly
lengthened due to, and dependant upon the outcome of, the SEC investigation. (On
February 16, 1999, we were notified by our former counsel that we were subject
to an investigation by the SEC; see "Item 3. Legal Proceedings" below.)

                                       2
<PAGE>

Nonetheless, on or about June 15, 2000, the Company decided to terminate its
attempt to become licensed by the Gaming Control Board. The Company has now been
sued by the Gaming Control Board for $31,000 resulting from unpaid expenses
associated with its failed attempts to enter the Gaming industry. The Company
must now find some other business to enter, or else be acquired, merge, or
possibly liquidate and close.


Going Concern

At March 31, 2001, the Company had cash and cash equivalents of $13,000, and a
negative net equity of $576,000. The equity is exclusive of any remaining
amounts due pursuant to the Albuquerque office lease obligation, which
approximated $380,000 at March 31, 2001. The Company believes that it presently
has insufficient cash necessary to meet its daily operating requirements without
regard to its notes payable obligations, through to fiscal year ending March 31,
2002. The Company is exploring various strategic options and financial
opportunities including the purchase of certain operating assets of Prinova
Capital Group, LLC (Prinova). Prinova is a New Mexico limited liability company.
Prinova is a private, closely-held financial services company, headquartered in
Albuquerque, New Mexico. Prinova has no past or present ties or affiliations to
any recent or former shareholder, director, or officer of the Company.

Due to the legal opinion of the Company's former counsel, the first annual
$122,000 notes payable payments due in March 2000, were not made as originally
scheduled, and as of the date of this filing, have not been made. Additionally,
the second annual $122,000 payments due in March 2001, have also not been made
as of the date of the filing.

The Company temporarily has less than the required minimum of three Directors as
stated in the Company's Bylaws.


Change in Control

Effective September 28, 2000, through an executed agreement between the Company
and its former CEO, Nuzio P. DeSantis, Mr. DeSantis resigned as an employee and
officer and in all other capacities, and is no longer affiliated with, or
associates in any manner with, the Company. The agreement provided for, among
other things, the settlement of all past, present, and future claims by Mr.
DeSantis against the Company (including the claim with respect to the
reimbursement for legal fees of $123,000 or more); the cancellation of the debt
owed to the Company by Mr. DeSantis of $150,000; the transfer to the Company of
certain items of furniture; and the payment to the Company by Mr. DeSantis of a
certain sum of cash upon execution. Mr. DeSanits had previously resigned from
the Company's Board of Directors effective May 1, 2000 and has held no shares in
the Company since March 5, 1999. The agreement further provides that Mr.
DeSantis henceforth shall not acquire, possess, or assert, directly or
indirectly, any interest of any kind in the Company.

Effective October 12, 2000, a block of 634,028 shares of the Company's common
stock, equal to approximately 58% of the total shares outstanding, changed hands
in a private sale between two third parties. The buyer and new majority owner of
the Company is Prinova.

                                       3
<PAGE>

Effective October 13, 2000, two new directors were appointed to the Company's
Board. They are: Mr. John D. Emery, 53, of Albuquerque, NM; and Mr. Vincent J.
Garcia, 48, also of Albuquerque.

Mr. Emery was also appointed acting Chairman, acting President, and Secretary of
the Company. Mr. Emery has been a business consultant in private practice for
the last ten years, and has previously held executive positions. Mr. Emery has
also developed and sold his own businesses, holds an MBA from Harvard Graduate
School of Business Administration, and has taught at the University of New
Mexico graduate school of business administration. From 1994 until its sale to
American Tower in 1998, Mr. Emery served on the Board of Directors of Specialty
Teleconstructors, Inc. / OmniAmerica, Inc., a Nasdaq-listed company that had
annual revenues of $65 million.

Mr. Garcia is the Managing Member and majority interest-holder in Prinova, and
is Chairman and President of its affiliates, which includes Prinova Investments,
Ltd. Mr. Garcia, together with Prinova Investments, Ltd. is the lead investor,
developer, and majority interest-holder with respect to the $32 million
Renaissance Development project downtown Albuquerque, New Mexico.

After the appointment of Mr. Emery and Mr. Garcia to the Board, Philip Vitale,
M.D., tendered his resignation from the Board of Directors and in all
capacities, which the Board accepted.

On December 20, 2000, Jeffrey Ovington resigned his position as Executive Vice
President and as an employee of the Company. Mr. Ovington voluntarily
relinquished his claim to his contractual severance pay contingent on the future
status of the Company.


Contingent Rights - El Rancho Property

In connection with NPD, Inc.'s participation in the Delaware ITB Chancery Court
litigation (which was settled effective November 6, 1998), and in connection
with the Company's adversary proceeding against NPD, Inc. (the terms of which
were finalized as part of the NM Bankruptcy Court ITB settlement approved in
September 1998 and consummated in January 1999, and which was administratively
closed by Court order on June 26, 2000), and furthermore in connection with the
Company's adversary proceeding against Nunzio DeSantis (which was settled
effective January 7, 2000), the Company received certain contingent rights. [See
Note 6 to the Company's Consolidated Financial Statements - Related Party
Transactions.] The contingent rights which the Company received are with respect
to possible proceeds receivable in the event that International Thoroughbred
Breeders' real estate holding in Las Vegas, Nevada sold above a certain
threshold amount, under certain conditions. The Company's rights thereunder may
be up to $2.0 million. According to a Form 8-K filed with the SEC by ITB on June
7, 2000, the former El Rancho Hotel property sold on May 22, 2000. The Company
is presently investigating its legal options necessary to realize any potential
benefit which may be due from this sale as disclosed by the ITB Form 8-K filing.


Employees

As of June 26, 2001, the Company and its subsidiaries had two employees.

                                       4
<PAGE>

Available "Loss Carryforwards"

As a result of the change in control that transpired on October 13, 2000, the
previously reported net operating losses available to offset future operating
profits has been eliminated. The Company currently has unused operating loss
carryforwards ("OLC's") and capital loss carryforwards ("CLC's") which expire at
various times. Federal OLC's total $510,000 and expire between the years 2012
and 2021. State OLC's total $349,000, and expire between the years 2002 and
2006. CLC's total $1.3 million, with the majority expiring in the year 2002. At
a combined federal and state corporate statutory tax rate of 38.8 percent, the
present OLC's can, in a valid situation, result in the cancellation of a
requirement to pay approximately $200,000 in federal and state income taxes,
either immediately in one year or spread out until their expiration dates.

The requirements to utilize such loss carryforwards are strict, and the
possibilities for usage are extremely limited. In general, OLC's can be used to
offset future operating profits, thus negating the necessity to pay
corresponding future income taxes (until the loss carryforwards become used up
or expire). Any such future operating profits (which might realize these tax
benefits) could be derived internally, or could be derived from acquiring
additional assets, or from the purchase of another qualified business entity
through the acquisition of its stock. CLC's may be used to offset future capital
gains associated with the disposal of capital assets (but may not be used to
offset ordinary income).

The Company, based on the weight of the available evidence, provides an
offsetting valuation allowance against deferred tax assets to the extent it
determines that it is more likely than not that some portion of the deferred tax
asset will not be realizable.


Fresh-Start Reporting

In accordance with the American Institute of Certified Accountants' Statement of
Position (SOP) 90-7, "Financial Reporting by Entities in Reorganization Under
the Bankruptcy Code," the Company has adopted fresh-start reporting as of March
5, 1999, which gives effect to its emergence from Chapter 11 and reorganization
at that time. The Company's Consolidated Financial Statements, included
elsewhere in this Form 10-K, provide information regarding the Company's Chapter
11 process and adoption of fresh-start reporting.


ITEM 2. PROPERTIES.

During February 1999, the Company assumed the lease on its offices at 600
Central SW, Albuquerque, New Mexico pursuant to a legal settlement involving the
return of funds to the Company (see Notes 6 and 17 of the Consolidated Financial
Statements). In January 2001, the Company renegotiated its lease. The lease
terminates on December 31, 2003, and the lease payments are $7,000 per month for
the first year and increase to $12,900 per month for the second year. Each
January 1, the lease payments may be adjusted according to any changes in the
Consumer Price Index. Additionally, as of February 1, 2001, the Company centered
into a month-to-month sublease with Prinova for $3,250 per month.

Rent expense for operating leases was approximately $115,000 for the fiscal
year-ended March 31, 2001, as compared to rent expense of $123,000 for the
fiscal year ended March 31, 2000, $28,000 for the fiscal

                                       5
<PAGE>

year ended March 31, 1999, $14,000 for the fiscal year ended March 31, 1998, and
$179,000 for the fiscal year ended March 31, 1997.


ITEM 3.  LEGAL PROCEEDINGS.

SEC Investigation. The Registrant has stated in numerous previous filings that
-----------------
the United States Securities and Exchange Commission (the "SEC") notified the
Company on February 16, 1999 that it would initiate a proceeding and conduct an
investigation into certain activities involved in the exchange offer originally
made by the Company in September 1996. The Company co-operated fully with the
investigation. On June 13, 2000, the Enforcement Division of the SEC told the
Company that it intended to bring an action against the Company, and its
then-chief executive officer, for alleged violations of the securities laws of
the United States and would seek an injunction and fines.

The Company under prior management and predecessor counsel entered into
discussion with the Enforcement Division, and on July 14, 2000 responded to the
issues raised by the SEC and asserted defenses against the Staff allegations.
Despite this response, and following further discussion, which failed to resolve
the matter, the SEC indicated that it would proceed with its recommendation to
bring an injunctive action against the Company in federal district court.

As previously reported in a Form 8-K filing of October 19, 2000, new management
and the new Board of Directors inherited the SEC proceeding and confronted a
state of affairs where talks with the SEC were stalled. The SEC told new
management it intended to proceed with a federal action unless the Registrant
chose to end the matter by tendering an Offer of Settlement.

Following further discussion with the SEC, the Company on January 8, 2001
tendered an Offer of Settlement of AutoLend Group, Inc. (the "Offer"). This
Offer acknowledges certain acts associated with the exchange offer that began in
September 1996. On April 19, 2001, the SEC accepted the Company's Offer of
Settlement, thereby bringing closure to the SEC investigation, and accordingly
has issued a Cease and Desist Order (the "Order") requiring the Company to cease
and desist from committing or causing any violation and any future violation of
Sections 10(b), 13(a), 13(e), and 14(e) of the Securities Exchange Act of 1934
and the rules thereunder. The proposed Order assesses no monetary penalty
against the Company.

AutoLend Group, Inc. vs. Vincent Villanueva. On July 14, 1998, as part of its
-------------------------------------------
then pending bankruptcy proceeding, the Company filed an adversary claim against
Vincent Villanueva, a former director of the Company, to recover certain
pre-petition consulting fees paid to him independent of his duties as a
Director, for the possible return of up to $39,647. On April 21, 1999, a motion
to dismiss this claim was filed, and on July 6, 1999, a Court order approving
dismissal of the claim against Mr. Villanueva was entered. After the bankruptcy
case was closed effective January 13, 2000, Mr. Villanueva's attorney filed a
motion for payment by the Company to Mr. Villanueva of associated legal fees
estimated at between $7,000 and $15,000.

A Court hearing was held June 21, 2000 regarding this claim made by Mr.
Villanueva. On August 14, 2000, the Court released a Memorandum Opinion and an
Order denying the Villanueva claim. On August 23, 2000, a Motion to Reconsider
the Order was filed by Mr. Villanueva, and on August 25, 2000, an Objection to
this Motion to Reconsider was filed by the Company. On August 31, 2000, an
additional Objection to the Motion was filed by the U.S. Trustee's Office. On
October 30, 2000, a

                                       6
<PAGE>

Request was filed by Mr. Villanueva's attorney, seeking a hearing on the matter.
On April 26, 2001, the Bankruptcy Court ruled in the Company's favor regarding a
claim for reimbursements of legal expenses associated with the bankruptcy by
former director Vincent Villanueva.

New Mexico Gaming Lawsuit. On May 16, 2001, the Company was served a summons for
-------------------------
moneys owed to the New Mexico Gaming Control Board for reimbursement of $31,286
in expenses associated with the Company's failed attempt to enter the gaming
industry ("New Mexico Gaming Lawsuit"). The Company is required to file an
Answer to the Complaint or a responsive motion within thirty days after the
summons was served, with the Clerk of the Second Judicial District, County of
Bernalillo, State of New Mexico Court.


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

None.

                                       7
<PAGE>

                                    Part II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

On March 5, 1999, the Plan of Reorganization became effective and all of the
Company's outstanding Common Stock, Preferred Stock, and Class A and B Warrants
were cancelled. These cancelled equities were given certain substitute rights
under the Plan, and as a result, the cancelled common stock had continued to
trade for about a year. These old common shares (which originally had imprinted
the Cusip number of 124767 104, which was changed after the Company's name
change, to Cusip number 052786 100, and which bore the Company's prior name
"CAPX Corporation," and which were blue) are no longer valid and no longer
trade.

The Company's Common Stock had traded under the symbol "AUTL" in the
over-the-counter market on the Electronic Bulletin Board (the OTC BB), until
March 18, 2000. At the end of trading on that date, as previously announced and
scheduled, the Company halted the trading of the old shares (which had been
cancelled since March 5, 1999), since the subscription rights would no longer be
in effect, per the Plan of Reorganization, on the next trading day. The ticker
symbol AUTL will no longer be used to represent the Company's shares.

On April 18, 2000, the subscription under the Registration Statement concluded,
and the new ownership of the Company was established. On or about April 20,
2000, the shares of new Common Stock were distributed, resulting in new total
stock outstanding of 1,088,803 shares. The Company's stock is presently
available for trade via the NQB Pink Sheets. The new ticker symbol is "ALEN,"
and the new shares have a new Cusip number, 052786 308. The new shares bear the
legend "AutoLend Group, Inc.," and are green.

Effective October 12, 2000, a block of 634,028 shares of the Company's common
stock, equal to approximately 58% of the total shares outstanding, changed hands
in a private sale between two third parties. The buyer and new majority owner is
Prinova Capital Group, LLC, a New Mexico limited liability company ("Prinova").
Prinova is a private, closely-held company, headquartered in New Mexico. Prinova
has no past or present ties or affiliations to any recent or former shareholder,
director, or officer of the Company.

The following table states for the periods indicated the range of high and low
bid prices for the old and new Common Stock and Class A Warrants as reported on
the Electronic Bulletin Board. The prices reflect inter-dealer prices without
markup, markdown, or commissions and may not necessarily represent actual
transactions.

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                   Common Stock         Class A Warrants (1)
                                                -------------------     --------------------
                                                 High          Low       High           Low
                                                ------       ------     ------        -------
<S>                                             <C>          <C>        <C>           <C>
Old Common Stock (cancelled March 5, 1999):
      Fiscal Year ended March 31, 2000: (5)
      --------------------------------
      Quarter ended June 30, 1999                 0.12     0.02          --(2)         --(2)
      Quarter ended September 30, 1999            0.44     0.02          --(2)         --(2)
      Quarter ended December 31, 1999             0.34     0.04          --(2)         --(2)
      Quarter ended March 31, 2000                0.12     0.03          --(2)         --(2)

New Common Stock (distributed April 20, 2000):
      Fiscal Year ended March 31, 2001:
      --------------------------------
      Quarter ended June 30, 2000 (4)              n/a      n/a          --(3)         --(3)
      Quarter ended September 30, 2000 (4)         n/a      n/a          --(3)         --(3)
      Quarter ended December 31, 2000             --(6)    --(6)         --(3)         --(3)
      Quarter ended March 31, 2001 (4)             n/a      n/a          --(3)         --(3)
</TABLE>

(1)   The Company had previously granted Warrants to individuals to purchase
      25,000 Common Shares at $3.00 per share through March 11, 2001, and
      20,000 Common Shares at $12.25 through September 18, 2001, however,
      the Plan of Reorganization included provisions for treatment of the
      Warrants, wherein all Warrants expired on March 4, 2000.

(2)   There were no reported trades of Warrants during these periods.

(3)   After March 4, 2000, the Warrants ceased to have any legal or financial
      significance.

(4)   There have been no trades of the new stock during the quarter.

(5)   The approximately 6 million old shares (i.e., AUTL) which traded between
      March 5, 1999 and March 18, 2000 did not represent the traditional equity
      claim on the Company during that period, but instead were effectively a
      rights certificate. The approximately 1.1 million new shares (i.e., ALEN)
      which are now the only shares outstanding (and which were distributed in
      April 2000) are again a traditional equity claim share.

(6)   Price not determinable due to combined private purchase of new common
      stock and debt.

At March 4, 1999, there were 6,079,530 shares of (old) Common Stock outstanding
and 80 holders of record. As of March 5, 1999, all outstanding shares of Common
Stock were cancelled pursuant to the Plan of Reorganization. However, these old
shares continued to trade, as they conferred (modified) rights as prescribed in
the Plan of Reorganization, until sixty days after the Company's Plan of
Reorganization became effective (which occurred on January 19, 2000). Thus, on
March 19, 2000, these old (cancelled) shares no longer had any legal
significance, and the Company had their trading terminated (which was scheduled
and announced in advance). On April 18, 2000, the subscription under the
Registration Statement concluded, and the new ownership of the Company was
established. At June 26, 2001, there were 1,092,053 shares of (new) Common Stock
outstanding and 9 holders of record (excluding shares held in street name); the
Company estimates that there are a total of approximately 25 beneficial owners.
In addition, there were 3,250 equivalent shares subscribed-for which were
issuable; these shares represent the 25% payment received on 13,000 shares which
were purchased under the subscription on the 25% per quarter payment method. At
March 31, 2001 and March 31, 2000, the number of shares purchased pursuant to
this subscription were accounted for as issuable equal to the equivalent of
shares actually 100% paid for. As there are no requirements binding a subscriber
to continue making future payments towards the subscription, an accrual for the
unpaid amounts was not recorded at March 31, 2001 or March 31, 2000.

                                       9
<PAGE>


The Company has paid no dividends on its Common Stock. The Company presently
intends to retain any earnings to finance the development of its future
business.


ITEM 6.  SELECTED FINANCIAL DATA.

An order confirming the Company's Plan of Reorganization became effective on
March 5, 1999, and on January 13, 2000, the Bankruptcy Court entered its final
decree, thereby closing the bankruptcy. In accordance with the American
Institute of Certified Public Accountants' Statement of Position 90-7, the
Company was required to adopt fresh-start accounting as of March 5, 1999.

The predecessor Company's financial statements (prior to March 6, 1999) are not
comparable to the reorganized Company's financial statements (subsequent to
March 5, 1999). (See Note 1 to the Company's Consolidated Financial Statements.)
However, for purposes of management's discussion and analysis of results of
operations, the year ended March 31, 1999, is being compared to 2000 since the
results of operations are comparable except for the extraordinary item in 1999,
which resulted from the implementation of the Plan of Reorganization.

The following selected financial data of the Company for the fiscal years ended
March 31, 2001, 2000, 1999, 1998 and 1997 has been derived from the Company's
audited consolidated financial statements and should be read in conjunction with
the consolidated financial statements and the notes thereto.

                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                                Fiscal Years Ended March 31:
                                                            ---------------------------------------------------------------------
                                                                          In Thousands (except earnings per share)

                                                               2001          2000          1999          1998           1997
                                                            -----------   ------------  -----------  -------------  -------------

Statement of Operations Data:
----------------------------
<S>                                                         <C>           <C>           <C>          <C>            <C>
Finance charges on installment contracts                    $        -    $        10   $      117   $        588   $      1,671
Net revenue from matured insurance policies                          -              5          248              9            404
                                                            ----------    -----------   ----------   ------------   ------------
Total net revenues                                          $        -    $        15   $      365   $        597   $      2,075
                                                            ==========    ===========   ==========   ============   ============

Operating (loss), including loan loss provisions and
     recoveries                                             $     (834)   $    (1,190)  $     (998)  $     (1,469)  $     (7,402)
Net interest income/(expense)                                      (21)            56         (187)          (508)        (1,816)
Write-off of assets, and accrual of expenses
     related to the consumer loan and viatical businesses            -              -          (69)          (132)        (2,109)
Insurance policy write-down recapture                               16            106          536              -              -
Cancellation of Florida tax claim                                    -            178            -              -              -
Gain on ITB settlement                                              10              -            -              -              -
Tax offset to loss                                                   -              -            -              -             86
Miscellaneous other income/(expense), net                            8             45          (40)          (101)          (461)
                                                            ----------    -----------   ----------   ------------   ------------

Results of operations, including interest expense,
     before debenture conversion charge and
     discontinued operations                                      (821)          (805)        (758)        (2,210)       (11,702)
Non-cash debenture conversion charge                                 -              -            -         (6,261)             -
                                                            ----------    -----------   ----------   ------------   ------------

Net loss before reorganization costs, bankruptcy court
     settlements, discontinued operations, and
     extraordinary items                                          (821)          (805)        (758)        (8,471)       (11,702)
Bankruptcy reorganization expenses                                   -           (190)        (492)          (212)             -
Gain on adversary claim and (loss) on
     settlement ITB / NPD                                            -            451       (1,368)             -              -
                                                            ----------    -----------   ----------   ------------   ------------
Net loss before discontinued operations, and
     extraordinary items                                          (821)          (544)      (2,618)        (8,683)       (11,702)
Discontinued operations:
    Income (loss) from operations of
        discontinued subsidiary                                     57              -            -              -           (153)
    Gain on sale of subsidiary                                       -              -            -              -            320
Extraordinary items:
    Gain as result of reorganization                                 -            178        5,342              -              -
    Net gain on early extinguishment of debt                         -              -            -          3,172              -
                                                            ----------    -----------   ----------   ------------   ------------

Net income/(loss)                                           $     (764)   $      (366)  $    2,724   $     (5,511)  $    (11,535)
                                                            ==========    ===========   ==========   ============   ============
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>

                                                                             Fiscal Years Ended March 31:
                                                         -----------------------------------------------------------------------
                                                             2001          2000           1999          1998           1997
                                                         ------------- -------------  ------------- -------------  -------------

Per Share Data:
---------------
<S>                                                        <C>           <C>           <C>           <C>            <C>
Loss per share before reorganization costs, bankruptcy
     court settlements, discontinued operations, and
     extraordinary items                                   $    (0.75)    $   (0.77)       *          $   (1.40)     $   (2.53)

Bankruptcy reorganization expenses                                  -         (0.18)       *              (0.04)             -
Gain on adversary claim, (loss) on settlement ITB / NPD             -          0.43        *                  -              -
Discontinued operations                                          0.05             -        *                  -           0.04
Extraordinary items:
     Net gain as a result of reorganization                         -          0.17        *                  -              -
     Gain on early extinguishment of debt                           -             -        *               0.53              -
                                                         ------------  ------------   ------------  -----------    -------------
Net income/(loss)                                          $    (0.70)    $   (0.35)       *          $   (0.91)     $   (2.49)
                                                         ============  ============   ============  ===========    =============

Weighted average number of common and common
     equivalent shares outstanding                          1,089,345        45,367        *          6,039,391      4,634,530

Weighted average number of common and common
     equivalent shares issuable and outstanding             1,093,950     1,042,237        *                  -              -

</TABLE>

<TABLE>
<CAPTION>
                                                                                       As of March 31:
                                                         -----------------------------------------------------------------------
                                                             2001          2000           1999          1998           1997
                                                         ------------- -------------  ------------- -------------  -------------
Balance Sheet Data:
-------------------
<S>                                                      <C>            <C>           <C>            <C>           <C>
    Total Assets                                           $      112     $     772        $ 5,197    $   7,640      $  16,276
    Total Liabilities                                             688           586          4,629       11,078         28,128
    Total Stockholders' Equity                                   (576)          186            568       (3,438)       (11,852)
</TABLE>

*  The per share data for 1999 above has not been presented due to the
   cancellation of all common stock and common stock equivalents as of March 5,
   1999. No uncancelled stock was outstanding at March 31, 1999.

The following quarterly selected financial data of the Company for the fiscal
years ended March 31, 2001 and 2000, has been derived from the Company's
unaudited consolidated financial statements.

                                       12
<PAGE>

Quarterly Financial Data - Unaudited

<TABLE>
<CAPTION>
                            Quarter      Quarter        Quarter     Quarter      Quarter      Quarter       Quarter       Quarter
                             ended        ended          ended       ended        ended        ended         ended         ended
                            March 31,   December 31, September 30,  June 30,    March 31,    December 31,  September 30,  June 30,
                              2001         2000          2000         2000        2000           1999         1999         1999
                          ------------- ------------ ------------- ----------- ------------- ----------- -------------- -----------
<S>                       <C>            <C>           <C>         <C>         <C>           <C>         <C>            <C>
Gross revenues               $        -   $        -    $       -   $        -  $ (155,497)    $ 9,949      $ 100,382      $ 92,338

Total net revenues                    -            -            -            -    (116,534)      9,949         60,774        60,358

Operating income/(loss)          12,378     (177,146)    (295,151)    (373,736)   (395,357)   (239,040)      (238,434)     (317,491)

Income/(loss) before
   reorganization costs,
   bankruptcy court
   settlements, discontinued
   operations and
   extraordinary items           28,661     (170,124)    (301,253)    (377,770)   (708,628)   (234,153)       386,021      (248,889)

Net income/(loss) before
   discontinued operations
   and extraordinary items       28,661     (170,124)    (301,253)    (377,770)   (270,681)   (280,152)       344,279      (337,896)

Income from discontinued
   operations                    14,911       15,567       21,351        5,065           -           -              -             -

Net income/(loss) before
    extraordinary items          43,572     (154,557)    (279,902)    (372,705)   (270,681)   (280,152)       344,279      (337,896)

Gain as a result of
    reorganization debentures         -            -            -            -     178,454           -              -             -

Net income/(loss)                43,572     (154,557)    (279,902)    (372,705)    (92,227)   (280,152)       344,279      (337,896)


Earnings Per Share Data:
-----------------------

Net income/(loss) before
    extraordinary items            0.04        (0.14)       (0.25)       (0.34)      (0.26)      (0.26)          0.33         (0.32)

Net income/(loss)                  0.04        (0.14)       (0.25)       (0.34)      (0.09)      (0.26)          0.33         (0.32)

</TABLE>


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.


General

The Company has been winding down its two businesses, one of which is classified
as a discontinued operation (see below). For approximately three years, the
Company's activities have concentrated on resolving its (now-concluded)
bankruptcy proceedings and attempting to develop a gaming business and obtain
licensure as a distributor in connection with that business. The gaming business
attempt was terminated in June 2000. Additionally, the Company has worked to
complete its Registration Statement

                                       13
<PAGE>

(as required by the Plan of Reorganization), which was made effective by the SEC
in January 2000. The Company has also continued to collect amounts due from the
residual Loan portfolio and the residual Policy portfolio.

At March 31, 2001, the Company had cash and cash equivalents of $13,000, and a
negative net equity of $576,000. The equity is exclusive of any remaining
amounts due pursuant to the Albuquerque office lease obligation, which
approximated $380,000 at March 31, 2001. The Company believes that it presently
has insufficient cash necessary to meet its daily operating requirements without
regard to obligations currently due the debenture holders, through the fiscal
year ending March 31, 2002. The Company is exploring various strategic options
and financial opportunities including the purchase of certain operating assets
of Prinova Capital Group, LLC. Prinova is an Albuquerque financial service
company.


Results of Operations

An order confirming the Company's Plan of Reorganization became effective on
March 5 1999, and on January 13, 2000, the Bankruptcy Court entered its final
decree, thereby closing the bankruptcy. In accordance with the American
Institute of Certified Public Accountants' Statement of Position 90-7, the
Company was required to adopt fresh-start accounting as of March 5, 1999.

The predecessor Company's financial statements (prior to March 6, 1999) are not
comparable to the reorganized Company's financial statements (subsequent to
March 5, 1999). (See Note 1 to the Company's Consolidated Financial Statements.)
However, for purposes of management's discussion and analysis of results of
operations, the year ended March 31, 1999, is being compared to 2000 since the
results of operations are comparable except for the extraordinary item in 1999
which resulted from the implementation of the Plan of Reorganization.

Fiscal year ended March 31, 2001, compared to fiscal year ended March 31,2000

The Company recorded a net loss of approximately $0.8 million for the year ended
March 31, 2001. Contributing to the net loss were general and administrative
expenses of $0.7 million and a $0.1 million loss on the termination agreement
with Nunzio P. DeSantis, the Company's former Chief Executive Officer.

Net revenues realized from viatical insurance Policies in the year ended March
31, 2001, was zero, as compared to $5,000 in net viatical revenues in the year
ended March 31, 2000. The Company generally ceased purchasing Policies after
September 1994, and in May and July 1995, sold the majority of its portfolio.
Future net revenues from the remaining portfolio of five Policies will be
irregular, depending primarily upon the timing of mortality of the insured. Net
viatical revenues from the Policies are determined by subtracting the Policy
cost from the relevant face value after a Policy "matures" (becomes payable by
the insurance company).

As of April 1, 2000, the used car loan portion of the Company's business (the
"Loans") has been classified as a discontinued operation. Since that date, Loan
collections are no longer recorded as Loan revenues or Loan loss recoveries, and
likewise, collection expenses are no longer recorded as part of general and
administrative expenses; instead, the total net result of any remaining Loan
activity are recorded as either a net income or loss from discontinued
operations. Thus, there were no revenues from

                                       14
<PAGE>

Loans recognized during the fiscal year ended March 31, 2001, compared to the
$10,000 realized during the fiscal year ended March 31, 2000. Similarly, there
was no Loan loss recovery recognized for the fiscal year ended March 31, 2001,
compared to a recovery of $274,000 for the fiscal year ended March 31, 2000
related to previously charged-off Loans. (The recoveries were the result of
collections on old Loans, which had, in the past, been more than six months in
arrears and had therefore been written off, in accordance with the Company's
long-standing procedures.) The net result of discontinued (Loan) operations for
the fiscal year ended March 31, 2001, was a net income of $57,000. On April 4,
2001, the Company sold the loan portfolio for $95,000 to an unrelated third
party.

General and administrative expenses were $0.7 million during the year ended
March 31, 2001, which represented a reduction of $0.8 million, compared to the
$1.5 million expended during the year ended March 31, 2000. This decrease
resulted from a combination of offsetting factors, a $0.4 million reduction in
salary expense and related payroll expenses approximately $0.3 million reduction
in general administrative expenses (insurance, supplies, licenses, taxes, rent
and supplies), and a $0.1 million reduction in legal and accounting fees. The
$0.7 million expended during the year-ended March 31, 2001 consisted primarily
of $.03 million in salaries, payroll taxes, and benefits, $0.2 million in legal
and accounting fees and $0.1 million in rent.

Operating losses for the year ended March 31, 2001, were $0.8 million, compared
to operating losses of $1.2 million for the year ended March 31, 2000. In total,
the $0.4 million decrease in operating losses were primarily due to a reduction
in general and administrative expenses (as noted above), offset by the absence
of any operating revenue sources for the fiscal year ended March 31, 2001, and a
loss on the termination agreement with Nunzio P. DeSantis, the Company's former
CEO, of approximately $117,000, which was primarily due to the cancellation of
an outstanding receivable due under the adversary settlement which was offset in
the termination agreement with a cancellation of DeSantis' claim for
reimbursement of legal expenses.

The impact of non-operating income, court settlements and extraordinary items
for the year ended March 31, 2001, was a net $13,000, compared to $1.0 million
for the year ended March 31, 2000. This results in a net decrease in non-
operating income of approximately $1.0 million, which difference is due to a
confluence of one-time events, as follows. The $13,000 non-operating income for
the current period was primarily due to the recapture of $16,000 related to a
purchased viatical insurance policy written off in the prior year, $6,000 in
rental income related to subleasing the Company's office space, $5,000 of
interest income, and a $10,000 gain related to the receipt of rights to a
security deposit related to the ITB settlement, offset by the amortization of
the discount on the notes payable of $26,000. The $1.0 million non-operating
income for the prior period was primarily due to the $451,000 gain as a result
of the settlement with Nunzio DeSantis, a cancellation of a $178,000 Florida tax
claim, a $178,000 gain on a Debenture settlement, a viatical policy write-down
recapture of $106,000, and interest income of $87,000.

In addition to the above, for the year ended March 31, 2001, the Company
incurred no reorganization costs related to the bankruptcy proceedings, compared
to $190,000 in the prior year.

The net effect of the foregoing was a net loss of $0.8 million for the year
ended March 31, 2001. The net loss for the same period last year was $0.4
million. The $0.8 million loss in the present period is due to a $0.1 million
loss on the termination agreement with Nunzio P. DeSantis, the Company's former
CEO, and general and administrative expenses of $0.7 million. The $0.4 million
loss in the prior period was due primarily to an operating loss of $1.2 million
and reorganization costs of $0.2 million, partially

                                       15
<PAGE>

offset by non-operating income of $1.0 million. The net decrease in income of
$0.4 million, as compared to the prior fiscal year, was attributable primarily
to one-time events occurring in the current year as previously noted, and a
reduction in general and administrative expenses. The net decrease in income was
also due to one-time events occurring in the prior year including the $0.5
million gain on settlement of adversary agreement and the cancellation of a $0.2
million tax claim which was partially offset that year by a $0.2 million spent
on reorganization costs.

Fiscal year ended March 31, 2000, compared to fiscal year ended March 31, 1999

The Company recorded a net loss of approximately $0.4 million for the year ended
March 31, 2000. Contributing to the net loss was an operating loss of $1.2
million and $0.2 million in reorganization expenses, which were partially offset
by $1.0 million in non-operating income, court settlements, and extraordinary
items.

Net revenues realized from viatical insurance Policies in the year ended March
31, 2000, were approximately $5,000, as compared to $248,000 in net viatical
revenues in the year ended March 31, 1999. The revenues for fiscal year ended
2000 were the result of the maturity of one Policy, for gross proceeds of
$38,000, against a cost of $33,000. The Company generally ceased purchasing
Policies after September 1994, and in May and July 1995, sold the majority of
its portfolio. Future net revenues from the remaining portfolio of five Policies
will be irregular, depending primarily upon the timing of mortality of the
insured. Net viatical revenues from the Policies are determined by subtracting
the Policy cost from the relevant face value after a Policy "matures" (becomes
payable by the insurance company).

Revenues from sub-prime consumer used-car Loans (which are also referred to as
installment contracts receivable) were approximately $10,000 during the year
ended March 31, 2000, which represented a $107,000 decrease compared to the
$117,000 realized during the year ended March 31, 1999. This decrease is a
result of the reduced size of the Company's portfolio of those Loans. The
Company ceased purchasing new Loans in December 1995, and as Loans are paid in
full or written off, the portfolio decreases in size. The cost to collect these
Loans is not reflected in net revenue, but as general and administrative
expenses. On April 1, 2000, the Company adopted a plan to sell the used car Loan
portion of the Company's business, and henceforth this business activity will be
considered a discontinued operation. Income from loan loss recovery in
connection with the portfolio of Loans for the year ended March 31, 2000
represent a $0.3 million net recovery of previously charged-off Loans, in excess
of current period provisions. This is compared to a net recovery of $0.4 million
for the year ended March 31, 1999.

General and administrative expenses were $1.5 million during the year ended
March 31, 2000, which represented a reduction of $0.3 million, compared to the
$1.8 million expended during the year ended March 31, 1999. This decrease
resulted from a combination of offsetting factors, including a $163,000 expense
reduction due to the non-reoccurrence of the Florida (prior-year) tax claim, a
$140,000 reduction in insurance costs, a $76,000 reduction in legal and
accounting fees (exclusive of S-1 and reorganization costs), and a $42,000
reduction in car Loan portfolio administration expenses, all of which were
partially offset by a $94,000 increase in rent expenses and $73,000 in net
expenses of the S-1 Registration (after proceeds). The $1.5 million expended
during the year-ended March 31, 2000 consisted primarily of $679,000 in
salaries, payroll taxes, and benefits, $348,000 in legal and accounting fees,
$123,000 in rent, $96,000 in car Loan portfolio administration costs, and
$51,000 in insurance expenses. (These amounts exclude the $0.2 million and $0.5
million in post-Chapter 11 reorganization costs for the fiscal years ended March
31, 2000 and 1999, respectively.)

                                       16
<PAGE>

Operating losses for the year ended March 31, 2000, were $1.2 million, compared
to operating losses of $1.0 million for the year ended March 31, 1999. In total,
the $0.2 million increase in operating losses were primarily due to a $0.4
million decrease in combined revenues and operating incomes, as well as the
decreased recovery of bad debt of $0.1 million, which were partially offset by
the reduction in general and administrative expenses (exclusive of
reorganization costs) of $0.3 million.

The impact of non-operating income, court settlements and extraordinary items
for the year ended March 31, 2000, was a net $1.0 million, compared to $4.2
million for the year ended March 31, 1999. This results in a net decrease in
non-operating income of $3.2 million, which difference is due to a confluence of
one-time events, as follows. The $1.0 million non-operating income for the
present period was primarily due to the $451,000 gain as a result of the
settlement with Nunzio DeSantis (see Item 13., Certain Relationships and Related
Transactions), a cancellation of a $178,000 Florida tax claim, a $178,000 gain
on a Debenture settlement, a viatical policy write-down recapture of $106,000,
and interest income of $87,000. The $4.2 million non-operating income for the
prior year was primarily due to the $5.3 million gain on debt forgiveness, a
viatical policy write-down recapture of $0.5 million, and interest income of
$0.5 million, all of which was partially offset by a $1.4 million loss on the
NPD/ITB settlement, $0.6 million in accrued interest expense, and $0.1 million
in miscellaneous other expenses.

In addition to the above, for the year ended March 31, 2000, the Company
incurred $0.2 million in reorganization costs related to the bankruptcy
proceedings, compared to $0.5 million in the prior year, amounting to a
reduction of $0.3 million in reorganization costs.

The net effect of the foregoing was a net loss of $0.4 million for the year
ended March 31, 2000. The net income for the same period last year was $2.7
million. The $0.4 million loss in the current period was due primarily to an
operating loss of $1.2 million and reorganization costs of $0.2 million,
partially offset by non-operating income of $1.0 million. The net income for the
prior year of approximately $2.7 million was primarily due to non-operating
income of $4.2 million, partially offset by an operating loss of $1.0 million
and reorganization costs of $0.5 million. The net decrease in income of $3.1
million, as compared to the prior fiscal year, was attributable primarily to the
prior year $5.3 million gain on debt forgiveness effected by the bankruptcy,
which was partially offset that year by a $1.4 million loss on the NPD/ITB
settlement. Additionally, fiscal year ended March 31, 2000 had $0.6 million
higher in other net non-operating income and $0.3 million lower in
reorganization costs, which were partially offset by a $0.1 million higher
operating loss.


Liquidity and Capital Resources

The Company's immediate viability as a going concern depends upon the successful
installation of a new line of business and the attainment of profitability. On
September 22, 1997, the Company filed for voluntary bankruptcy reorganization.
On March 5, 1999, the Company's Plan of Reorganization became effective, and on
January 13, 2000, the Bankruptcy Court entered its final decree, thereby closing
the bankruptcy. Cash flow from operations was a negative $0.5 million for the
fiscal year ended March 31, 2001, a negative $1.5 million for the fiscal year
ended March 31, 2000, and a negative $0.7 million for the fiscal year ended
March 31, 1999. At March 31, 2001, the Company had cash and cash equivalents of
$13,000, and a negative net equity of $576,000. The equity is exclusive of any
remaining amounts due pursuant to the Albuquerque office lease obligation, which
approximated $380,000 at March 31, 2001. The Company believes that it presently
has insufficient cash necessary to meet its daily operating

                                       17
<PAGE>

requirements without regard to obligations currently due the debenture holders,
through the fiscal year ending March 31, 2002. The Company is not likely to be
able to secure and install a new, profitable line of business in this time
frame. Thus, the Company will likely have to either be acquired, merge, or
liquidate. Without either an infusion of capital, and / or the sale or
realization of assets for cash at greater than net book value, the Company may
not be able to meet all its present obligations.

The Company's portfolio of car Loans at March 31, 2001, had a net book value of
zero, and consisted of inactive (written-off) Loans. The Company ceased
purchasing these Loans in December 1995. On April 1, 2000 the Company adopted a
plan to sell the loan portfolio and has treated this portfolio as a discontinued
operation since that date. On April 4, 2001 the Loan portfolio was sold to an
unrelated third party for $95,000. The Company's portfolio of unmatured viatical
insurance Policies totaled five at March 31, 2001, having a combined face value
of $366,000 and a net book value of $52,000. The Company generally ceased
purchasing Policies in September 1994.

For the fiscal year ended March 31, 2001, cash used by investing activities was
$28,000, which was primarily the result of the receipt of funds related to the
termination agreement of Nunzio P. Desantis the Company's former CEO. There was
a de minimus amount of cash used by investing activities for the fiscal year
ended March 31, 2000. For the fiscal year ended March 31, 1999, cash used by
investing activities was $4.9 million, which was primarily the result of the
return of the $2.0 million escrow deposit account in connection with the NPD
transaction for the ITB Shares, the $2.3 million partial repayment of the loan
to NPD, and the early redemption of IAP securities of $0.6 million.

Cash provided by financing activities for the fiscal year ended March 31, 2001
was $0.1 million, which was primarily due to the proceeds received in
conjunction with the stock issuance. Cash used in financing activities for the
fiscal year ended March 31, 2000 was $3.0 million, which was primarily due to
payments to qualified former Debenture holders, per the Plan of Reorganization.

In summary, the Company decreased its cash and cash equivalents by $0.4 million
during the fiscal year ended March 31, 2001, to a total of $13,000. The decrease
was largely due to the net use of cash for operating activities and other
business expenses. During the fiscal year, the Company's net equity decreased,
from a positive $0.2 million at March 31, 2000, to a negative $0.6 million at
March 31, 2001, a decrease of approximately $0.8 million.

The Company's primary source of capital has been sales of equity and debt
securities, including its initial equity offering in July 1990, which resulted
in net proceeds of approximately $7.6 million, and a September 1991 sale of
Debentures which resulted in net proceeds of $51.4 million. As a result of
Debenture prepayments without penalty and the Debenture exchange offer, the
outstanding principal balance of the Debentures was $7.2 million, (plus accrued
interest), at March 4, 1999, prior to the effective date of the Plan of
Reorganization. On March 5, 1999, all outstanding Debenture debt (and accrued
interest) was canceled in conjunction with the Plan of Reorganization. The
Company's Registration Statement became effective on January 19, 2000, under
which the Company sold shares and thereby received a small amount of additional
equity capital (and distributed other shares to certain former Debenture holders
without the receipt of additional capital).

During the fiscal year ended March 31, 2001, the Company suffered recurring
losses from operations that has raised substantial doubt about its ability to
continue as a going concern. As a result of the Company's economic condition and
the legal opinion of the Company's former counsel, the first $0.1 million notes
payable payments were not made as originally scheduled, and as of the date of
this filing,

                                       18
<PAGE>

have not been made. Additionally, the second $0.1 million notes payable payments
were also not made as originally scheduled, and as of the date of this filing,
have not been made.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The responses to this Item are submitted in a separate section of this Annual
Report on Form 10-K. See Index to Consolidated Financial Statements on page F-1.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

                                       19
<PAGE>

                                   PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table gives certain information regarding the Company's directors
and executive officers. Directors serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified. Officers
serve at the pleasure of the Board of Directors.

                                 Year First
                                   Elected
        Name           Age        Director                  Position
        ----           ---        --------                  --------
    John D. Emery       53           2000         Acting President, Chairman of
                                                  the Board and Directors

  Vincent J. Garcia     48           2000         Director

Effective October 13, 2000, two new directors were appointed to the Company's
Board. They are: Mr. John D. Emery of Albuquerque, New Mexico; and Mr. Vincent
J. Garcia, also of Albuquerque, New Mexico

John D. Emery was appointed as acting Chairman of the Board of AutoLend Group,
Inc. and appointed to serve as Acting President and Corporate Secretary on
October 13, 2000. Mr. Emery received his MBA from the Harvard Business School
(1971 - 1973), taught many years at the Anderson School of Management,
University of New Mexico, and serves on the Albuquerque Public Schools Board of
Education. He has experience as a company owner, consultant and valuation
expert. He assisted in taking Specialty Teleconstruction, Inc. public in 1994
and served on its Board of Directors until the company was ultimately sold to
American Towers in 1999. He also served as Chairman of the Audit and
Compensation Committee of Specialty Teleconstruction, Inc.

Vincent J. Garcia is the Managing Member and majority interest-holder in Prinova
Capital Group, LLC, and is Chairman and President of its affiliates, which
includes Prinova Investments, Ltd. Mr. Garcia, together with Prinova
Investments, Ltd. is the lead investor, developer, and majority interest-holder
with respect to the $32 million Renaissance Development project downtown
Albuquerque, New Mexico.

Philip J. Vitale, M.D., had been a director of the Company from February 1992
through his resignation in October 2000. Dr. Vitale offered his resignation as
director of the Company for personal reasons. He served as Corporate Secretary
from April 2000 through October 2000. Dr. Vitale has been a doctor of medicine,
specializing in urology, at the Lovelace Medical Center, Albuquerque, New Mexico
("Lovelace"), since 1978. Dr. Vitale served on the Board of Directors of
Lovelace from 1985 until 1989, and on other governing boards and in other
governing capacities for Lovelace at various times from 1980 until 1989.

On December 20, 2000, Jeffrey Ovington resigned his position as Executive Vice
President and as an employee of the Company. Mr. Ovington had been Executive
Vice President of the Company since September 1996. From May 1993 to July 1995,
he served in various capacities, including Executive Vice President, with
Diagnostek, Inc., a leading pharmacy benefit manager with annual revenues in

                                       20
<PAGE>

excess of $400 million, which was acquired by Value Health, Inc. For 14 years
prior thereto, he served in various capacities with General Electric Company,
Martin Marietta Corp. (now Lockheed-Martin), and ITT.

The Company temporarily has less than the required minimum of three Directors as
stated in the Company's Bylaws.


ITEM 11.  EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table provides information concerning the compensation paid for
fiscal years ended March 31, 2001, 2000 and 1999 to persons who served as
Chairman of the Board, President, Chief Executive Officer, Executive Vice
President, and Treasurer during fiscal year 2001. John Emery was the only
executive officer of the Company who served at the end of fiscal year 2001.

--------------------------------------------------------------------------------
                          SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 Name and Principal Position           Annual Compensation                           Long Term Compensation             All other
                                                                                                                         Compen-
                                                                                                                      sation ($) (1)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                 Awards                     Payout
------------------------------------------------------------------------------------------------------------------------------------
                                                                        Other
                                                                        Annual    Restricted  Securities
                                                                        Compen-     Stock     Underlying
                                                                        sation      Award(s)    Options/    LTIP
                             Year   Salary ($)          Bonus ($)       ($) (1)       ($)       SARs (#)  Payout($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>    <C>            <C>  <C>        <C>  <C>       <C>         <C>         <C>         <C>
John D. Emery
 Acting President, Acting    2001   $   10,708          $       -       $     -   $        -           -  $       -   $            -
 Chairman of the Board,             $    2,000/mo.
 Corporate Secretary
------------------------------------------------------------------------------------------------------------------------------------

Nunzio P. DeSantis           2001   $   45,673          $       -       $     -   $        -           -  $       -   $            -
 Former President,
 and former                  2000      237,500                  -             -            -           -          -                -
 Chief Executive Officer     1999       18,269     (2)          -             -            -           -          -                -
------------------------------------------------------------------------------------------------------------------------------------

Jeffrey Ovington             2001   $   86,776          $       -       $     -   $        -           -  $       -   $            -
 Former Executive Vice       2000      122,200     (3)          -             -            -           -          -                -
 President, and former
 Treasurer                   1999      156,478     (3)    100,000  (3)        -            -           -          -                -
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Except as indicated, the aggregate amount of perquisites and other personal
     benefits paid to the named persons did not exceed the lesser of 10 percent
     of each officer's total annual salary and bonus for the fiscal years and
     $50,000.

(2)  Of the $237,500 that was originally listed for fiscal year 1999 salary for
     Nunzio P. DeSantis, only $18,269 was actually paid to him, and the other
     $219,231 was accrued as a contingent liability as of March 31, 1999.
     However, this unpaid, accrued salary was later canceled as part of the
     settlement of the adversary claim against Mr. DeSantis (see Item 13
     "Certain Relationships and Related Transactions").

(3)  Of the fiscal year 1999, compensation listed for Mr. Ovington only $95,661
     was actually paid during that fiscal year; the remainder was accrued as a
     contingent liability at March 31, 1999, and was then paid in the following
     fiscal year.

                                       21
<PAGE>

Compensation of Directors

The Directors do not receive any compensation for their services.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

On March 5, 1999, the Company's Plan of Reorganization became effective, and all
of the outstanding Common Stock, Preferred Stock, Class A and B Warrants, and
Options were cancelled. The Company's Registration Statement on Form S-1 was
made effective by the SEC on January 19, 2000, and on April 18, 2000, the final
subscription period ended. On or about April 20, 2000, the Company's new Common
Stock shares were distributed.

In accordance with the Plan of Reorganization, the former Debenture holders were
issued, in aggregate, 1.02 million shares of new Common Stock, out of a total of
1.09 million shares issued. Five former Debenture holders received stock in this
distribution. The largest such holder was believed to have held approximately 63
percent of the total outstanding shares, and the second largest holder had
approximately 24 percent of the shares. These former Debenture holders held a
majority ownership in the Company, and gained this position with the
distribution of the new shares in April 2000. The majority owner was notified as
to his new majority position immediately after the end of the final subscription
period, in April 2000.

Effective October 12, 2000, a block of 634,028 shares of the Company's common
stock, equal to approximately 58% of the total shares outstanding, traded in a
private sale between two third parties. The buyer and new majority owner is
Prinova Capital Group, LLC, a New Mexico limited liability company ("Prinova").
Prinova is a private, closely-held company, headquartered in New Mexico. Prinova
has no past or present ties or affiliations to any recent or former shareholder,
director, or officer of the Company.

The following table states certain information concerning stock ownership of all
persons known by the Company to beneficially own five percent or more of the
Company's outstanding Common Stock, as well as holdings of each current
director, and all current directors and executive officers of the Company as a
group, as of June 26, 2001, when the Company had outstanding 1,095,303 issued
and issuable shares of Common Stock (excluding treasury shares, and including
3,250 undistributed shares).

<TABLE>
<CAPTION>
                                           Amount and
       Name and address                    nature of
       of beneficial owner,                beneficial         Percent of
       or identity of group                ownership          class owned
       --------------------                ---------          -----------
       <S>                                 <C>                <C>
       Prinova Capital Group, LLC          634,028            57.88%
       2400 Louisiana Blvd. NE
       Albuquerque, NM
</TABLE>

                                       22
<PAGE>

<TABLE>
       <S>                                            <C>                            <C>
       Vorarlberger Volksbank Reg. Gen.               262,500                        24.0%
       Bahnhofstrasse12
       6900 Bregenz
       Austria

       Entities associated with
       Smith Management, LLC                           53,472                         4.9%
       885 Third Ave., 34/th/ Floor
       New York, NY 10022

       All current directors and executive
       officers as a group                                  -                           0%
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the fiscal year ended March 31, 2001, there was a non-cash loss on the
termination agreement with Nunzio P. DeSantis, the Company's former CEO, of
approximately $117,000, which was primarily due to the cancellation of an
outstanding receivable due under the adversary settlement which was offset in
the termination agreement with the cancellation of DeSantis' claim for
reimbursement of legal expenses.

The only existing related parties as of March 31, 2001, are Vincent Garcia and
Patsy Garcia (husband and wife) who collectively own 100% of Prinova Capital
Group, LLC. Vincent Garcia sits on the Company's Board of Directors at no
expense to the Company. Patsy Garcia serves as the Company's financial analyst
and receives $15 per hour for her services. To defray lease expenses, the
Company subleases office space to Prinova on a month-to-month basis for $3,350
per month. The Company has entered into various agreements with Prinova
Investments, a subsidiary of Prinova Capital Group, LLC, subsequent to year end
to purchase an interest in certain contracts Prinova has with third parties.
These are short-term investments where Prinova has agreed to repurchase the
interest by a certain date in the near future.

                                       23
<PAGE>

                                    PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K.

The following financial statements have been filed with and are included in this
report:

     (a)  (1)  Financial Statements

                  Independent Auditors' Report

                  Consolidated Balance Sheets - March 31, 2001 and 2000

                  Consolidated Statements of Operations - Year ended March 31,
                    2001; Year ended March 31, 2000; Twenty-six days ended March
                    31, 1999; and Eleven-months-and-five days ended March 5,
                    1999.

                  Consolidated Statements of Stockholders' Equity / (Deficit) -
                    Year ended March 31, 2001; Year ended March 31, 2000;
                    Twenty-six days ended March 31, 1999; and Eleven-months-and-
                    five days ended March 5, 1999.

                  Consolidated Statements of Cash Flows - Year ended March 31,
                    2001; Year ended March 31, 2000; Twenty-six days ended March
                    31, 1999; and Eleven-months-and-five days ended March 5,
                    1999.

                  Notes to Consolidated Financial Statements

     (a)  (2)  Financial Statement Schedule

                  Schedule II - Valuation and Qualifying Accounts- March 31,
                  2001, 2000 and 1999.

                  All other schedules have been omitted because they are
                  inapplicable or the information is provided in the financial
                  statements (including the notes thereto) included in this
                  annual report.

     (b)       Reports on Form 8-K
                  Form 8-K filed September 6, 2000**
                  Form 8-K filed October 19, 2000**

3.1    Certificate of Incorporation of CAPX Corporation (prior name of AutoLend
       Group, Inc.), dated October 29, 1991*

3.2    Certificate of Amendment to the Certificate of Incorporation of CAPX
       Corporation, changing name to AutoLend Group, Inc., dated February 6,
       1995*

                                       24
<PAGE>

3.3    By-Laws of CAPX Corporation (prior name of AutoLend Group, Inc.)*

10.1   Lease Agreement for Registrant's Offices at 600 Central SW, Third Floor,
       Albuquerque, New Mexico*

10.2   Assignment to, and Assumption by, Registrant of Lease Agreement for
       Offices at 600 Central SW, Third Floor, Albuquerque, New Mexico*

10.3   Compensatory Letter dated March 30, 1999 from the Registrant to Jeffrey
       Ovington*

21     Subsidiaries of the Registrant*


*  Filed as a corresponding exhibit to Registrant's Annual Report on Form 10-K
for the year ended March 31, 1999.

** Filed as a separate 8-K filing on date indicated.

                                       25
<PAGE>

                                  SIGNATURES


Pursuant to the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereto duly
authorized.

                                             AUTOLEND GROUP, INC.

     Date:                                   By: /s/ John D. Emery
                                                ----------------------
                                                John. D. Emery
                                                Acting President


Pursuant to the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant in the capacities and
on the dates indicated.


     SIGNATURE                         TITLE                DATE
     ---------                         -----                ----

     /s/ John D. Emery                 Acting President     June 28, 2001
     ---------------------------
     John D. Emery

                                       26
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


Annual Financial Statements:
                                                                                                                 Page
                                                                                                                 ----
       <S>                                                                                                       <C>
         Independent Auditors' Report...........................................................................  F-2

         Consolidated Balance Sheets as of March 31, 2001 and March 31, 2000....................................  F-3

         Consolidated Statements of Operations for the Years ended March 31,
                2001 and March 31, 2000; Twenty-six days ended March 31,
                1999; and Eleven-months-and-five days ended March 5, 1999.......................................  F-4

         Consolidated Statements of Stockholders' Equity/(Deficit) for the Years
                ended March 31, 2001 and March 31, 2000; Twenty-six days ended
                March 31, 1999; and Eleven-months-and-five days ended March 5, 1999.............................  F-6

         Consolidated Statements of Cash Flows for the Years ended March 31,
                2001 and March 31, 2000; Twenty-six days ended March 31, 1999;
                and Eleven-months-and-five days ended March 5, 1999.............................................  F-7

         Notes to Consolidated Financial Statements............................................................. F-10

Financial Statement Schedule:

         Schedule II - Valuation and Qualifying Accounts at March 31, 2001, 2000 and 1999.......................  S-1
</TABLE>

                                      F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders of
     AutoLend Group, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of AutoLend Group,
Inc. (a Delaware corporation) and subsidiaries (the "Company"), as of March 31,
2001 and 2000, and the related consolidated statements of operations,
stockholders' equity/(deficit), and cash flows for the years ended March 31,
2001 and March 31, 2000, and for the twenty-six days ended March 31, 1999, and
the eleven months and five days ended March 5, 1999. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audits 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 consolidated
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall consolidated financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
March 31, 2001 and 2000, and the results of its operations and its cash flows
for the years ended March 31, 2001 and March 31, 2000, and for the twenty-six
days ended March 31, 1999, and the eleven months and five days ended March 5,
1999, in conformity with generally accepted accounting principles in the United
States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The related 2001, 2000, and
1999 financial statement schedule on page S-1 is presented for purposes of
additional analysis and is not a required part of the basic consolidated
financial statements. Such information has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements,
and in our opinion, is fairly stated in all material respects in relation to the
basic consolidated financial statements taken as a whole.

The accompanying consolidated financial statements and related financial
statement schedule have been prepared assuming that the Company will continue as
a going concern. The Company has suffered recurring losses from operations and
as a result, its liquidity has been impaired. This raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 3. The consolidated financial statements
and related financial statement schedule do not include any adjustments that
might result from the outcome of this uncertainty.

/s/ Meyners + Company, LLC
Meyners + Company, LLC
Albuquerque, New Mexico
May 31, 2001

                                      F-2
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                          Consolidated Balance Sheets
                            March 31, 2001 and 2000

<TABLE>
<CAPTION>
                                                                              Registrant            Registrant
                                                                                 2001                 2000
                                                                          ------------------    -----------------
<S>                                                                      <C>                   <C>
Assets:
        Cash                                                              $           12,912    $         373,184
        Receivable from officer                                                            -              150,000
        Stock issuance proceeds receivable                                                 -               78,678
        Installment contracts (Loans)/recoveries receivable                                -               35,390
        Other receivables                                                                  -               40,955
        Prepaid expenses                                                                 151               21,456
        Prepaid franchise tax                                                          4,788                    -
                                                                          ------------------    -----------------

             Total current assets                                                     17,851              699,663

        Deposits                                                                      10,000                    -
        Purchased insurance Policies, net                                             52,037               35,678
        Fixed assets, net                                                             31,815               36,840
                                                                          ------------------    -----------------

Total assets                                                              $          111,703    $         772,181
                                                                          ==================    =================
Liabilities:
        Accounts payable - other                                                      17,364               12,073
        Accrued contingent payroll                                                    33,225                    -
        Accrued contingent liabilities                                                68,930               31,888
        Current portion of notes payable to stockholders                             287,949              186,168
        Accrued interest - Note payable to stockholders                               57,432               31,501
                                                                          ------------------    -----------------

             Total current liabilities                                               464,900              261,630

        Long-term portion of notes payable to stockholders                           222,784              324,565
                                                                          ------------------    -----------------

Total liabilities                                                                    687,684              586,195

Stockholders' Equity/(Deficit)
        Common stock, $.002 par value. Authorized
             40,000,000 shares;
             issued and outstanding 1,092,053 shares at
             March 31, 2001; 1,088,803 shares at
             March 31, 2000                                                            2,184                2,177

             issuable 3,250 shares at March 31, 2001, and
             4,875 shares at March 31, 2000                                                6                   10
        Additional paid-in capital                                                   675,068              673,446
        Accumulated deficit                                                       (1,253,239)            (489,647)
                                                                          ------------------    -----------------


             Total stockholders' equity/(deficit)                         $         (575,981)   $         185,986
                                                                          ------------------    -----------------

   Total liabilities and stockholders' equity/(deficit)                   $          111,703    $         772,181
                                                                          ==================    =================
</TABLE>



         See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                          Registrant
                                                                            --------------------------------------
                                                                               Year ended           Year ended
                                                                                March 31,           March 31,
                                                                                  2001                 2000
                                                                            -----------------   ------------------
<S>                                                                         <C>                 <C>
Revenues:
        Revenues from matured insurance policies                            $               -   $           37,500
                                                                            -----------------   ------------------
             Gross revenues                                                                 -               37,500
        Cost of matured insurance policies                                                  -              (32,625)
                                                                            -----------------   ------------------
             Total net revenues                                             $               -   $            4,875

General and administrative expenses                                                  (716,155)          (1,372,402)
(Loss) on termination agreement                                                      (117,500)                   -
                                                                            -----------------   ------------------
        Operating loss                                                      $        (833,655)  $       (1,367,527)
                                                                            -----------------   ------------------
Other income/(expense):
        Interest income:
               Interest income on cash and cash equivalents                             4,862               75,858
               Interest on escrow                                                           -                    -
               NPD, Inc., note receivable interest income accrued                           -                    -
        Other income/(expense)                                                          2,129               45,268
        Rental income                                                                   6,500                    -
        Realized (loss) on sale of securities                                               -                    -
        Interest expense:
               Notes payable discount amortization                                    (25,931)             (31,501)
               Debentures                                                                   -                    -
               NPD, Inc., note payable                                                      -                    -
               Other                                                                      (40)                   -
        Cancellation of Florida tax claim                                                   -              177,876
        Recapture - purchased insurance policies                                       15,649              106,213
        Lease termination expense                                                           -                    -
        Gain on ITB Settlement                                                         10,000                    -
        Write-off fixed assets                                                              -                    -
                                                                            -----------------   ------------------
             Total net other income/(expense)                               $          13,169   $          373,714
                                                                            -----------------   ------------------
        Loss before reorganization costs, bankruptcy court
             settlements, discontinued operations and
             extraordinary items                                                     (820,486)            (993,813)
        Reorganization costs incurred after Chapter 11 proceedings                          -             (189,841)
        Gain on Adversary claim and (loss) on settlement ITB / NPD                          -              451,040
                                                                            -----------------   ------------------
        Loss before discontinued operations, and extraordinary items                 (820,486)            (732,614)

Discontinued operations:
       Income from discontinued operations, net                                        56,894              188,164

Extraordinary items:
        Gain as result of reorganization-debentures                                         -              178,454
                                                                            -----------------   ------------------
        Net income/(loss)                                                   $        (763,592)  $         (365,996)
                                                                            =================   ==================

<CAPTION>
<S>                                                                         <C>                 <C>
                                                                                              |      Predecessor
                                                                            ----------------- | ------------------
                                                                             Twenty-six days  |     11 months &
                                                                                  ended       |    5 days ended
                                                                             March 31, 1999   |   March 5, 1999
                                                                            ----------------- | ------------------
                                                                                              |
Revenues:                                                                                     |
        Revenues from matured insurance policies                            $               - | $          940,228
                                                                            ----------------- | ------------------
             Gross revenues                                                                 - |            940,228
        Cost of matured insurance policies                                                  - |           (692,400)
                                                                            ----------------- | ------------------
             Total net revenues                                             $               - | $          247,828
                                                                                              |
General and administrative expenses                                                   (66,579)|         (1,532,486)
(Loss) on termination agreement                                                             - |                  -
                                                                            ----------------- | ------------------
        Operating loss                                                      $         (66,579)| $       (1,284,658)
                                                                            ----------------- | ------------------
Other income/(expense):                                                                       |
        Interest income:                                                                      |
               Interest income on cash and cash equivalents                            17,810 |             88,134
               Interest on escrow                                                           - |             84,712
               NPD, Inc., note receivable interest income accrued                           - |            278,235
        Other income/(expense)                                                         37,200 |            (51,766)
        Rental income                                                                       - |                  -
        Realized (loss) on sale of securities                                               - |            (25,440)
        Interest expense:                                                                     |
               Notes payable discount amortization                                          - |                  -
               Debentures                                                                   - |           (638,710)
               NPD, Inc., note payable                                                      - |            (38,958)
               Other                                                                        - |                  -
        Cancellation of Florida tax claim                                                   - |                  -
        Recapture - purchased insurance policies                                            - |            536,390
        Lease termination expense                                                           - |            (64,725)
        Gain on ITB Settlement                                                              - |                  -
        Write-off fixed assets                                                              - |             (4,570)
                                                                            ----------------- | ------------------
             Total net other income/(expense)                               $          55,010 | $          163,302
                                                                            ----------------- | ------------------
        Loss before reorganization costs, bankruptcy court                                    |
             settlements, discontinued operations and                                         |
             extraordinary items                                                      (11,569)|         (1,121,356)
        Reorganization costs incurred after Chapter 11 proceedings                   (150,738)|           (340,829)
        Gain on Adversary claim and (loss) on settlement ITB / NPD                          - |         (1,368,117)
                                                                            ----------------- | ------------------
        Loss before discontinued operations, and extraordinary items                 (162,307)|         (2,830,302)
                                                                                              |
Discontinued operations:                                                                      |
       Income from discontinued operations, net                                        38,656 |            336,243
                                                                                              |
Extraordinary items:                                                                          |
        Gain as result of reorganization-debentures                                         - |          5,342,026
                                                                            ----------------- | ------------------
        Net income/(loss)                                                   $        (123,651)| $        2,847,967
                                                                            ================= | ==================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
               Consolidated Statements of Operations - continued

<TABLE>
<CAPTION>
<S>                                                     <C>               <C>                 <C>                  <C>
                                                                                Registrant                       |    Predecessor
                                                        ---------------------------------------------------------| -----------------
                                                          Year ended         Year ended         Twenty-six days  |     11 months &
                                                           March 31,          March 31,             ended        |    5 days ended
                                                             2001               2000            March 31, 1999   |   March 5, 1999
                                                        ---------------   -----------------   ------------------ | ----------------
                                                                                                                 |
Loss per share before discontinued operations and                                                                |
        extraordinary items                                      ($0.75)             ($0.70)              ($0.16)|           ($0.47)
                                                                                                                 |
Discontinued operations:                                                                                         |
        Income from discontinued operations                        0.05                0.18                 0.04 |             0.06
                                                                                                                 |
Extraordinary items:                                                                                             |
        Gain as a result of reorganization-debentures                 -                0.17                    - |             0.88
                                                        ---------------   -----------------   ------------------ | ----------------
                                                                                                                 |
Net income / (loss) per share                                    ($0.70)             ($0.35)              ($0.12)|            $0.47
                                                        ===============   =================   ================== | ================
                                                                                                                 |
                                                                                                                 |
                                                                                                                 |
                                                                                                                 |
Weighted average number of common and common                                                                     |
        equivalent shares issued and outstanding              1,089,345              45,367                    - |        6,079,530
                                                                                                                 |
                                                                                                                 |
Weighted average number of common and                                                                            |
         common equivalent shares issuable                        4,605             996,870            1,040,000 |                -
                                                        ---------------   -----------------   ------------------ | ----------------
                                                                                                                 |
Total weighted average number of common and                                                                      |
       common equivalent shares issued and                                                                       |
       outstanding, and issuable                              1,093,950           1,042,237            1,040,000 |        6,079,530
                                                        ===============   =================   ================== | ================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
           Consolidated Statements of Stockholders' Equity/(Deficit)

<TABLE>
<CAPTION>
                                                   Preferred Stock         Common Stock                       Accumulated
                                                  ------------------  -----------------------
                                                                                               Additional        Other
                                                   # of        $         # of          $         Paid-in      Comprehensive
                                                  Shares    Amount      Shares      Amount       Capital         Income
                                                  --------  --------  -----------  ---------- --------------  -------------
<S>                                               <C>       <C>       <C>          <C>        <C>             <C>
Balance at March 31, 1998                          57,800    $  116    6,079,530    $ 12,158   $ 20,459,946    $  (590,000)

Comprehensive income:
   Net income eleven months and five
   days ended March 5, 1999                             -         -            -           -              -              -
   Other comprehensive income;
      Unrealized loss on marketable securities
      net of reclassification adjustment                -         -            -           -              -        590,000
                                                  --------  --------  -----------  ---------- --------------  -------------
Total Comprehensive income                              -         -            -           -              -        590,000

Retirement of old common and
   preferred stock according
   to the Plan of Reorganization                  (57,800)     (116)  (6,079,530)    (12,158)   (20,459,946)             -
Application of fresh-start                              -         -            -           -              -              -
Issuable new common stock
   according to the Plan of Reorganization              -         -    1,040,000       2,080        690,033              -
                                                  --------  --------  -----------  ---------- --------------  -------------

Balance at March 5, 1999                                -    $    -    1,040,000    $  2,080   $    690,033    $         -

Comprehensive income:
   Net loss for the twenty-six
      days ended March 31, 1999                         -         -            -           -              -              -
                                                  --------  --------  -----------  ---------- --------------  -------------

Balance at March 31, 1999                               -    $    -    1,040,000    $  2,080   $    690,033    $         -

Issuable common stock not issued                        -         -      (25,000)        (50)       (16,587)             -
Issuance of 78,678 shares of new
    common stock at $1.00 per share,
    net of costs                                        -         -       78,678         157              -              -
Comprehensive income:
   Net loss for fiscal year ended March 31, 2000        -         -            -           -              -              -
                                                  --------  --------  -----------  ---------- --------------  -------------

Balance at March 31, 2000                               -    $    -    1,093,678    $  2,187   $    673,446    $         -

Issuance of 1,625 shares of new
    common stock at $1.00 per share                     -         -        1,625           3          1,622              -
Comprehensive income:
   Net loss for fiscal year ended March 31, 2001        -         -            -           -              -              -
                                                  --------  --------  -----------  ---------- --------------  -------------

Balance at March 31, 2001                               -    $    -    1,095,303    $  2,190   $    675,068    $         -
                                                  ========  ========  ===========  ========== ==============  =============

<CAPTION>
                                                    Accumulated
                                                  Equity/(Deficit)     Total
                                                  --------------  ---------------
<S>                                               <C>             <C>
Balance at March 31, 1998                         $ (23,320,187)  $   (3,437,967)

Comprehensive income:
   Net income eleven months and five
   days ended March 5, 1999                           2,847,967        2,847,967
   Other comprehensive income;
      Unrealized loss on marketable securities
      net of reclassification adjustment                      -          590,000
                                                  --------------  ---------------
Total Comprehensive income                            2,847,967        3,437,967

Retirement of old common and
   preferred stock according
   to the Plan of Reorganization                              -      (20,472,220)
Application of fresh-start                           20,472,220       20,472,220
Issuable new common stock
   according to the Plan of Reorganization                    -          692,113
                                                  --------------  ---------------

Balance at March 5, 1999                          $           -   $      692,113

Comprehensive income:
   Net loss for the twenty-six
      days ended March 31, 1999                        (123,651)        (123,651)
                                                  --------------  ---------------

Balance at March 31, 1999                         $    (123,651)  $      568,462

Issuable common stock not issued                              -          (16,637)
Issuance of 78,678 shares of new
    common stock at $1.00 per share,
    net of costs                                              -              157
Comprehensive income:
   Net loss for fiscal year ended March 31, 2000       (365,996)        (365,996)
                                                  --------------  ---------------

Balance at March 31, 2000                         $    (489,647)  $      185,986

Issuance of 1,625 shares of new
    common stock at $1.00 per share                           -            1,625
Comprehensive income:
   Net loss for fiscal year ended March 31, 2001       (763,592)        (763,592)
                                                  --------------  ---------------

Balance at March 31, 2001                         $  (1,253,239)  $     (575,981)
                                                  ==============  ===============
</TABLE>
         See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                        Registrant
                                                               ----------------------------------------------------------
                                                                  Year ended          Year ended        Twenty-six days
                                                                   March 31,           March 31,             ended
                                                                     2001                2000           March 31, 1999
                                                               ------------------  ------------------  ------------------
<S>                                                             <C>                 <C>                 <C>
Cash flow from operating activities:
     Net income/(loss)                                          $       (763,592)  $        (365,996)  $        (123,651)
     Adjustments to reconcile net income / (loss) to net cash
          flow from operating activities:
          Depreciation expense                                            10,562              19,454               1,603
          (Gain) on adversary claim, loss on ITB / NPD settlement              -            (451,040)                  -
          (Gain) as a result of reorganization-debentures                      -            (178,454)                  -
          (Gain) on cancellation of Florida tax claim                          -            (177,876)                  -
          Loan loss recovery, net                                              -            (273,954)            (24,000)
         Loss on termination agreement with former officer               117,500                   -                   -
          Amortization of note discount                                   25,931              31,501                   -
          S-1 Registration costs currently expensed                            -              78,141                   -
          (Gain) on relief of liability                                        -             (27,950)                  -
          Loss on disposal of assets                                           -                   -                   -
          Write-down / (recapture) - purchased insurance policies              -            (106,213)                  -
          Realized loss on sale of IAP, Inc. securities                        -                   -                   -
          (Gain) on sale of assets                                        (1,051)                  -                   -
     Changes in assets and liabilities:
          Prepaid expenses                                                21,305              (4,787)                  -
          Prepaid franchise tax                                           (4,788)                  -                   -
          Accounts receivable-matured insurance policies                       -                   -                (203)
          Installment contracts/recoveries receivable (car loans)         35,390             292,359              29,376
          Other receivables                                               40,955               3,786                   -
          Deposits                                                       (10,000)                  -                   -
          Interest receivable on note receivable - NPD, Inc.                   -                   -                   -
          Purchased insurance policies                                   (16,359)            197,185                   -
          Other assets                                                         -                   -             (38,430)
          Accounts payable and accrued liabilities                        75,558            (549,192)         (1,567,500)
          Accrued interest expense                                             -                   -                   -
                                                               ------------------  ------------------  ------------------
              Cash provided (used) by operating activities     $        (468,589)  $      (1,513,036)  $      (1,722,805)
                                                               ------------------  ------------------  ------------------

Cash flow from investing activities:
     IAP, Inc. securities                                      $               -   $               -   $               -
     Proceeds from former officer                                         27,500                   -                   -
     Proceeds from escrow                                                      -                   -                   -
     Proceeds from ITB/NPD settlement                                          -                   -                   -
     Proceeds from sale of fixed assets                                    1,793                   -                   -
     Purchase of fixed assets                                             (1,279)             (1,053)                  -
                                                               ------------------  ------------------  ------------------
              Cash provided (used) by investing activities     $          28,014   $          (1,053)  $               -
                                                               ------------------  ------------------  ------------------

Cash flow from financing activities:
     Payments to Debenture holders                             $               -   $      (2,894,000)  $               -
     S-1 Registration costs                                                    -            (156,664)                  -
     Proceeds received from stock issuance                                80,303                   -                   -
                                                               ------------------  ------------------  ------------------
              Cash provided (used) by financing activities     $          80,303   $      (3,050,664)  $               -
                                                               ------------------  ------------------  ------------------

Net increase (decrease) in cash and cash equivalents           $        (360,272)  $      (4,564,753)  $      (1,722,805)
Cash at beginning of period                                              373,184           4,937,937           6,660,742
                                                               ------------------  ------------------  ------------------
Cash at end of period                                          $          12,912   $         373,184   $       4,937,937
                                                               ==================  ==================  ==================
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                     <C>
                                                                     |      Predecessor
                                                                     |  ------------------
                                                                     |      11 months &
                                                                     |     5 days ended
                                                                     |     March 5, 1999
                                                                     |  ------------------
Cash flow from operating activities:                                 |
     Net income/(loss)                                               |  $       2,847,967
     Adjustments to reconcile net income / (loss) to net cash        |
          flow from operating activities:                            |
          Depreciation expense                                       |             18,449
          (Gain) on adversary claim, loss on ITB / NPD settlement    |          1,368,117
          (Gain) as a result of reorganization-debentures            |         (5,342,026)
          (Gain) on cancellation of Florida tax claim                |                  -
          Loan loss recovery, net                                    |           (375,000)
         Loss on termination agreement with former officer           |                  -
          Amortization of note discount                              |                  -
          S-1 Registration costs currently expensed                  |                  -
          (Gain) on relief of liability                              |                  -
          Loss on disposal of assets                                 |              4,570
          Write-down / (recapture) - purchased insurance policies    |           (536,390)
          Realized loss on sale of IAP, Inc. securities              |             25,440
          (Gain) on sale of assets                                   |                  -
     Changes in assets and liabilities:                              |
          Prepaid expenses                                           |            150,712
          Prepaid franchise tax                                      |                  -
          Accounts receivable-matured insurance policies             |            739,136
          Installment contracts/recoveries receivable (car loans)    |            612,038
          Other receivables                                          |                  -
          Deposits                                                   |                  -
          Interest receivable on note receivable - NPD, Inc.         |           (216,175)
          Purchased insurance policies                               |                  -
          Other assets                                               |             39,700
          Accounts payable and accrued liabilities                   |            964,740
          Accrued interest expense                                   |            677,668
                                                                     |  ------------------
              Cash provided (used) by operating activities           |  $         978,946
                                                                     |  ------------------
                                                                     |
Cash flow from investing activities:                                 |
     IAP, Inc. securities                                            |          $ 614,560
     Proceeds from former officer                                    |                  -
     Proceeds from escrow                                            |          2,000,000
     Proceeds from ITB/NPD settlement                                |          2,300,000
     Proceeds from sale of fixed assets                              |                  -
     Purchase of fixed assets                                        |             (2,500)
                                                                     |  ------------------
              Cash provided (used) by investing activities           |  $       4,912,060
                                                                     |  ------------------
                                                                     |
Cash flow from financing activities:                                 |
     Payments to Debenture holders                                   |  $               -
     S-1 Registration costs                                          |                  -
     Proceeds received from stock issuance                           |                  -
                                                                     |  ------------------
              Cash provided (used) by financing activities           |  $               -
                                                                     |  ------------------
                                                                     |
Net increase (decrease) in cash and cash equivalents                 |  $       5,891,006
Cash at beginning of period                                          |            769,736
                                                                     |  ------------------
Cash at end of period                                                |  $       6,660,742
                                                                     |  ==================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During the year ended March 31, 2001, the following non-cash investing and
financing activities occurred:

      The Company received furniture and fixtures with an estimated market value
      of $5,000, $27,500 in cash and recognized a $117,500 loss related to the
      cancellation of outstanding amounts due from a former officer as a result
      of the termination agreement with Nunzio P. DeSantis dated September 28,
      2000. There were no non-cash financing activities for the year ended March
      31, 2001.

During the year ended March 31, 2000, the following non-cash investing and
financing activities occurred:

      As the result of the settlement of the adversary claim against Nunzio P.
      DeSantis, the Company cancelled accrued payroll and expenses owed by the
      Company to Mr. DeSantis in the amount of $256,230, and cancelled $7,058 in
      accrued payroll taxes. The Company also acquired from Mr. DeSantis
      furniture and fixtures with an estimated market value of $37,752.
      Additionally, a receivable in the amount of $150,000 was recorded to
      account for the outstanding value of equity securities due to the Company
      by Mr. DeSantis; the transfer of these securities is to be completed by
      July 11, 2000. The net total of the above resulted in a gain on the
      adversary settlement of $451,040.

      At March 31, 2000, the Company had 78,678 shares of Common Stock issued or
      issuable, for which a related receivable of $78,678 was due from the
      transfer agent.

      The Company's former counsel determined that certain debenture claims as
      reported at March 31, 1999 were unable to be substantiated by the
      respective claimants. As a result of the Company's relief from this
      obligation, the Company's accounts payable to debenture holders was
      reduced by $149,250, the notes payable to debenture holders was reduced by
      $12,567, and a corresponding extraordinary gain of $178,454 was
      recognized. Additionally, Common Stock and paid-in capital were reduced by
      $50 and $16,587, respectively.

There were no non-cash investing or financing activities during the twenty-six
days ended March 31, 1999.

During the eleven months and five days ended March 5, 1999, the following
non-cash investing and financing activities occurred:

      The Company converted debentures with a face value of $7,225,000 and
      outstanding interest of $2,375,689 for $3,043,250 cash; uncollateralized
      notes payable at a discounted aggregate value of $523,300; 1,040,000
      issuable shares of Common Stock with an aggregate par value of $2,080; and
      additional paid-in capital of $690,033. This resulted in an extraordinary
      gain as a result of reorganization of $5,342,026.

      The ITB/NPD, Inc. settlement was consummated and the Company received
      $4,446,771 in cash in exchange for the escrow deposit of $2,000,000 and
      interest of $146,771; the note receivable - NPD, Inc. of $3,035,292 and
      interest of $497,450; the ITB Option net of $200,000 holding losses, for
      $425,000; and the note payable - NPD, Inc. of $425,000 and interest of
      $64,625. This resulted in a loss of $1,368,117.

                                      F-8
<PAGE>

      As of March 5, 1999, pursuant to the plan of reorganization, all
      outstanding Common Stock and Preferred Stock, Class A and B Warrants, and
      Options were canceled.


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

There were no cash payments of interest made during the years ended March 31,
2001, 2000 or 1999.

On March 9, 1999, the Company paid $1,525,000 as a result of the Living Benefits
litigation settlement, as approved by the Bankruptcy Court. This payment was
included in the change in accounts payable and accrued liabilities for the
twenty-six days ended March 31, 1999.

                                      F-9
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                         March 31, 2001, 2000 and 1999


The accompanying consolidated financial statements include the accounts of
AutoLend Group, Inc. and its wholly owned subsidiaries, Autolend Corporation,
American Life Resources Group, Inc., and LB NM, Inc. (collectively, the
"Company").

AutoLend Group, Inc. maintains a residual portfolio of sub-prime, consumer
used-car loans (also referred to as installment contract receivables, or the
"Loans") through its wholly owned subsidiary, AutoLend Corporation. AutoLend
Group, Inc. ceased purchasing these Loans in December 1995. On April 1, 2000,
the Company adopted a plan to sell this portfolio and has accounted for the loan
portfolio as a discontinued operation since this date. On April 4, 2001 the loan
portfolio was sold to an unrelated third party for $95,000 (see Note 18). LB NM,
Inc. and American Life Resources Group, Inc., maintain a residual portfolio of
life insurance policies purchased from persons with life-threatening illnesses,
a business generically referred to as viatical settlements (the "Policies").
Policies were no longer purchased after September 1994.

For over three years, the Company's activities have been concentrated on
resolving the recently-concluded bankruptcy, which among other things, included
the filing of a Registration Statement, which was made effective by the SEC on
January 19, 2000. During the fiscal year ended 2001, the Company terminated its
efforts to develop and obtain licensure as a distributor for a new gaming
business as outlined in its Plan of Reorganization. The Company has continued to
collect amounts due from the residual Loan portfolio as well as the residual
Policy portfolio.


(1)    Summary of Significant Accounting Policies

     (a)   Basis of Presentation

     The accompanying consolidated financial statements of the Company have been
     prepared on a going-concern basis, which contemplates the realization of
     assets and the satisfaction of liabilities and commitments in the normal
     course of business (see Note 3).

     As a result of the Company's inability to make repayment on, and resultant
     default on, its Convertible Subordinated Debentures due September 19, 1997
     (the "Debentures"), the Company filed for protection under Chapter 11 of
     the United States Bankruptcy Code in the United States Bankruptcy Court for
     the District of New Mexico (the "Bankruptcy Court") on September 22, 1997.
     The Bankruptcy Court confirmed a Plan of Reorganization (the "Plan"), which
     became effective on March 5, 1999, at which time the Company attained a
     positive net equity, and was no longer classified as a
     "debtor-in-possession." On January 13, 2000, the Bankruptcy Court entered
     its final decree, thereby closing the Company's Chapter 11 case.

     The Company's audited consolidated financial statements as of March 31,
     2001, and the accompanying audited consolidated financial statements as of
     March 31, 2000 and 1999, have been presented in conformity with the
     American Institute of Certified Public Accountants' Statement of Position
     90-7, Financial Reporting by Entities in Reorganization Under the
     Bankruptcy Code.

                                      F-10
<PAGE>

While it was in Chapter 11, the Company (the "Predecessor") adopted fresh-start
reporting and gave effect to its emergence as of March 5, 1999. Under fresh-
start accounting, all assets and liabilities are restated to reflect their
reorganized value, which approximates fair value. Since fresh-start reporting
has been reflected in the accompanying consolidated financial statements as of
March 31, 1999, and are those of a reorganized entity, certain material aspects
of these financial statements are not comparable to such statements of any prior
period. A "black line" has been drawn between the Registrant's financial
statements and those of the Predecessor.

The following journal entries record the provisions of the Plan and adoption of
fresh-start accounting:

<TABLE>
<CAPTION>

                                                                              Debit                  Credit
                                                                              -----                  ------
<S>                                                                        <C>                  <C>
a)   Entry to record ITB and NPD settlement:
     Cash and cash equivalents                                             $ 4,446,771          $            -
     Escrow deposit                                                                  -               2,000,000
     Interest on escrow deposit                                                      -                 146,771
     Note receivable-NPD, Inc.                                                       -               3,035,292
     Interest receivable on note receivable-NPD, Inc.                                -                 497,450
     ITB Option                                                                      -                 425,000
     NPD note                                                                  425,000                       -
     Accrued interest-NPD, Inc.                                                 64,625                       -
     Unrealized holding loss                                                         -                 200,000
     Loss on settlement ITB/NPD, Inc.                                        1,368,117                       -

b)   Entry to record debt forgiveness:
     Convertible subordinated debentures                                     7,225,000                       -
     Accrued interest expense on debentures (pre-petition)                   1,372,819                       -
     Accrued interest expense on debentures (post-petition)                  1,002,870                       -
     Accounts payable-debenture holders                                              -               3,043,250
     Note to debenture holders                                                       -                 523,300
     Common stock (.002) par 1,040,000 shares issuable                               -                   2,080
     Additional paid-in capital                                                      -                 690,033
     Gain as result of reorganization-debentures                                     -               5,342,026

c)   Entry to record fresh-start accounting:
     Common stock (.002) par 6,079,500 shares                                   12,158                       -
     Preferred stock (.002) par 57,800 shares                                      116                       -
     Additional paid-in capital                                             20,459,946                       -
     Accumulated deficit                                                             -              20,472,220

d)   Reclassification of confirmed liabilities:
     Accrued liabilities subject to compromise                                 162,876                       -
     Accrued liabilities not subject to compromise                                   -                 162,876
</TABLE>

                                      F-11
<PAGE>

The effect of the Plan on the Company's balance sheet as of March 5, 1999 was as
follows:


               REORGANIZED AUTOLEND GROUP, INC. AND SUBSIDIARIES
                      Proforma Consolidated Balance Sheet
                                 March 5, 1999


<TABLE>
<CAPTION>
                                                                            Reorganization              Fresh       Reorganized
                                                           Preconfirmation    Adjustments               Start         Company
                                                           ---------------  -------------          -------------   ------------
<S>                                                        <C>              <C>                    <C>             <C>
Assets:
  Cash and cash equivalents                                $    2,213,971   $   4,446,771  (a)     $           -   $  6,660,742
  Prepaid expenses                                                 16,669               -                      -         16,669
  Installment contracts receivable (Loans)                         59,171               -                      -         59,171
  ITB Option, net                                                 425,000        (425,000) (a)                 -              -
  Escrow deposit                                                2,000,000      (2,000,000) (a)                 -              -
  Interest on escrow deposit                                      146,771        (146,771) (a)                 -              -
  Note receivable - NPD, Inc.                                   3,035,292      (3,035,292) (a)                 -              -
  Interest receivable on note receivable - NPD, Inc.              497,450        (497,450) (a)                 -              -
  Purchased insurance policies, net                               126,447               -                      -        126,447
  Fixed assets, net                                                19,092               -                      -         19,092
  Other receivables                                                 6,311               -                      -          6,311
                                                           --------------   -------------          -------------   ------------
    Total assets                                           $    8,546,174   $  (1,657,742)         $           -   $  6,888,432
                                                           ==============   =============          =============   ============

Liabilities:
  Liabilities subject to compromise:
    Accounts payable                                       $       97,079   $           -          $           -   $     97,079
    Accrued liabilities                                           162,876        (162,876) (d)                 -              -
    Accrued interest expensed on debentures (pre-petition)      1,372,819      (1,372,819) (b)                 -              -
    Convertible subordinated debentures at face value           7,225,000      (7,225,000) (b)                 -              -
    Allowance for estimated legal fees and settlement costs     1,525,000               -                      -      1,525,000
                                                           --------------   -------------          -------------   ------------
  Total liabilities subject to compromise                      10,382,774      (8,760,695)                     -      1,622,079
                                                           --------------   -------------          -------------   ------------

  Liabilities not subject to compromise:
    Accounts payable                                              159,685               -                      -        159,685
    Accounts payable - debenture holders                                -       3,043,250  (b)                 -      3,043,250
    Contingent liabilities - reorganization                       205,304               -                      -        205,304
    Accrued liabilities                                           479,825         162,876  (d)                 -        642,701
    Accrued interest  expense on debentures (post-petition)     1,002,870      (1,002,870) (b)                 -              -
    Note to debenture holders                                           -         523,300  (b)                 -        523,300
    NPD, Inc. note                                                425,000        (425,000) (a)                 -              -
    Accrued interest - NPD, Inc.                                   64,625         (64,625) (a)                 -              -
                                                           --------------   -------------          -------------   ------------
  Total liabilities not subject to compromise                   2,337,309       2,236,931                      -      4,574,240
                                                           --------------   -------------          -------------   ------------
    Total liabilities                                      $   12,720,083   $  (6,523,764)         $           -   $  6,196,319
                                                           ==============   =============          =============   ============

Stockholders' Equity/(Deficit):
  Preferred stock, $.002 par value. Authorized 5,000,000
    shares; 57,800 issued and outstanding                  $          116   $           -          $        (116)  $          -
  Common stock, $.002 par value. Authorized 40,000,000
    shares; 6,079,530 issued                                       12,158               -                (12,158)             -
  Common stock $.002 par value. Authorized 40,000,000
    shares; 1,040,000 issuable                                          -           2,080  (b)                 -          2,080
  Additional paid-in capital                                   20,459,946         690,033  (b)       (20,459,946)       690,033
  Unrealized holding loss                                        (200,000)        200,000  (a)                 -              -
  Accumulated deficit                                         (24,446,129)      3,973,909  (a)(b)     20,472,220              -
                                                           --------------   -------------          -------------   ------------
    Total stockholders' equity/(deficit)                   $   (4,173,909)  $   4,866,022          $           -   $    692,113
                                                           --------------   -------------          -------------   ------------
  Total liabilities and stockholders' equity/(deficit)     $    8,546,174   $  (1,657,742)         $           -   $  6,888,432
                                                           ==============   =============          =============   ============
</TABLE>


                                      F-12
<PAGE>

     (b)  Basis of Accounting and Consolidation Policy

     The Company's consolidated financial statements have been prepared on the
     accrual basis of accounting. Intercompany transactions and balances have
     been eliminated in consolidation.

     (c)  Revenue Recognition

     Installment Contract Receivables: Revenues from finance charges on
     installment contract receivables (used-car Loans) were recognized when
     earned and were based on the difference between gross cash flow from an
     installment contract receivable and the total amount paid by the Company to
     acquire the contracts. Loan discounts were recorded as unearned income at
     the time of initial investment in a loan contract and were amortized over
     the life of the loan to revenue. Loan costs were amortized against revenue
     as an adjustment of yield. The accrual of interest revenue on receivable
     balances (recognition of revenue) was suspended when a loan was delinquent
     for 30 days or more. The accrual was resumed when the loan became
     contractually current and past-due interest revenue was then recognized.
     The Company initially performed, in house, all functions associated with
     origination, servicing, and collection of the contracts; however, since
     January 1996, the Company has used an outside contractor to service the
     Loans.

     Allowance for Credit Losses - Installment Contract Receivables: Due to
     fresh-start accounting, there is no allowance for credit losses at March
     31, 1999. As of March 31, 2000, management believes that the value of the
     receivables as presented is fully collectable, and has, accordingly, not
     provided for an allowance against the amounts. Prior to March 5, 1999 (the
     date of the adoption of fresh start accounting), an allowance for credit
     losses was maintained at a level, which, in management's judgment, was
     adequate to absorb credit losses inherent in the Loan portfolio. The amount
     of the allowance was based on management's evaluation of the collectibility
     of the Loan portfolio, including the nature of the portfolio and specific
     impaired Loans. Allowances for impaired Loans were generally determined
     based on aging, collateral values, or present value of estimated cash
     flows. The allowance for credit losses was established through provisions
     charged to income and was based on management's evaluation of potential
     losses after considering such factors as current delinquency data, changes
     in the Loan portfolio, and other pertinent factors. Charge-offs were
     recorded against the allowance when management believed that the
     collectibility of the principal was unlikely.

     Purchased Insurance Policies: Revenue and cost of revenue are recognized
     upon the maturity of a policy (death of the insured). Unmatured Policies
     are carried, at estimated market value, as an investment asset. The cost of
     a Policy includes the initial purchase price, insurance premiums, and other
     direct expenditures paid by the Company for the purchase and maintenance of
     the Policy. Revenues are accounted for as "Gross Revenues" (i.e., before
     deduction of costs) and as "Net Revenues" (after deduction of costs). Net
     Revenues are combined with revenues from other business operations in
     calculating the Company's "Total Net Revenues." The ability to recognize
     matured policy revenue during the period in which a Policy matures depends
     on the Company's receiving notification of its maturity from a
     representative of the insured. In some instances, notification may not
     occur until significantly after the insured's death and after the
     consolidated financial statements have been finalized for the period in
     which the Policy matured. To the extent Policy maturities cannot be
     recorded in the period the Policy matures, the revenue and cost related to
     the maturity are recognized in the consolidated statement of operations
     after the maturity of the Policy.

                                     F-13
<PAGE>

     Allowance for Credit Losses - Purchased Insurance Policies: Due to
     fresh-start accounting, there is no allowance for credit losses at March
     31, 1999. As of March 31, 2001 and 2000, management believes that the value
     reflected for the outstanding Policies is fully collectable, and has,
     accordingly, not provided for an allowance against these amounts. Prior to
     March 5, 1999 (the date of the adoption of fresh start accounting), an
     allowance was established through provisions charged to income and was
     based on management's evaluation of potential losses after consideration of
     present value of the face value of the Policy less the present value of any
     future obligations relating to the Policy. Charge-offs were recorded
     against the allowance when management believed that the collectibility of
     the Policy was unlikely.

     (d)  Income Taxes

     The Company calculates income taxes using the asset and liability method
     prescribed by Financial Accounting Standards Board Statement No. 109 -
     Accounting for Income Taxes. Under the asset and liability method, deferred
     tax assets and liabilities are recognized for the future tax consequences
     attributable to differences between the financial statement carrying
     amounts of existing assets and liabilities and their respective tax bases.
     Deferred tax assets and liabilities are measured using enacted tax rates
     expected to apply to taxable income in the years in which those temporary
     differences are expected to be recovered or settled. The Company, based on
     the weight of the available evidence, provides an offsetting valuation
     allowance against deferred tax assets to the extent it determines that it
     is more likely than not that some portion of the deferred tax assets will
     not be realizable.

     (e)  Fair Value of Financial Instruments

     The Company's financial instruments include cash, purchased Policies,
     accounts payable, accrued liabilities, and notes payable. The fair values
     of these financial instruments have been determined using available market
     information and interest rates as of March 31, 2001. All of the Company's
     financial instruments are held for non-trading purposes.

     (f)  Earnings per Share

     Primary earnings per share amounts are computed based on: the weighted
     average number of shares issuable and outstanding for the fiscal year ended
     March 31, 2001, which were 1,093,950; on the weighted average number of
     shares issuable and outstanding March 31, 2000, which were 1,042,237; on
     the weighted average number of shares issuable for the twenty-six days
     ended March 31, 1999, which were 1,040,000; and on the weighted average
     number of shares outstanding for the eleven months and five days ended
     March 5, 1999, which were 6,079,530. There were no Options or Warrants
     outstanding at March 31, 2001, 2000 or 1999. Fully diluted earnings per
     share amounts computed based on the weighted average number of shares
     issuable, subscribed for, and outstanding for 2001, 2000, and 1999 are not
     presented because they do not differ significantly from primary earnings
     per share, and they would be anti-dilutive.

     (g)  Use of Estimates

     The preparation of the Company's consolidated financial statements conforms
     with generally accepted accounting principles, and requires management to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities, the disclosure of contingent assets and liabilities

                                     F-14
<PAGE>

     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.

     (h)  Reclassifications

     Certain amounts have been reclassified for 1999 and 2000, in order to
     conform with classifications for 2001.

(2)  Voluntary Bankruptcy and Plan of Reorganization

As a result of the Company's inability to make repayment on, and resultant
default on, its outstanding Debentures due September 19, 1997, the Company filed
for protection under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the District of New Mexico (the "Bankruptcy
Court") on September 22, 1997. The Company's Disclosure Statement was approved
by the Bankruptcy Court in September 1998 and, together with its Plan of
Reorganization (jointly, the "Plan"), was mailed to creditors and other interest
holders in October 1998. They approved the Plan and the Bankruptcy Court
confirmed the Plan, which became effective on March 5, 1999. Under Chapter 11,
claims against the Company in existence before the filing of the bankruptcy
petition have now been resolved. On the Plan's effective date of March 5, 1999,
the Company attained a positive net equity, and was no longer classified as a
"debtor-in-possession." The Plan becoming effective also resulted in the
cancellation (effective on the same day) of the Company's debts and common
stock, and giving certain substitute rights under the Plan to creditors and to
the Company's cancelled shares of stock.

Over two years after the filing of the voluntary reorganization petition, on
January 13, 2000, the Bankruptcy Court entered its final decree, thereby closing
the Company's Chapter 11 case. In connection with the resolution of the
bankruptcy, unsecured creditors have received payments for 100% of their allowed
claims. Qualified former Debenture holders have received, in aggregate, $2.9
million in cash payments, as well as stock in the reorganized Company, and other
consideration. When the old common stock was cancelled as required by the
creditor-approved Plan of Reorganization, holders of the old common stock were
provided an opportunity to subscribe in the offering of new stock which formed
the new ownership of the Company. Since this offering was not open to anyone not
holding old cancelled shares, outsiders had to purchase cancelled shares if they
wished to participate; this feature allowed holders of the cancelled shares the
opportunity to sell the shares if they did not wish to subscribe. The
subscription was concluded on April 18, 2000, thereby establishing the new
ownership of the Company.


(3)  Going Concern

The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. Realization of a major portion
of the assets is dependent upon the Company's ability to meet its future capital
and financing requirements and the success of future operations. During the
fiscal year ended March 31, 2001, the Company suffered recurring losses from
operations that has raised substantial doubt about its ability to continue as a
going concern. As a result of the Company's economic condition and the legal
opinion of the Company's former counsel, the first $0.1 million notes payable
payments were not made as originally scheduled, and as of the date of this
filing, have not been made. Additionally, the

                                     F-15
<PAGE>

second $0.1 million notes payable payments were not made as originally
scheduled, and as of the date of this filing, have not been made. The Company's
immediate viability as a going concern depends upon the successful installation
of a new line of business and the attainment of profitability.

During June 2000, the Company terminated its proposed Plan to develop a new
business, which would provide gaming devices and machines to certain non-profit
organizations in New Mexico. As a result, the Company must now find some other
business to enter, or else be acquired, merge, or possibly liquidate and close.

At March 31, 2001, the Company had cash and cash equivalents of $13,000 and a
negative net equity of $567,000. The equity is exclusive of any remaining
amounts due pursuant to the Albuquerque office lease obligation, which
approximated $380,000 at March 31, 2001. The Company believes that it presently
has insufficient cash necessary to meet its daily operating requirements without
regard to its notes payable obligations, through the fiscal year ending March
31, 2002. The Company is not likely to be able to secure and install a new,
profitable line of business before it runs out of cash. Thus, the Company will
likely have to either be acquired, merge, or liquidate. Without either an
infusion of capital, and / or the sale or realization of assets for cash at
greater than net book value, the Company may not be able to meet all its present
obligations. These factors raise substantial doubt about the Company's ability
to continue as a going concern.

The Company is exploring various strategic options and financial opportunities
including the purchase of certain operating assets of Prinova Capital Group, LLC
(Prinova). Prinova is a New Mexico limited liability company. Prinova is a
private, closely-held financial services company, headquartered in Albuquerque,
New Mexico. Prinova has no past or present ties or affiliations to any recent or
former shareholder, director, or officer of the Company.


(4)  Change in Control

Effective September 28, 2000, through an executed agreement between the Company
and its former CEO, Nuzio P. DeSantis, Mr. DeSantis resigned as an employee and
officer and in all other capacities, and is no longer affiliated with, or
associates in any manner with, the Company. The agreement provided for, among
other things, the settlement of all past, present, and future claims by Mr.
DeSantis against the Company (including the claim with respect to the
reimbursement for legal fees of $123,000 or more); the cancellation of the debt
owed to the Company by Mr. DeSantis of $150,000; the transfer to the Company of
certain items of furniture; and the payment to the Company by Mr. DeSantis of a
certain sum of cash upon execution. Mr. DeSantis had previously resigned from
the Company's Board of Directors effective May 1, 2000 and has held no shares in
the Company since March 5, 1999. The agreement further provides that Mr.
DeSantis henceforth shall not acquire, possess, or assert, directly or
indirectly, any interest of any kind in the Company.

Effective October 12, 2000, a block of 634,028 shares of the Company's common
stock, equal to approximately 58% of the total shares outstanding, changed hands
in a private sale between two third parties. The buyer and new majority owner is
Prinova Capital Group, LLC, a New Mexico limited liability company ("Prinova").
Prinova is a private, closely-held company, headquartered in New Mexico. Prinova
has no past or present ties or affiliations to any recent or former shareholder,
director, or officer of the Company.

                                     F-16
<PAGE>

(5)  Debentures and Exchange Offer

On October 22, 1996, the Company initiated its offer to exchange Common Stock,
$.002 par value per share ("Common Stock"), and 14% cumulative convertible
Preferred Stock, $.002 par value per share ("Preferred Stock"), for its
outstanding Debentures ("Exchange Offer"). On April 8, 1997, the Exchange Offer
expired, and the Company issued an aggregate of 1.4 million shares of its Common
Stock and 57,800 shares of its Preferred Stock in exchange for $7.2 million in
principal amount of Debentures. Pursuant to the Exchange Offer, the Company
issued 855,205 shares of Common Stock valued at $0.5625 per share and 57,800
shares of its Preferred Stock valued at $100 per share in excess of the original
conversion privilege offered by these Debentures. As a result, during the year
ended March 31, 1998, the Company recorded a non-cash transaction: a conversion
charge of $6.3 million, an increase to additional paid-in capital of $14.5
million, and an increase in the Common Stock of $2,889 and Preferred Stock of
$116. In addition, accrued interest on the Debentures, totaling $1.1 million,
was canceled.

As a result of the Exchange Offer and the subsequent Debenture repurchases, the
balance of Debentures and interest on March 31, 1998, were $7.2 million in
principal and $1.7 million in interest. All outstanding principal became due on
the remaining Debentures on September 19, 1997; however, this payment was not
made. Effective March 5, 1999, in conjunction with the Company's Plan, all
remaining Debentures, and any interest accrued thereon, were canceled.


(6)  Related Party Transactions

Termination of Option to Purchase ITB Shares. In January 1999, the Company
settled litigation (which settlement was approved by the Bankruptcy Court) that
involved an option the Company had purchased pursuant to a related loan
transaction. The option was for the potential acquisition of up to approximately
25% ownership equity in International Thoroughbred Breeders, Inc. ("ITB"). In
consideration for this option the Company paid $0.2 million in cash and issued a
contingent promissory note payable. The Company acquired this option in 1997
from NPD, Inc. ("NPD"), which is majority-owned by Nunzio DeSantis, the
Company's former Chief Executive Officer and former Chairman of the Board (who
was also Chairman of NPD). Also covered in the settlement were transactions
related to the option purchase, wherein the Company had loaned $3.0 million to
NPD, and had deposited $2.0 million in an escrow account.

On January 29, 1999, in connection with the settlement, the Company received
$4,446,771 in cash from third parties (including ITB), and the option was
cancelled, as were the contingent note payable to NPD and the loan receivable
from NPD. The Company also assumed an office lease pursuant to this settlement
(see Note 17). The Company's receipt of these funds represents the return of the
escrow deposit (plus interest) and repayment to the Company of $2.3 million
against the Company's $3.0 million (principal) loan to NPD (which loan had
accrued interest outstanding of $0.5 million). The option itself, which the
Company held for approximately a year, was then expensed for $0.2 million. In
total, the Company recognized a loss associated with these events of
approximately $1.4 million for the fiscal year ended March 31, 1999. This loss
was later partially offset by a $0.5 million gain from the settlement of a
related adversary litigation (see below).

                                     F-17
<PAGE>

AutoLend Group, Inc. v. Nunzio P. DeSantis. On July 14, 1998, the Company filed
an adversary claim against Nunzio P. DeSantis to recover certain payments made
to him and for indemnity. The Bankruptcy Court approved a Motion to Approve
Compromise to resolve the adversary claim, and the Court's order became final on
July 26, 1999. However, on September 27, 1999, a motion was filed to set aside
the Court's approval of this previously finalized settlement. A hearing on the
motion was held, and then on December 15, 1999, the court granted the motion.
Thereafter, the Company, the U.S. Trustee, and Mr. DeSantis reached an agreement
to settle the adversary proceeding, which was then approved by a Court order
dated January 7, 2000. The final agreement contained most of the same terms and
had the same total net effect to the Company as the earlier agreement.
Management has determined that the total net effect of this adversary settlement
results in an approximate $0.5 million increase in the Company's net equity. The
settlement provides for cancellation of debts owed by the Company to Mr.
DeSantis of $256,230; the contribution to the Company by Mr. DeSantis of
substantial furniture, equipment, and leasehold improvements; the transfer, by
July 11, 2000, of equity securities with a value of at least $150,000 by Mr.
DeSantis to the Company; and the agreement by Mr. DeSantis to convey any
proceeds received by him under any sale of the former El Rancho Hotel property
in Las Vegas, Nevada, to the Company. (See Note 17 regarding the sale of this
property by ITB on May 22, 2000.)

Transactions with Prinova Capital Group, LLC. The Company subleases office space
to Prinova Capital Group, LLC on a month-to-month basis for $3,250 per month
(see Note 17). In conjunction with the private purchase of the 634,028 shares of
the Company's common stock on October 12, 2000, Prinova Capital Group, LLC
acquired all the seller's rights under the 5-year, uncollateralized,
non-interest bearing debt obligations of the Company having a face value of
$412,500 (see Note 17). The Company has entered into various agreements with
Prinova Investments, a subsidiary of Prinova Capital Group, LLC, subsequent to
year end to purchase an interest in certain contracts Prinova has with third
parties. These are short-term investments where Prinova has agreed to repurchase
the interest by a certain date in the near future.


(7)  Preferred Stock

Under the Plan of Reorganization, the Preferred Stock and any associated
dividends were cancelled in exchange for certain rights to purchase new Common
Stock in the reorganized Company (see Note 2), which rights expired on March 18,
2000. There are five million shares of ($.002 par) Preferred Stock authorized in
the Company's Bylaws, but none of these are presently outstanding. Dividends
must be paid on any Preferred Stock before any dividends can be paid on Common
Stock.


(8)  Installment Contract Receivables

At March 31, 2001 and 2000, installment contract receivables (used-car Loans)
were zero and $35,390, respectively.

                                     F-18
<PAGE>

A summary of the allowance for credit losses on the installment contract
receivable (Loans) is as follows:


<TABLE>
<CAPTION>
<S>                                                <C>              <C>              <C>                  <C>
                                                                                                        | 11 months &
                                                     Year ended       Year ended      Twenty-six days   | 5 days ended
                                                     March 31,        March 31,            ended        |   March 5,
                                                        2001             2000         March 31, 1999    |     1999
                                                   ---------------  ---------------  ------------------ | ---------------
Balance - beginning of period                         $         -     $          -       $           -  |   $    187,669
Provision for losses, net of recoveries                  (109,117)        (273,954)            (24,000) |       (375,000)
Charge offs and adjustments                               109,117          273,954              24,000  |        264,748
                                                   ---------------  ---------------  ------------------ | ---------------
Balance - end of period                               $         -     $          -       $           -  |   $     77,417
                                                   ===============  ===============  ================== | ===============

</TABLE>

(1)   In connection with the adoption of fresh-start accounting, the allowance
      for credit losses of $77,417 was reduced to zero at March 5, 1999.


(9)      Purchased Insurance Policies

At March 31, 2001 and 2000, the face values of the policies held were $366,044.
The book value of these policies at March 31, 2001 and 2000 was $52,037 and
$35,678, respectively. A summary of the allowance for credit losses on the
purchased insurance policies is as follows:


<TABLE>
<CAPTION>
<S>                                                <C>               <C>             <C>                  <C>
           Allowance for credit losses                                                                  |  11 months &
         on purchased insurance policies             Year ended        Year ended      Twenty-six days  | 5 days ended
         --------------------------------                                                               |
                                                     March 31,         March 31,           ended        |   March 5,
                                                        2001              2000        March 31, 1999    |     1999
                                                   ---------------   --------------- ------------------ |----------------
                                                                                                        |
Balance - beginning of period                         $         -     $           -      $           -  |   $  1,057,072
Provision for recoveries, write-downs                                                                   |
     and valuation allowance                                    -                 -                  -  |       (544,511)
                                                   ---------------   --------------- ------------------ |----------------
Balance - end of period                               $         -     $           -      $           -  |   $    512,561
                                                   ===============   =============== ================== |================
</TABLE>


(1)   In connection with the adoption of fresh-start accounting, the allowance
      for credit losses of $512,561 was reduced, against the carrying cost of
      the purchased insurance policies, to zero at March 5, 1999.


(10)     Securities

No securities were classified as trading or held-to-maturity at March 31, 2001,
2000 or 1999, nor were there any securities held as available-for-sale at March
31, 2001, 2000 or 1999.

The stock option was cancelled on March 5, 1999 (see Note 5), resulting in a
realized loss of $200,000. On September 30, 1998, the IAP stock was redeemed for
$614,560 resulting in a realized loss of $25,440.

                                      F-19
<PAGE>

(11)
         Comprehensive Income

Comprehensive income is the total of net income plus all other changes in net
assets arising from non-owner sources. "All other changes in net assets arising
from non-owner sources" are referred to as "other comprehensive income." The
Company's "other comprehensive income" is specifically comprised of the
following:


<TABLE>
<CAPTION>
<S>                                     <C>           <C>              <C>               <C>
                                         Year ended     Year ended    Twenty-six days  | 11 months &
                                         March 31,       March 31,         ended       | 5 days ended
                                            2001           2000        March 31, 1999  | March 5, 1999
                                        ------------- ---------------- --------------- |---------------
Unrealized loss on securities:                                                         |
   Loss arising during year               $        -    $           -     $         -  | $         -
   Less reclassification adjustment for                                                |
      losses included in net income                -                -               -  |     590,000
                                        ------------- ---------------- --------------- | ------------
   Net loss recognized in other                                                        |
     comprehensive income                          -                -               -  |     590,000
                                        ------------- ---------------- --------------- | ------------
Other comprehensive income                $        -    $           -     $         -  | $   590,000
                                        ============= ================ =============== | ============

</TABLE>

An analysis of changes in components of accumulated other comprehensive income
is presented in the consolidated statement of stockholders'equity/(deficit).


(12)     Fixed Assets

In conjunction with fresh-start accounting, furniture and fixtures as well as
computers and software were stated at their estimated fair value at March 5,
1999, and therefore, accumulated depreciation was reduced to zero at that time.
Depreciation is computed by using the straight-line method over five years, the
estimated useful life of the asset(s). A summary of fixed assets and accumulated
depreciation recorded for the fiscal years ended March 31, 2001 and 2000 is as
follows:

<TABLE>
<CAPTION>
                                             2001            2000
                                         --------------  --------------
<S>                                      <C>             <C>
Furniture and fixtures                        $ 46,705        $ 41,406
Computers and software                           9,486          16,491
                                         --------------  --------------
Gross book value                                56,191          57,897
Less:  accumulated depreciation                (24,376)        (21,057)
                                         --------------  --------------
   Total net book value                       $ 31,815        $ 36,840
                                         ==============  ==============
</TABLE>

(13)     Franchise Taxes

During the fiscal year ended 2001, the Company learned that its Delaware charter
had been previously "voided" during March 1999 for failure to pay approximately
$4,800 in past due Franchise Tax obligations related to 1997 and 1998. In
February 2001, the Company applied for revival of their Delaware Charter, which
was previously voided. On May 31, 2001, the Company's Delaware Charter was
reinstated effective as of the date the Company had previously lost its status.
The Company's next Franchise Tax return is due in March 2002. As of March 31,
2001, the Company prepaid its Delaware Franchise tax obligation by approximately
$4,800.

                                      F-20
<PAGE>

(14)     Income Taxes

A reconciliation of the Company's actual income tax (benefit) / expense to that
computed using the United States federal statutory rate of 34% is as follows:

<TABLE>
<CAPTION>
<S>                                               <C>              <C>              <C>               <C>
                                                    Year ended       Year ended     Twenty-six days |  11 months and
                                                    March 31,        March 31,          ended       |  5 days ended
                                                       2001             2000        March 31, 1999  |  March 5, 1999
                                                  ---------------  ---------------  --------------- |  --------------
Computed "expected" tax (benefit) expense            $  (259,621)       $ 124,439       $  (42,042) |   $ 1,023,687
Increase (decrease) in income taxes resulting                                                       |
from:                                                                                               |
    Non-deductible (includable) debt to stock                                                       |
    conversion                                                 -                -                -  |    (1,816,289)
    Change in valulation allowances                    3,450,928         (200,593)         (15,500) |      (207,119)
    Other                                                    (55)         (51,978)           4,035  |        53,615
    Net operating loss carryforward                   (3,191,252)         128,132           53,507  |       946,106
                                                  ---------------  ---------------  --------------- | --------------
Total income tax expense                             $         -        $       -       $        -  |   $         -
                                                  ===============  ===============  =============== | ==============

</TABLE>


The tax effects of temporary differences that give rise to deferred tax
liabilities at March 31, 2001 and 2000 are presented as follows:

<TABLE>
<CAPTION>
                                                           2001               2000
                                                      ----------------  -----------------
<S>                                                   <C>               <C>
Deferred tax assets:
      Capital loss carryover                              $   515,076      $     395,211
      Net operating loss                                      191,137          3,761,911
      Other                                                     1,182              1,200
                                                      ----------------  -----------------
      Subtotal:  gross deferred tax assets                $   707,395      $   4,158,322
                                                      ----------------  -----------------

Deferred tax liabilities:
      Other                                                         -                  -
                                                      ----------------  -----------------
      Subtotal:  gross deferred tax liabilities           $         -      $           -
                                                      ----------------  -----------------

Net deferred tax asset, before valuation
      allowance                                           $   707,395      $   4,158,322
Valuation allowance for deferred tax  assets                 (707,395)        (4,158,322)
                                                      ----------------  -----------------
Total net deferred tax  asset                             $         -      $           -
                                                      ================  =================

</TABLE>

It was determined that it is more likely than not that the deferred tax asset
will not be realized, therefore, the net deferred tax asset was fully allowed
for as of March 31, 2001 and 2000.

                                      F-21
<PAGE>

(15)   Net Operating Loss Carryforwards

As of March 31, 2001, the Company had available unused capital loss
carryforwards and operating loss carryforwards that may provide future tax
benefits, which expire as follows:

<TABLE>
<CAPTION>
                           Unused Capital         Federal Unused Net         State Unused Net
     Year of                    Loss                Operating Loss            Operating Loss
   Expiration               Carryforwards           Carryforwards              Carryforwards
----------------------   ---------------------  ------------------------   --------------------
<S>                      <C>                    <C>                        <C>
     2002                $       1,023,000      $                  -       $              3,000
     2003                                -                         -                      7,000
     2004                          186,000                         -                     10,000
     2005                          126,000                         -                     12,000
     2006                                -                         -                    321,000
     2012                                -                    35,000                          -
     2013                                -                    39,000                          -
     2019                                -                    58,000                          -
     2020                                -                    61,000                          -
     2021                                -                   321,000                          -
                         -----------------      --------------------       --------------------
     Total               $       1,335,000      $            514,000       $            353,000
                         =================      ====================       ====================
</TABLE>

Capital loss carryforwards arise due to losses incurred on the disposal of
capital assets and may be used to offset future capital gains associated with
the disposal of capital assets (but may not be used to offset ordinary income).
Net operating loss carryforwards are the result of prior (and current) years'
operations, which had recorded a net loss in terms of income tax computations.
In general, operating loss carryforwards can be used to offset future operating
profits, thus negating the necessity to pay corresponding future income taxes
(until the loss carryforwards become used up or expire). Any such future
operating profits (which might realize these tax benefits) could be derived
internally, or could be derived from acquiring additional assets, or from the
purchase of another qualified business entity through the acquisition of its
stock. In the current year a substantial change in ownership occurred that
resulted in a reduction of net operating loss tax benefit. The federal net
operating loss was reduced by $10,828,000 and the state net operating loss was
reduced by $11,835,000. Other limiting factors may also apply.

At a combined federal and state corporate statutory tax rate of 38.8%, the
remaining losses can, in a valid situation, result in the cancellation of a
requirement to pay approximately $200,000 in federal and state income taxes,
either immediately in one year or spread out until their expiration dates. The
requirements to utilize such loss carryforwards are strict and the possibilities
for usage are limited.

(16)  Stockholders' Equity

On July 31, 1990, the Company made an initial public offering, which raised net
proceeds of approximately $7.6 million. During the year ended March 31, 1993,
Warrants were exercised which brought in an additional $0.9 million; as a
partial offset, the Company repurchased certain Warrants at a cost of $0.2
million. At April 6, 1997, 4.6 million shares of Common Stock were outstanding.
On April

                                      F-22
<PAGE>

8, 1997, the Company issued an additional 1.4 million shares in conjunction with
the Debenture Exchange Offer. At March 4, 1999, a total of 6,079,530 shares of
Common Stock were outstanding; all these shares were cancelled effective March
5, 1999, the effective date of the Company's Plan of Reorganization. When the
old common stock was canceled, holders of the old common stock were provided an
opportunity to subscribe in the offering of new stock, which formed the new
ownership of the Company. Since this offering was not open to anyone not holding
old cancelled shares, outsiders had to purchase cancelled shares if they wished
to participate; this feature allowed holders of the cancelled shares the
opportunity to sell the shares if they did not wish to subscribe. The
subscription was concluded on April 18, 2000, thereby establishing the new
ownership. This included a distribution of 1,015,000 shares to approximately
five former debenture holders, who, in aggregate, then owned 93% of the Company.
The new shares also included 73,803 shares to subscribers who paid $1.00 per
share. As of March 31, 2001, 1,092,053 shares were issued and 3,250 equivalent
shares were issuable, but were not outstanding. As of March 31, 2000, 1,088,803
shares were issued and 4,875 equivalent shares were issuable, but were not
outstanding. These equivalent shares represent the 25% payment received on
19,500 shares, which were purchased under the subscription on the 25% per
quarter payment method. At March 31, 2001 and March 31, 2000, the number of
shares purchased pursuant to this subscription were accounted for as issuable
and outstanding equal to the equivalent shares actually 100% paid for. As there
are no requirements binding a subscriber to continue making future payments
towards the subscription, an accrual for the unpaid amounts was not recorded at
March 31, 2001 or March 31, 2000. Registration costs associated with the
issuance of the 1.1 million shares totaled approximately $157,000.

The Company has paid no dividends on its Common Stock. The Company presently
intends to retain any earnings to finance the development of its future
business.

The Company has had a stock option plan under which both incentive and
non-qualified stock Options may be granted to purchase up to 4,500,000 shares of
Common Stock. For Options granted as incentive stock options under the Plan, the
exercise price must be at least equal to the fair market value on the date of
the grant. The exercise price for non-qualified Options may be less than fair
market value. All presently outstanding Options expired as of March 4, 2000. The
options are summarized as follows:

                   Stockholders' Equity: Options Outstanding

<TABLE>
<CAPTION>
                                                 2001                            2000                            1999
                                     -----------------------------  ------------------------------- --------------------------------
                                                       Weighted-                      Weighted-                        Weighted-
                                         # of           Average           # of         Average           # of           Average
                                        Shares       Exercise Price      Shares     Exercise Price      Shares       Exercise Price
                                     --------------  -------------- --------------- --------------- --------------- ----------------
<S>                                  <C>             <C>            <C>             <C>             <C>              <C>
Outstanding at beginning of year                -                -               -              -        3,660,000   $         0.74
Granted                                         -                -               -              -                -                -
Plan of reorganization (1)                      -                -               -              -       (3,660,000)           (0.74)
Forfeited                                       -                -               -              -                -                -
                                     ------------    -------------  --------------- --------------- ---------------- --------------
Outstanding at end of year                      -                -               -              -                -                -

Options exercisable at year end                 -                -               -              -                -                -
</TABLE>

(1) Under the Plan of Reorganization options outstanding as of the effective
date, March 5, 1999, have been cancelled. However, option holders had the right
to purchase the same number of shares of new Common Stock at a price of $4.00
per share. The right to purchase new shares ended March 4, 2000.

                                      F-23
<PAGE>

(17)  Commitments and Contingencies

Notes Payable. As a result of the Debenture debt forgiveness, uncollateralized,
non-interest-bearing notes aggregating $609,000 (undiscounted) were received by
former Debenture holders who elected Option A under the Plan. For financial
statement presentation, these notes have been discounted based on an imputed
interest rate of 6%, resulting in an unamortized discount of $98,267; thus,
these notes have been recorded at their discounted value of $510,733. During the
year ended March 31, 2001 and 2000, $25,931 and $31,501, respectively, of the
discount has been amortized.

These notes are payable in five equal annual payments of $121,800. The first
annual payment was originally scheduled for March 5, 2000; however, on advice of
the then corporate counsel, a payment was not made according to that original
schedule. The scheduled payment due March 5, 2001 was also not made. The
Company's management presently plans to put the issue forth to the Company's new
shareholders and directors for resolution. The payments that are due are, at
this point, due primarily to shareholders. Management is seeking appropriate
guidance with respect to this issue.

SEC Investigation. The Registrant has stated in numerous previous filings that
the United States Securities and Exchange Commission (the "SEC") notified the
Company on February 16, 1999 that it would initiate a proceeding and conduct an
investigation into certain activities involved in the exchange offer originally
made by the Company in September 1996. The Company co-operated fully with the
investigation. On June 13, 2000, the Enforcement Division of the SEC told the
Company that it intended to bring an action against the Company, and its
then-chief executive officer, for alleged violations of the securities laws of
the United States and would seek an injunction and fines.

The Company under prior management and predecessor counsel entered into
discussion with the Enforcement Division, and on July 14, 2000 responded to the
issues raised by the SEC and asserted defenses against the Staff allegations.
Despite this response, and following further discussion, which failed to resolve
the matter, the SEC indicated that it would proceed with its recommendation to
bring an injunctive action against the Company in federal district court.

As previously reported in a Form 8-K filing of October 19, 2000, new management
and the new Board of Directors inherited the SEC proceeding and confronted a
state of affairs where talks with the SEC were stalled. The SEC told new
management it intended to proceed with a federal action unless the Registrant
chose to end the matter by tendering an Offer of Settlement.

Following further discussion with the SEC, the Company on January 8, 2001
tendered an Offer of Settlement of AutoLend Group, Inc. (the "Offer"). This
Offer acknowledges certain acts associated with the exchange offer that began in
September 1996. On April 19, 2001, the SEC accepted the Company's Offer of
Settlement, thereby bringing closure to the SEC investigation, and accordingly
has issued a Cease and Desist Order (the "Order") requiring the Company to cease
and desist from committing or causing any violation and any future violation of
Sections 10(b), 13(a), 13(e), and 14(e) of the Securities Exchange Act of 1934
and the rules thereunder. The proposed Order assesses no monetary penalty
against the Company.

AutoLend Group, Inc. vs. Vincent Villanueva. On July 14, 1998, as part of its
then pending bankruptcy proceeding, the Company filed an adversary claim against
Vincent Villanueva, a former director of the Company, to recover certain
pre-petition consulting fees paid to him independent of his duties as a
Director, for the possible return of up to $39,647. On April 21, 1999, a motion
to dismiss this claim was

                                      F-24
<PAGE>

filed, and on July 6, 1999, a Court order approving dismissal of the claim
against Mr. Villanueva was entered. After the bankruptcy case was closed
effective January 13, 2000, Mr. Villanueva's attorney filed a motion for payment
by the Company to Mr. Villanueva of associated legal fees estimated at between
$7,000 and $15,000.

A Court hearing was held June 21, 2000 regarding this claim made by Mr.
Villanueva. On August 14, 2000, the Court released a Memorandum Opinion and an
Order denying the Villanueva claim. On August 23, 2000, a Motion to Reconsider
the Order was filed by Mr. Villanueva, and on August 25, 2000, an Objection to
this Motion to Reconsider was filed by the Company. On August 31, 2000, an
additional Objection to the Motion was filed by the U.S. Trustee's Office. On
October 30, 2000, a Request was filed by Mr. Villanueva's attorney, seeking a
hearing on the matter. On April 26, 2001, the Bankruptcy Court ruled in the
Company's favor regarding a claim for reimbursements of legal expenses
associated with the bankruptcy by former director Vincent Villanueva.

New Mexico Gaming Lawsuit. On May 16, 2001, the Company was served a summons for
moneys owed to the New Mexico Gaming Control Board for reimbursement of $31,286
in expenses associated with the Company's failed attempt to enter the gaming
industry ("New Mexico Gaming Lawsuit"). The Company is required to file an
Answer to the Complaint or a responsive motion within thirty days after the
summons was served, with the Clerk of the Second Judicial District, County of
Bernalillo, State of New Mexico Court.

Albuquerque Office Lease. In January 2001, the Company entered into a lease,
which resulted in scheduled lease payments of approximately $101,700, $156,540,
and $121,320 for the fiscal years ending 2002, 2003, and 2004, respectively. The
lease terminates on December 31, 2003, and the lease payments are $7,000 per
month for the first year and increase to $12,900 per month for the second year.
Each April 1, the lease payments may be adjusted according to any changes in the
Consumer Price Index (which estimated adjustments are included above). At March
31, 2001, the remaining obligation under the lease totaled approximately
$380,000. The lease grants two options to extend the term of the lease for five
years each. Effective February 1, 2001, the Company subleases a portion of its
space on a month-to-month basis to Prinova Capital Group, LLC, the controlling
shareholder of the Company. The amount paid to the Company from Prinova during
the fiscal year ended March 31, 2001 was $6,500.

Miami Office Lease. The Company had previously leased approximately 17,000
square feet of office space in Miami Beach, Florida, under a six-year non-
cancelable lease, effective May 1994. In February 1996, the Company moved out of
these premises. At September 30, 1997, approximately 35 months of the lease
remained at a cost of $341,250 per year. On January 28, 1998, the Bankruptcy
Court approved a settlement with the landlord, dated October 31, 1997, which
released the Company from its obligations under the lease. The Company paid the
landlord $105,850 (including funds already on deposit) in complete satisfaction
of all claims. The Company had provided a lease loss accrual of $516,000 during
fiscal year 1998 for the rent payments and other lease-related expenses called
for under the lease. Because of the Bankruptcy Court-approved settlement with
the landlord, a gain on settlement of the Miami lease of $266,378 was recorded
for the fiscal year ended March 31, 1999. In September 1998, the Bankruptcy
Court approved a settlement with the sublessee for $64,725.

Rent expense for operating leases was approximately $115,000 for the fiscal year
ended March 31, 2001, $123,000 (which was partially offset by rental income of
$16,500) for the fiscal year ended March 31, 2000 and $28,000 for the year ended
March 31, 1999.

                                      F-25
<PAGE>

Florida Tax Claim. On November 24, 1998, the State of Florida Department of
Revenue asserted a tax claim under Chapter 199 of the Florida Statutes for the
period June 30, 1994 through June 30, 1998 for intangible tax of $668,531, and a
claim under Chapter 220 for the period March 31, 1993 through March 31, 1997 for
corporate income tax of $42,751. A court order was entered on August 20, 1999,
dismissing the claim subject to a seven-day appeal period; the court order
became effective on August 27, 1999.

Closing of the Bankruptcy Case. On July 2, 1999, the Company filed a Motion for
Final Decree to close the bankruptcy estate. On September 28, 1999, a Court
hearing was held on the Motion, and on January 13, 2000, the Bankruptcy Court
entered its final decree, thereby closing the bankruptcy.

El Rancho property. In connection with NPD, Inc.'s participation in the Delaware
ITB Chancery Court litigation (which was settled effective November 6, 1998),
and in connection with the Company's adversary proceeding against NPD, Inc. (the
terms of which were finalized as part of the NM Bankruptcy Court ITB settlement
approved in September 1998 and consummated in January 1999, and which was
administratively closed by Court order on June 26, 2000), and furthermore in
connection with the Company's adversary proceeding against Nunzio P. DeSantis
(which was settled effective January 7, 2000), the Company received certain
contingent rights. [See Note 6, Related Party Transactions.] The contingent
rights which the Company received are with respect to possible proceeds
receivable in the event that International Thoroughbred Breeders' real estate
holding in Las Vegas, Nevada sold above a certain threshold amount, under
certain conditions. The Company's rights thereunder may be up to $2.0 million.
According to a Form 8-K filed with the SEC by ITB on June 7, 2000, the former El
Rancho Hotel property sold on May 22, 2000. The Company is presently
investigating its legal options necessary to realize any potential benefit,
which may be due from this sale as disclosed by the ITB Form 8-K filing.

Severance pay. On December 20, 2000, Jeffrey Ovington resigned his position as
Executive Vice President and as an employee of the Company. Mr. Ovington
voluntarily relinquished his claim to his contractual severance pay contingent
on the future status of the Company.

Directors and Officers Insurance. Due to the decline in activity of the Company,
the Company has opted to drop its Directors and Officers insurance. Dropping the
Company's Directors and Officers insurance has exposed management to a greater
personal risk.


(18) Discontinued Operations

On April 1, 2000, the Company adopted a plan to sell the consumer used-car Loan
portfolio business. The assets of the Loan portfolio to be sold consist
primarily of approximately 3,900 car loans, which have been more than six months
in arrears, and have been written-off. The Company has sold the portfolio on
April 4, 2001 for $95,000 to a third party. The sale results in a small increase
in net equity to the Company, an immediate increase in the Company's total cash
on hand, and a decrease in the Company's subsequent monthly cash inflows.

The Statements of Operations for the fiscal year ended March 31, 2000, the
twenty-six days ended March 31, 1999, and the eleven months and five days ended
March 5, 1999 have been restated to exclude the revenues and expenses of the
discontinued loan portfolio operations from the captions

                                     F-26
<PAGE>

applicable to the continuing operations, and the net income from the
discontinued operation has been reported separately.

Revenues applicable to the discontinued operations prior to April 1, 2000 were
$6,962 for the fiscal year ended March 31, 2001; $9,762 for the fiscal year
ended March 31, 2000; $9,322 for the twenty-six days ended March 31, 1999;
$108,141 for the eleven months and five days ended March 5, 1999.


(19) Fourth Quarter Adjustments and Significant Transactions

During the fourth quarter ended March 31, 2001, the Company recorded an
adjustment of $67,000 to decrease its Delaware franchise tax liability. This
adjustment was made as a result of the Company filing amended tax returns for
the tax years 1997 and 1998 in February 2001, and the amended returns being
accepted by the State of Delaware.

The Company also recorded a $16,000 increase to its purchased insurance policies
in the fourth quarter ended March 31, 2001 to reinstate a policy which was
written off in the prior year due to a lack of substantiation of ownership at
March 31, 2000.

                                     F-27
<PAGE>

                                   Schedule II

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                       Valuation and Qualifying Accounts
                         March 31, 2001, 2000 and 1999


<TABLE>
<CAPTION>
                                                         Balance at     Charged to                       Amount on
                                                         Beginning       Costs and      Fresh-start       Balance
                                                         of Period       Expenses       Adjustment         Sheet
                                                       --------------- --------------  --------------  ---------------
<S>                                                    <C>             <C>             <C>             <C>
Description:
Year ended March 31, 2001:
--------------------------
      Intangible assets - accumulated amortization          $       -      $       -      $        -        $       -
      Goodwill - accumulated amortization                           -              -               -                -
      Debt issuance costs - accumulated amortization                -              -               -                -

Year ended March 31, 2000:
--------------------------
      Intangible assets - accumulated amortization          $       -      $       -      $        -        $       -
      Goodwill - accumulated amortization                           -              -               -                -
      Debt issuance costs - accumulated amortization                -              -               -                -

Year ended March 31, 1999:
--------------------------
      Intangible assets - accumulated amortization          $ 600,000      $       -      $ (600,000)       $       -
      Goodwill - accumulated amortization                   2,708,278              -      (2,708,278)               -
      Debt issuance costs - accumulated amortization        3,575,944              -      (3,575,944)               -
</TABLE>

                                      S-1