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, 2002

                                       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 1,095,303
at  June  21,  2002.

The  market value of the voting stock of the registrant held by nonaffiliates of
the  registrant  on  June  21,  2002  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>
<CAPTION>
                                      TABLE OF CONTENTS

<S>                                                                                     <C>
Part I
          Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
          Item 2.   Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
          Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .   4
          Item 4.   Submission of Matters to a Vote of Securities Holders. . . . . . .   4
Part II
          Item 5.   Market for Registrant's Common Equity and Related
                    Stockholder Matters. . . . . . . . . . . . . . . . . . . . . . . .   5
          Item 6.   Management's Discussion and Analysis of Financial Condition and
                    Results of Operations. . . . . . . . . . . . . . . . . . . . . . .   6
          Item 7.   Financial Statements and Supplementary Data. . . . . . . . . . . .  10
          Item 8.   Changes in and Disagreements with Accountants on Accounting
                    and Financial Disclosure . . . . . . . . . . . . . . . . . . . . .  14
Part III
          Item 9.   Directors and Executive Officers of the Registrant . . . . . . . .  14
          Item 10.  Executive Compensation . . . . . . . . . . . . . . . . . . . . . .  14
          Item 11.  Security Ownership of Certain Beneficial Owners and Management . .  15
          Item 12.  Certain Relationships and Related Transactions . . . . . . . . . .  17
          Item 13   Certain Relationships and Related Transactions . . . . . . . . . .  18
          Item 14.  Exhibits, Financial Statements, Schedules, and Reports on Form 8-K  19
          Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>

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


                                       ii
<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.
Historically  the  Company  primarily  operates  through  its  subsidiaries.

     1.   AutoLend  Corporation  maintained  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 consisted entirely of inactive loans that had been more
          than six months in arrears and had 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  ceased
          purchasing  Policies  in  September  1994. The four remaining Policies
          have  an aggregate face value of approximately $356,000 and a net book
          value  of  $50,000  on  March  31,  2002.

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.)

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  its  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  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.


                                        1
<PAGE>
These  note  obligations  are  payable  in  five  equal  annual  installments of
$121,800.  However,  the  first,  second,  and third annual payments of $122,000
scheduled for March 5, 2000, March 5, 2001, and March 5, 2002, respectively have
not  yet  been  made.  The  Company  cannot  make  those  payments.


GOING  CONCERN

At  March  31,  2002,  the  Company had cash and cash equivalents of $400, and a
negative  net  equity  of  $644,000.  The  equity  is exclusive of any remaining
amounts  due  pursuant  to  the  Albuquerque  office  lease  obligation,  which
approximated  $243,000 at March 31, 2002. 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,
2003.  The  Company  is  exploring  various  strategic  options  and  financial
opportunities  including the possibility of a merger with Prinova Capital Group,
Inc.  ("Prinova  Inc.").  Prinova  Inc.  is a New Mexico corporation, which is a
private,  closely-held financial services company, headquartered in Albuquerque,
New  Mexico.  Prinova  Inc.  has  no past or present ties or affiliations to any
shareholder,  director,  or  officer of the Company prior to October 2000.  From
October  2000  to  January  29,  2002, Mr. Vincent Garcia, the majority owner of
Prinova  Inc.,  was  a  member  of  the  Company's  Board  of  Directors.

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  and third annual $122,000 payments due in March 2002, and 2001 have
also  not  been  made as of the date of the filing.  To date, there have been no
demands  from  the  debenture  holders.  The Company cannot make these payments.


CHANGE  IN  CONTROL

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  Capital  Group LLC ("Prinova LLC").  Prinova LLC is a
separate  entity  from Prinova Inc., though under the same general ownership and
control  as Prinova Inc.  Prinova LLC is a New Mexico limited liability company,
which  is  a  private,  closely-held  company, headquartered in Albuquerque, New
Mexico.

Effective  January 29, 2002, three new directors were appointed to the Company's
Board of Directors.  They are: Mr. Luther W. Reynolds, Mr. Augustine Chris Baca,
and  Mr.  Werner  Gellert.  All  members of the Company's Board of Directors are
from  Albuquerque,  New  Mexico.

Mr.  Luther  W.  Reynolds  was  also  appointed  President  of the Company.  Mr.
Reynolds  has  been a business consultant in private practice for fifteen years,
and  has  held executive positions in banking, utility companies, and wholesales
companies.  Mr.  Reynolds is a Certified Public Accountant and holds an MBA from
The  University  of  Texas  at Austin.  In addition Mr. Reynolds has served as a
member  of  the  Board  of  Directors  for  several  profit  and  non-profit
organizations.


                                        2
<PAGE>
On  January 29, 2002 Mr. Chris Baca was also appointed the Vice President of the
Company.  Mr.  Baca  is  the  President  and  Chief  Executive  Officer  of  two
not-for-profit  organizations in Central New Mexico.  Mr. Baca hold's a Master's
Degree in Public Administration from the University of New Mexico.  Mr. Baca has
also  completed  certificate  programs  and  fellowship  programs  from  Harvard
University,  JFK  School  of  Government and Kellogg National Leadership Fellow.
Mr.  Baca has served on the Board of Directors for several profit and non-profit
organizations.

Mr.  Werner  Gellert was appointed as the Secretary of the Company.  Mr. Gellert
has  spent  most  of his career as an international banker in the United States.
He  currently  is  the  founder of a museum and study center in Albuquerque, NM.
Mr.  Gellert was born in Breslau, Germany and educated in Germany, China and the
United  States.  Mr. Gellert holds a Bachelor of Arts degree from National Ching
Tung University in Shanghai, China.  He has attended additional classes from the
University  of  Denver  and  Hebrew  Union  College  in Los Angeles, California.

After the appointment of Mr. Reynolds, Mr. Baca, and Mr. Gellert to the Board of
Directors,  Mr.  John  Emery  tendered  his  resignation  as  an officer and the
Chairman  and  Secretary  of  the Board of Directors and acting President of the
company.  Mr.  Vincent  Garcia tendered his resignation as a member of the Board
of  Directors  for  the  Company  and  in  all other capacities, which the Board
accepted.


EMPLOYEES

As  of  June  21,  2002,  the  Company  and  its  subsidiaries had no employees.
Accounting and management services are being contracted from Prinova Inc.


                                        3
<PAGE>
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. 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 Inc. for $3,250 per
month.

Rent  expense  for  operating  leases  was  approximately $90,000 for the fiscal
year-ended  March  31,  2002,  as  compared  to rent expense of $115,000 for the
fiscal  year  ended  March  31,  2001.

ITEM  3.  LEGAL  PROCEEDINGS.

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"). In December 2001 the Company negotiated
a  settlement for $10,000 with the New Mexico Gaming Control Board.  The Company
has  no  additional  liability  regarding  the  lawsuit.

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

None


                                        4
<PAGE>
                                     PART II

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

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. As of March 31, 2002 the number of shares
of  common  stock issued and outstanding were 1,095,303.  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  LLC, a closely-held New Mexico limited liability company, headquartered
in  New  Mexico.

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.

                                                        Common  Stock
                                                     --------------------
                                                     High             Low
                                                     ----             ---
      Fiscal  Year  ended  March  31,  2001:
     ---------------------------------------
      Quarter  ended  June  30,  2000  (1)            n/a             n/a
      Quarter  ended  September  30,  2000  (1)       n/a             n/a
      Quarter  ended  December  31,  2000  (1)        n/a             n/a
      Quarter  ended  March 31, 2001 (1)              n/a             n/a


      Fiscal  Year  ended  March  31,  2002:
      --------------------------------------
      Quarter  ended  June  30,  2001  (1)            n/a             n/a
      Quarter  ended  September  30,  2001  (1)       n/a             n/a
      Quarter  ended  December  31,  2001  (1)        n/a             n/a
      Quarter  ended  March 31, 2002 (1)              n/a             n/a

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


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,  if  any.


                                        5
<PAGE>
ITEM  6.  SELECTED  FINANICAL  DATA.

The  following selected financial data of the Company for the fiscal years ended
March  31,  2002,  2001,  2000,  1999,  1998 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.

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).


                                        6
<PAGE>
<TABLE>
<CAPTION>
                                                                 Fiscal Years Ended March 31:
                                                         ---------------------------------------------
                                                           In Thousands (except earnings per share)

                                                          2002    2001      2000      1999      1998
                                                         ------  -------  --------  --------  --------
<S>                                                      <C>     <C>      <C>       <C>       <C>
STATEMENT OF OPERATIONS DATA:
-----------------------------

Finance charges on installment contracts                 $   -   $    -   $    10   $   117   $   588
Net revenue from matured insurance policies                  -        -         5       248         9
                                                         ------  -------  --------  --------  --------
Total net revenues                                       $   -   $    -   $    15   $   365   $   597
                                                         ======  =======  ========  ========  ========

Operating (loss), including loan loss provisions and
  recoveries                                             $(214)  $ (834)  $(1,190)  $  (998)  $(1,469)
Net interest income/(expense)                                       (21)       56      (187)     (508)
Write-off of assets, and accrual expenses
  related to the consumer loan and viatical businesses                                  (69)     (132)
Insurance policy write-down recapture                                16       106       536
Cancellation of Florida tax claim                                             178
Gain on ITB settlement                                               10
Miscellaneous other income/(expense), net                   52        8        45       (40)     (101)
                                                         ------  -------  --------  --------  --------

Results of operations, including interest expense,
  before debenture conversion charge and
  discontinued operations                                 (162)    (821)     (805)     (758)   (2,210)
Non-cash debenture conversion charge                         -        -         -         -    (6,261)
                                                         ------  -------  --------  --------  --------

Net loss before reorganization costs, bankruptcy court
  settlements, discontinued operations, and
    extraordinary items                                   (162)    (821)     (805)     (758)   (8,471)
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                                     (162)    (821)     (544)   (2,618)   (8,683)
Discontinued operations:
  Income (loss) from operations of
    discontinued subsidiary                                 95       57
Extraordinary items:
  Gain as result of reorganization                                            178     5,342
  Net gain on early extinguishment of debt                   -        -         -         -     3,172
                                                         ------  -------  --------  --------  --------

                                                         $ (67)  $ (764)  $  (366)  $ 2,724   $(5,511)
                                                         ======  =======  ========  ========  ========
</TABLE>


                                        7
<PAGE>
<TABLE>
<CAPTION>
                                                                        Fiscal Years Ended March 31:
                                                         -----------------------------------------------------------
                                                            2002         2001         2000       1999       1998
                                                         -----------  -----------  -----------  -------  -----------
<S>                                                      <C>          <C>          <C>          <C>      <C>
PER SHARE DATA:
---------------

Loss per share before reorganization costs, bankruptcy
  court settlements, discontinued operations, and
  extraordinary items                                    $    (0.15)  $    (0.75)  $    (0.77)       *   $    (1.40)

Bankruptcy reorganization expenses                                                      (0.18)       *        (0.04)
Gain on adversary claim (loss) on settlement ITB / NP                                    0.43        *
Discontinued operations                                        0.09         0.05                     *
Extraordinary items:
  Net gain as a result of reorganization                                                 0.17        *
  Gain on early extinguishment of debt                            -            -            -        *         0.53
                                                         -----------  -----------  -----------  -------  -----------
Net income / (loss)                                      $    (0.06)  $    (0.70)  $    (0.35)  $    -   $    (0.91)
                                                         ===========  ===========  ===========  =======  ===========


Weighted average number of common and common
  equivalent shares outstanding and issuable              1,095,303    1,093,950    1,042,237        *    6,039,391


                                                                                As of March 31:
                                                         -----------------------------------------------------------
                                                               2002         2001         2000     1999         1998
                                                         -----------  -----------  -----------  -------  -----------
BALANCE SHEET DATA:

  Total Assets                                           $       97   $      112   $      772   $5,197   $    7,640
  Total Liabilities                                             741          688          586    4,629       11,078
  Total Stockholder's Equity                                   (644)        (576)         186      568       (3,438)
<FN>

*    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.
</TABLE>

The  following  quarterly  selected financial data of the company fro the fiscal
years  ended  March  31,  2002  and  2001,  has  been derived from the Company's
unaudited  consolidated  fincial  statements.


                                        8
<PAGE>
<TABLE>
<CAPTION>
QUARTERLY  FINANCIAL  DATA - UNAUDITED


                              Quarter       Quarter         Quarter       Quarter     Quarter       Quarter         Quarter
                               ended         ended           ended         ended       ended         ended           ended
                             March 31,    December 31,    September 31    June 30,   March 31,    December 31,    September 31
                               2002           2001            2001          2001        2001          2000            2000
                            -----------  --------------  --------------  ----------  ----------  --------------  --------------
<S>                         <C>          <C>             <C>             <C>         <C>         <C>             <C>
Gross revenues              $        -   $           -   $           -   $       -   $        -  $           -   $           -

Total net revenues                   -               -               -           -            -              -               -

Operating income / (loss)      (38,279)        (52,246)        (49,104)    (73,945)      12,378       (177,146)       (295,151)

Net income/(loss) before
  discontinued operations
  and extraordiary items       (33,319)        (22,355)        (40,777)    (65,976)      28,661       (170,124)       (301,253)

Income from discontinued
  operations                         -               -               -      94,700       14,911         15,567          21,351

Net income/(loss)              (33,319)        (22,355)        (40,777)     28,724       43,572       (154,557)       (279,902)


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

Net income/(loss) before
  extraordinary items            (0.03)          (0.02)          (0.03)      (0.06)        0.04          (0.14)          (0.25)

Net income/(loss)                (0.03)          (0.02)          (0.03)       0.03         0.04          (0.14)          (0.25)



                             Quarter
                              ended
                             June 30,
                               2000
                            ----------
<S>                         <C>
Gross revenues              $       -

Total net revenues                  -

Operating income / (loss)    (373,736)

Net income/(loss) before
  discontinued operations
  and extraordiary items     (377,770)

Income from discontinued
  operations                    5,065

Net income/(loss)            (372,705)


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

Net income/(loss) before
  extraordinary items           (0.34)

Net income/(loss)               (0.34)
</TABLE>


                                        9
<PAGE>
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).  During the fiscal year ended March 31,
2002  the  Company  sold  the residual Loan portfolio.  The Company continues to
collect  amounts  due  from  the  residual  Policy  portfolio.

At  March  31,  2002,  the  Company had cash and cash equivalents of $400, and a
negative  net  equity  of  $644,000.  The  equity  is exclusive of any remaining
amounts  due  pursuant  to  the  Albuquerque  office  lease  obligation,  which
approximated  $243,000 at March 31, 2002. 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, 2003.  The Company is exploring various strategic options
and  financial  opportunities including the possibility of a merger with Prinova
Inc.


RESULTS  OF  OPERATIONS

Fiscal  year  ended March 31, 2002, compared to fiscal year ended March 31, 2001

The  Company  recorded  a  net  loss of approximately $67,000 for the year ended
March  31,  2002.  Contributing  to the net loss were general and administrative
expenses  of  $222,000.

Net revenues realized from viatical insurance Policies for the years ended March
31,  2002  and  March  31,  2001 were $8,000 and zero, respectfully. The Company
generally  ceased  purchasing Policies after September 1994. 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")  had 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  were  recorded  as  either  a  net  income  or  loss from discontinued
operations.  During  the  fiscal  year ended March 31, 2002 these loans ere sold
resulting  in  a  gain  of  $95,000.  During  the year ended March 31, 2001, the
Company  recognized  $57,000  of  revenues  from  this  discontinued  operation.

General  and  administrative  expenses were $222,000 during the year ended March
31,  2002,  which  represented a reduction of $494,000, compared to the $716,000
expended  during  the  year  ended March 31, 2001. This decrease resulted from a
combination  of  offsetting  factors, a $237,000 reduction in salary expense and
related  payroll  expenses  approximately  $107,000  reduction  in  general
administrative  expenses  (insurance,  supplies,  licenses,  taxes,  rent  and
supplies),  and  a $150,000 reduction in legal and accounting fees. The $222,000
expended  during the year-ended March 31, 2002 consisted primarily of $21,000 in
salaries,  payroll taxes, and benefits, $77,000 in legal and accounting fees and
$90,000  in  rent.


                                       10
<PAGE>
Operating  losses  for the year ended March 31, 2002, were $214,000, compared to
operating  losses  of  $834,000 for the year ended March 31, 2001. In total, the
$620,000  decrease  in  operating  losses  were  primarily due to a reduction in
general  and administrative expenses (as noted above), offset by the 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 for the year ended March 31, 2002, was a net
$51,000,  compared to $13,000 for the year ended March 31, 2001. This results in
a  net  increase  in  non-  operating  income  of  approximately  $38,000, which
difference is due to a confluence of one-time events, as follows. The $51,000 of
non-operating  income  for  the  current  period was primarily due to $42,000 of
rental  income  related  to  subleasing the Company's office space, $21,000 gain
from the settlement of the lawsuit with the New Mexico Gaming Control Board, and
$6,000  gain from investment income.  This income was offset by $20,000 from the
amortization  of  the  discount  on the notes payable. The $13,000 non-operating
income  for  the year ended March 31, 2001 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.

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

The  Company  recorded a net loss of $764,000 for the year ended March 31, 2001.
Contributing  to  the  net  loss  were  general  and  administrative expenses of
$716,000  and  a  $117,000  loss  on  the  termination  agreement with Nunzio P.
DeSantis,  the  Company's  former  CEO.

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 as of March
31,  2001 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 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.


                                       11
<PAGE>
General  and  administrative  expenses were $716,000 during the year ended March
31,  2001, which represented a reduction of $656,000, compared to the $1,372,000
expended  during  the  year  ended March 31, 2000. This decrease resulted from a
combination  of  offsetting  factors, a $420,000 reduction in salary expense and
related  payroll  expenses  approximately  $300,000  reduction  in  general
administrative  expenses  (insurance,  supplies,  licenses,  taxes,  rent  and
supplies),  and  approximately  $100,000 reduction in legal and accounting fees.
The  $716,000  expended during the year-ended March 31, 2001 consisted primarily
of  $300,000  in  salaries,  payroll  taxes, and benefits, $237,000 in legal and
accounting  fees  and  $115,000  in  rent.

Operating  losses  for the year ended March 31, 2001, were $833,000, compared to
operating  losses of $1,367,000 for the year ended March 31, 2000. In total, the
$534,000  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 approximately
$1.0  million  for the year ended March 31, 2000. This results in a net decrease
in non- operating income of $987,000, 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 $374,000 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
$763,000  for  the  year  ended March 31, 2001. The net loss for the same period
last  year  was $366,000. The $763,000 loss for the year ended March 31, 2001 is
due to a $117,000 loss on the termination agreement with Nunzio P. DeSantis, the
Company's  former  CEO, and general and administrative expenses of $716,000. The
$366,000  loss  for  the  year  ended  March  31,  2000  was due primarily to an
operating  loss  of  $1,367,000  and reorganization costs of $189,000, partially
offset  by  non-operating income of approximately $1.0 million. The net decrease
in  income  of  $398,000, 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
$451,000  gain  on  settlement  of adversary agreement and the cancellation of a
$178,000  tax  claim which was partially offset that year by a $189,000 spent on
reorganization  costs.


                                       12
<PAGE>
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. Cash
flow was a negative $12,000 for the fiscal year ended March 31, 2002 as compared
to  a  negative  $360,000  and  a negative $4,565,000 for the fiscal years ended
March  31,  2001 and 2000, respectively. At March 31, 2002, the Company had cash
and  cash  equivalents  of  $400,  and  a  negative  net  equity of $644,000. In
comparison  the Company had cash and cash equivalents or $13,000, and a negative
net  equity  of  $576,000  at  March  31,  2001.  The equity is exclusive of any
remaining amounts due pursuant to the Albuquerque office lease obligation, which
approximated  $243,000 at March 31, 2002. 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, 2003. 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 unmatured viatical insurance Policies totaled five at
March 31, 2002, having a combined face value of $356,000 and a net book value of
$50,000.  The  Company  ceased  purchasing  Policies  in  September  1994.

For  the fiscal year ended March 31, 2002, cash provided by investing activities
was  $95,000,  which was primarily the result of the receipt of funds related to
the gain from the sale of the loan portfolio. There was $28,000 cash provided by
investing  activities  for  the  fiscal  year  ended  March  31,  2001 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  no  cash  provided by financing activities for the fiscal year ended
March 31, 2002.  Cash provided by financing activities for the fiscal year ended
March  31, 2001 was $80,000, which was primarily due to the proceeds received in
conjunction  with  the  stock  issuance.

In  summary,  the  Company  decreased  its  cash and cash equivalents by $12,000
during  the  fiscal  year ended March 31, 2002, to a total of $400. The decrease
was  largely  due  to  the  net  use  of cash for operating activities and other
business  expenses.  During  the  current  fiscal year, the Company's net equity
decreased, from a negative $576,000 at March 31, 2001, to a negative $644,000 at
March  31,  2002,  a  decrease  of  approximately  $68,000.

During  the  fiscal  years  ended March 31, 2002 and 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 $121,000 notes payable payments were not made as originally scheduled, and
as  of the date of this filing, have not been made. Additionally, the second and
third  $121,000  notes  payable  payments  were  also  not  made  as  originally
scheduled,  and  as  of  the  date  of  this  filing,  have  not  been  made.


                                       13
<PAGE>
ITEM  8.  FINANCIAL  STATEMENTS

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.

Effective  January  8,  2002,  the Certified Public Accounting firm of Meyners +
Company  LLC  resigned  as  the  accountants  for  the Company.  The accountants
reports  issued  by  Meyners  +  Company,  LLC  for the past two years have been
unqualified  reports  and  there  have  been no modifications as to uncertainty,
audit  scope,  or  accounting  principles  for  that  two-year  period.

There  have  been  no disagreements with Meyners + Company, LLC on any matter of
accounting  principles  or practices, financial statement disclosure or auditing
scope  or  procedures  during  the  two  most  recent  fiscal  years.




                                    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
Luther W. Reynolds    66           2002           President, Chairman of the
                                                  Board and Directors
Augustine Chris Baca  53           2002           Director and Vice President
Werner Gellert        76           2002           Director and Secretary


Effective  January 29, 2002, three new directors were appointed to the Company's
Board.  They  are:  Mr.  Luther  W.  Reynolds  of  Albuquerque,  New Mexico; Mr.
Augustine Chris Baca of Albuquerque, New Mexico, and Mr. Werner Gellert, also of
Albuquerque,  New  Mexico.


                                       14
<PAGE>
Mr.  Luther  W. Reynolds was appointed as President and Chairman of the Board of
Directors  on  January 29, 2002.  Mr. Reynolds has been a business consultant in
private practice for fifteen years, and has held executive positions in banking;
utility companies, and wholesales companies.  Mr. Reynolds is a Certified Public
Accountant and holds an MBA from The University of Texas at Austin.  In addition
Mr. Reynolds has served as a member of the Board of Directors for several profit
and  non-profit  organizations.  Mr. Reynolds served as Acting President for the
Company  from  January 8 to January 28, 2002 when he was officially appointed as
the  President  and  Chairman  of  the  Board  of  Directors.

On  January 29, 2002 Mr. Chris Baca was also appointed the Vice President of the
Company.  Mr.  Baca  is  the  President  and  Chief  Executive  Officer  of  two
not-for-profit  organizations in Central New Mexico.  Mr. Baca hold's a Master's
Degree in Public Administration from the University of New Mexico.  Mr. Baca has
also  completed  certificate  programs  and  fellowship  programs  from  Harvard
University,  JFK  School  of  Government and Kellogg National Leadership Fellow.
Mr.  Baca has served on the Board of Directors for several profit and non-profit
organizations.

On  January  29,  2002  Mr. Werner Gellert was appointed as the Secretary of the
Company.  Mr. Gellert has spent most of his career as an international banker in
the  United States.  He currently is the founder of a museum and study center in
Albuquerque,  NM.  Mr.  Gellert  was  born  in  Breslau, Germany and educated in
Germany,  China  and  the  United  States.  Mr. Gellert holds a Bachelor of Arts
degree  from National Ching Tung University in Shanghai, China.  He has attended
additional classes from the University of Denver and Hebrew Union College in Los
Angeles,  California.

Effective January 8, 2002 Mr. John D. Emery resigned as the Acting President and
Chairman  of  the  Board  of  Directors for the Company.  Mr. Emery resigned for
personal  reasons.  Mr.  Emery  served  in the capacity of the Acting President,
Secretary  of  the Company, and Chairman of the Board of Directors since October
2000.  In  addition  Mr.  Vincent J. Garcia resigned as a member of the Board of
Directors  as  of  January  29, 2002.  Mr. Garcia resigned for personal reasons.



ITEM  11.  EXECUTIVE  COMPENSATION.

SUMMARY  COMPENSATION  TABLE

The  following  table  provides information concerning the compensation paid for
fiscal  years  ended  March  31,  2002,  2001  and 2000 to persons who served as
Chairman  of  the  Board,  President,  Chief  Executive  Officer, Executive Vice
President,  and  Treasurer. Mr. John Emery was the only executive officer of the
Company  for  the  fiscal year 2001 and served until January 8, 2002.  Effective
January  22,  2002  the executive officers of the company included Mr. Luther W.
Reynolds,  President,  Mr.  Augustine Chris Baca, Vice President, and Mr. Werner
Gellert,  Secretary.  There was no compensation for the executive officers since
January  29,  2002.


                                       15
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                           SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------------
 Name and Principal Position                 Annual Compensation                   Long Term Compensation    All
                                                                                                            other
                                                                                                            Compen
                                                                                                           -sation
                                                                                                            ($)(1)
------------------------------------------------------------------------------------------------------------------
                                                                                   Awards            Payout
------------------------------------------------------------------------------------------------------------------
                                                                Other      Restricted   Securities
                                                                Annual       Stock      Underlying    LTIP
                                   Year  Salary ($)   Bonus    Compen-      Award(s)     Options/    Payout
                                                       ($)    sation ($)       $         SARS (#)      ($)
                                                                 (1)
------------------------------------------------------------------------------------------------------------------
<S>                                <C>   <C>          <C>     <C>         <C>           <C>          <C>      <C>
John D. Emery                                                         -              -            -        -     -
  Former Acting President, Former  2002  $    14,769       -
Acting Chairman of the Board
  Corporate Secretary              2001  $    10,708
------------------------------------------------------------------------------------------------------------------
Jeffery Ovington                   2001  $    86,776       -          -              -            -        -     -
  Former Executive Vice President
  And Former Treasurer             2000  $   122,200
------------------------------------------------------------------------------------------------------------------
 Nunzio P. DeSantis                2001  $    45,673       -          -              -            -        -     -
  Former President and Former
  Chief Executive Officer          2000  $   237,500
------------------------------------------------------------------------------------------------------------------
<FN>
     (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  $100,000.
</TABLE>



COMPENSATION  OF  DIRECTORS

The Directors do not receive any compensation for their services.


                                       16
<PAGE>
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDERS  MATTERS.

The Company does not have any securities authorized for issuance under an equity
compensation  plan.

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  LLC,  a  New  Mexico  limited  liability  company,  which is a private,
closely-held  company,  headquartered  in New Mexico. Prinova LLC has no past or
present  ties  or  affiliations  to any shareholder, director, or officer of the
Company  prior  to  October  2000.  From  October  2000 to January 29, 2002, Mr.
Vincent Garcia, the majority owner of Prinova LLC, was a member of the Company's
Board  of  Directors.  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 21, 2002, when the Company had outstanding
1,095,303  issued.

                                     Amount and
Name and address                     nature of
of beneficial owner,                 beneficial   Percent of
or identity of group                 ownership   class owned
-----------------------------------  ----------  ------------

Prinova Capital Group, LLC              634,028        57.88%
600 Central Ave SW
Albuquerque, NM

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%



                                       17
<PAGE>
ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

For  the  fiscal year ended March 2002 the parties having a material interest in
the  Company  include  Vincent  Garcia  and  Patsy Garcia (husband and wife) who
collectively  own  100%  of  Prinova  LLC,  and  95%  of  Prinova  Inc.

Prinova  LLC  is  a  New  Mexico  limited liability company, which is a private,
closely-held  company,  headquartered  in New Mexico. Prinova LLC has no past or
present  ties  or  affiliations  to any shareholder, director, or officer of the
Company  prior  to  October  2000.  From  October  2000 to January 29, 2002, Mr.
Vincent  Garcia, the majority owner of Prinova LLC, was a member of the Board of
Directors.  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. Prinova
LLC  has  also  acquired  a  majority  of  the seller's rights under the 5-year,
uncollateralized,  non-interest bearing debt obligations of the Company having a
face  value  of  $412,500.

Prinova Inc. is a New Mexico private, closely-held corporation, headquartered in
New  Mexico.  Prinova  Inc.  has  no past or present ties or affiliations to any
shareholder,  director,  or  officer of the Company prior to October 2000.  From
October  2000  to  January  29,  2002, Mr. Vincent Garcia, the majority owner of
Prinova  LLC,  was  a  member  of  the  Board  of  Directors.

Prinova  Inc.  subleases office space from the Company on a month-to-month basis
for  $3,250  per  month.  In  November  2001  the  Company  entered  into a debt
arrangement  with Prinova Inc. for a total of $75,000 that may be drawn on an as
needed  basis.  The  term  of the note includes interest at 12% and is due on or
before  December  31,  2003.  The note is secured by the first proceeds from the
potential sale of the viatical settlements and the property and equipment of the
company.

During the year the Company purchased several fractional assignments of interest
held by Prinova Investments, Ltd., a whole-owned subsidiary of Prinova Inc., and
two other unrelated companies.  The company acquired assignments of interest for
a  total $65,000.  The Company received the entire investment balance of $65,000
plus  a  profit  of  $6,500.

The  Company  and its  subsidiaries had no employees.  Accounting and management
services  are  being  contracted  from  Prinova  Inc.


                                       18
<PAGE>
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,  2002  and  2001

               Consolidated  Statements  of  Operations  -  Year ended March 31,
                 2002;  Year  ended  March  31,  2001.

               Consolidated Statements of Stockholders' Equity / (Deficit) -Year
                 ended  March  31,  2002;  Year  ended  March  31,  2001.

               Consolidated  Statements  of  Cash  Flows  - Year ended March 31,
                 2002;  Year  ended  March  31,  2001.

               Notes to Consolidated Financial Statements


      (b)      Reports  on  Form  8-K
               Form  8-K  filed  January  8,  2002**
               Form  8-K  filed  February  16,  2002**
               Form  8-K  A  filed  February  21,  2002**


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*

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.


                                       19
<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  on  June  21,  2002.

                                              AUTOLEND GROUP, INC.

                                              By:  /s/  Luther W. Reynolds
                                                   -----------------------
                                                   Luther W. Reynolds
                                                   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/  Luther  W.  Reynolds    Chairman  of the Board         June 21, 2002
     -------------------------    of Directors and President
     Luther  W.  Reynolds



     /s/  Augustine Chris Baca    Director and Vice President    June 21, 2002
     -------------------------
     Augustine  Chris  Baca



     /s/  Werner  Gellert         Director and Secretary         June 21, 2002
     -------------------------
     Werner  Gellert


                                       20
<PAGE>





                               AUTOLEND GROUP, INC.
                                       AND
                                  SUBSIDIARIES
                          INDEPENDENT AUDITORS' REPORT
                                       AND
                              FINANCIAL STATEMENTS
                             March 31, 2002 and 2001





<PAGE>
<TABLE>
<CAPTION>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS


Annual Financial Statements:
                                                                             PAGE
                                                                             ----
<S>                                                                          <C>

     Independent Auditors' Reports. . . . . . . . . . . . . . . . . . . . .  F-2

     Consolidated Balance Sheets as of March 31, 2002 and March 31, 2001. .  F-4

     Consolidated Statements of Operations for the Years ended March 31,
          2002, March 31, 2001, and March 31, 2000. . . . . . . . . . . . .  F-5

     Consolidated Statement of Stockholders' Equity/(Deficit) for the Years
           ended March 31, 2002, March 31, 2001 and March 31, 2000. . . . .  F-7

     Consolidated Statements of Cash Flows for the Years ended March 31,
          2002, March 31, 2001, and March 31, 2000. . . . . . . . . . . . .  F-8

     Notes to Consolidated Financial Statements . . . . . . . . . . . . . .  F-10
</TABLE>


                                      F-1
<PAGE>
ENDERSON, BLACK & COMPANY, P.C.

-----------------------------------------------------
CERTIFIED PUBLIC ACCOUNTANTS & MANAGEMENT CONSULTANTS

                                                 6605 Uptown Blvd. NE, Suite 370
                                                   Albuquerque, New Mexico 87110
                                                           Phone: (505) 830-2500
                                                             FAX: (505) 830-2600
                                                        Email: cblack@cpa-hb.com


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
AutoLend Group, Inc. and Subsidiaries
Albuquerque, New Mexico

We  have  audited the accompanying consolidated balance sheet of AutoLend Group,
Inc.  (a  Delaware corporation) as of March 31, 2002, and the related statements
of  operations, stockholders' equity/(deficit), and cash flows for the year then
ended.  These  financial  statements  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements based on our audit.  The financial statements of AutoLend Group, Inc.
as  of  March 31, 2001 were audited by other auditors whose report dated May 31,
2001,  expressed  an  unqualified  opinion  on  these  statements.

We  conducted our audit in accordance with auditing standards generally accepted
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 financial
statements.  An  audit  includes  assessing  the  accounting principles used and
significant  estimates  made  by  management  as  well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of AutoLend Group, Inc. as of
March 31, 2002 and the results of its operations and its cash flows for the year
then  ended  in  conformity with accounting principles generally accepted in the
United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
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  2.



Albuquerque,  New  Mexico
June  14,  2002


                                      F-2
<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 audition 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
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  schedule  on  page  S-1 is presented for purposes of additional
analysis  and  is  not  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 operation and
as  a  result,  its  liquidity has been impaired.  This raises substantial doubt
about  its ability to continue as a going concern.  Managements' 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-3
<PAGE>
<TABLE>
<CAPTION>
                            AUTOLEND GROUP, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                   MARCH 31, 2002 AND 2001

                                                                    March 31,     March 31,
                                                                      2002          2001
                                                                  ------------  ------------
<S>                                                               <C>           <C>
ASSETS:
  Cash                                                            $       368   $    12,912
  Accounts receivable                                                  10,000             -
  Prepaid expenses                                                          -           151
  Prepaid franchise tax                                                 4,388         4,788
                                                                  ------------  ------------
    TOTAL CURRENT ASSETS                                               14,756        17,851
  Deposit                                                              10,000        10,000
  Purchased insurance policies, net                                    50,459        52,037
  Fixed assets, net                                                    22,315        31,815
                                                                  ------------  ------------
TOTAL ASSETS                                                      $    97,530   $   111,703
                                                                  ============  ============

LIABILITIES:
  Accounts payable - other                                              9,661        17,364
  Accrued payroll                                                      33,225        33,225
  Accrued liabilities                                                  37,642        68,930
  Note payable to related party                                        72,526             -
  Current portion of notes payable to stockholders                    396,009       287,949
  Accrued interest - notes payable to stockholders                     77,451        57,432
                                                                  ------------  ------------
    Total current liabilities                                         626,514       464,900
  Long-term portion of notes payable to stockholders                  114,724       222,784
                                                                  ------------  ------------
  TOTAL LIABILITIES                                                   741,238       687,684
                                                                  ------------  ------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $.002 par value. Authorized 5,000,000 shares             -             -
    No shares issued and outstanding at March 31, 2002 and
    March 31, 2001                                                          -             -
  Common stock, $.002 par value. Authorized 40,000,000 shares
    Issued and outstanding 1,095,303 shares at March 31, 2002
    and March 31, 2001.                                                 2,190         2,190
  Additional paid-in capital                                          675,068       675,068
  Accumulated deficit                                              (1,320,966)   (1,253,239)
                                                                  ------------  ------------
  TOTAL STOCKHOLDERS' EQUITY                                         (643,708)     (575,981)
                                                                  ------------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $    97,530   $   111,703
                                                                  ============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                               AUTOLEND GROUP, INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR YEARS ENDED MARCH 31, 2002, 2001 AND 2000


                                                                 2002        2001         2000
                                                              ----------  ----------  ------------
<S>                                                           <C>         <C>         <C>
REVENUES:
  Revenues from matured insurance policies                    $  10,000   $       -   $    37,500
                                                              ----------  ----------  ------------
    Gross revenues                                               10,000                    37,500
  Cost of matured insurance policies                             (1,578)          -       (32,625)
                                                              ----------  ----------  ------------
    TOTAL NET REVENUES                                            8,422                     4,875
  General and administrative expenses                          (221,996)   (716,155)   (1,372,402)
  Loss on termination agreement                                       -    (117,500)            -
                                                              ----------  ----------  ------------
    OPERATING LOSS                                             (213,574)   (833,655)   (1,367,527)
                                                              ----------  ----------  ------------
OTHER INCOME / (EXPENSES)
  Interest income                                                   322       4,862        75,858
  Investment income                                               6,500           -             -
  Gain on ITB Settlement                                              -      10,000             -
  Gain on State Assessment Settlement                            21,286           -             -
  Rental income                                                  42,250       6,500             -
  Notes payable, discount amortization                          (20,018)    (25,931)      (31,501)
  Interest expense                                                    -         (40)            -
  Cancellation of Florida tax claim                                   -           -       177,876
  Recapture - purchase insurance policies                                    15,649       106,213
  Other income                                                      807       2,129        45,268
                                                              ----------  ----------  ------------
    TOTAL NET OTHER INCOME / (EXPENSE)                           51,147      13,169       373,714
                                                              ----------  ----------  ------------
Loss from continuing operations                                (162,427)   (820,486)     (993,813)
  Reorganization cost incurred after Chapter 11 proceedings           -           -      (189,841)
  Gain on Advesary claim and (loss) on settlement ITB/NPD             -           -       451,040
                                                              ----------  ----------  ------------
Loss before discontinued operations and extraordinary items    (162,427)   (820,486)     (732,614)
  Discontinued operations:
    Income from discontinued operations (net)                    94,700      56,894       188,164
  Extraordinary item:
    Gain as result of reorganization-debentures                       -           -       178,454
                                                              ----------  ----------  ------------
    NET LOSS                                                  $ (67,727)  $(763,592)  $  (365,996)
                                                              ==========  ==========  ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                               AUTOLEND GROUP, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
                           FOR YEARS ENDED MARCH 31, 2002, 2001 AND 2000


                                                                 2002         2001         2000
                                                              -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>
Loss before discontinued operations and extraordinary items   $    (0.15)  $    (0.75)  $    (0.70)
  Discontinued operations:
    Income from discontinued operations (net)                       0.09         0.05         0.18
  Extraordinary item:
    Gain as result of reorganization-debentures                        -            -         0.17
                                                              -----------  -----------  -----------

  Net loss per share                                          $    (0.06)  $    (0.70)  $    (0.35)
                                                              ===========  ===========  ===========


Weighted average number of common and common
  equivalent shares issued and outstanding                     1,095,303    1,089,345       45,367

Weighted average number of common and common
  equivalent shares issuable                                           -        4,605      996,870
                                                              -----------  -----------  -----------

Total weighted average number of common and common
  equivalent shares issued and outstanding, and issuable      $1,095,303   $1,093,950   $1,042,237
                                                              ===========  ===========  ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                            AUTOLEND GROUP, INC. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY/(DEFICIT)
                                        FOR YEARS ENDED MARCH 31, 2002, 2001 AND 2000

                                                 Preferred Stock  Common Stock
                                                 ---------------  -----------            Additional
                                                  # of      $        # of         $       Paid-in    Accumulated
                                                 Shares  Amount     Shares      Amount    Capital      Deficit       Total
                                                 ------  -------  -----------  --------  ---------  -------------  ----------
<S>                                              <C>     <C>      <C>          <C>       <C>        <C>            <C>
Balance at March 31, 1999                             -        -   1,040,000   $ 2,080   $690,033   $   (123,651)  $ 568,462
  Issuable common stock not issued                    -        -     (25,000)      (50)   (16,587)             -     (16,637)
  Issuance of 78,678 shares of new
    common stock at $1.00 per share
    net of cost                                       -        -      78,678       157          -              -         157
  Net loss for fiscal year ended March 31, 2000       -        -           -         -          -       (365,996)   (365,996)
                                                 ------  -------  -----------  --------  ---------  -------------  ----------
Balance at March 31, 2000                             -        -   1,093,678     2,187    673,446       (489,647)    185,986
  Issuance of 1,625 shares of new
    common stock at $1.00 per share                   -        -       1,625         3      1,622              -       1,625
  Net loss for fiscal year ended March 31, 2001       -        -           -         -          -       (763,592)   (763,592)
                                                 ------  -------  -----------  --------  ---------  -------------  ----------
Balance at March 31, 2001                             -        -   1,095,303     2,190    675,068     (1,253,239)   (575,981)
  Net loss for fiscal year ended March 31, 2002       -        -           -         -          -        (67,727)    (67,727)
                                                 ------  -------  -----------  --------  ---------  -------------  ----------
Balance at March 31, 2002                             -        -  $1,095,303   $ 2,190   $675,068   $ (1,320,966)  $(643,708)
                                                 ======  =======  ===========  ========  =========  =============  ==========
</TABLE>


          See accompanying notes to consolidated financial statements.


                                      F-7
<PAGE>
<TABLE>
<CAPTION>
                                  AUTOLEND GROUP, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR YEARS ENDED MARCH 31, 2002, 2001 AND 2000


                                                                   2002         2001         2000
                                                               ------------  ----------  ------------
<S>                                                            <C>           <C>         <C>
CASH FLOW FROM OPERATING ACTIVITIES:
  Net loss                                                     $   (67,727)  $(763,592)  $  (365,996)
  Adjustments to reconcile net income/(loss) to
      net cash flow from operating activities:
    Depreciation expense                                             9,500      10,562        19,454
    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)
    Gain on sale of installment loan portfolio                     (95,000)
    Loan loss recovery, net                                                                 (273,954)
    Loss on termination agreement with former officer                                        117,500
    Amortization of note discount                                   20,019      25,931        31,501
    S-1 Registration costs currently expensed                                                 78,141
    Gain on relief of liability                                                              (27,950)
    Write-down / (recapture) - purchased insurance policies                                 (106,213)
    (Gain) on sale of assets                                                    (1,051)
  Changes in assets and liabilities:
    Accounts Receivable                                            (10,000)
    Prepaid expenses                                                   151      21,305        (4,787)
    Prepaid franchise tax                                              400      (4,788)
    Installment contracts / recoveries receivable (car loans)                   35,390       292,359
    Other receivables                                                           40,955         3,786
    Deposit                                                                    (10,000)
    Purchased insurance policies                                     1,578     (16,359)      197,185
    Accounts payable and accrued liabilities                        (7,703)     75,558      (549,192)
    Notes payable - related party                                   72,526
    Other liabilities - contingent                                 (31,288)          -             -
                                                               ------------  ----------  ------------
      Cash used by operating activities                           (107,544)   (468,589)   (1,513,036)
                                                               ------------  ----------  ------------
CASH FLOW FROM INVESTING ACTIVITIES:
  Proceeds from officer                                                         27,500
  Proceeds from sale of installment loan portfolio                  95,000
  Purchase of investments                                          (65,000)
  Proceeds received from investments                                65,000
  Proceeds from sale of fixed assets                                             1,793
  Purchase of fixed assets                                               -      (1,279)       (1,053)
                                                               ------------  ----------  ------------
      Cash provided (used) by investing activities                  95,000      28,014        (1,053)
                                                               ------------  ----------  ------------
CASH FLOW FROM FINANCING ACTIVITIES:
  Payment to debenture holders                                                            (2,894,000)
  S-1 Registration costs                                                                    (156,664)
  Proceeds from stock issuance                                           -      80,303             -
                                                               ------------  ----------  ------------
      Cash provided (used) by financing activities                       -      80,303    (3,050,664)
                                                               ------------  ----------  ------------
NET INCREASE (DECREASE) IN CASH FLOWS                              (12,544)   (360,272)   (4,564,753)
CASH AT BEGINNING OF PERIOD                                         12,912     373,184     4,937,937
                                                               ------------  ----------  ------------
CASH AT END OF PERIOD                                          $       368   $  12,912   $   373,184
                                                               ============  ==========  ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                      F-8
<PAGE>
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

There  were  no non-cash investing or financing activities during the year ended
March  31,  2002.  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.

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
     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
     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.


                                      F-9
<PAGE>
AUTOLEND GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002, 2001, AND 2000

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.  maintained  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. On April 4,
2001  the loan portfolio was sold to an unrelated third party for $95,000.  This
activity had been accounted for as a discontinued operation since April 1, 2000.
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.


(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  2).


(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.


                                      F-10
<PAGE>
(c)  Revenue  Recognition

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.

Allowance for Credit Losses - As of March 31, 2002 and 2001, management believes
that  the value reflected for the outstanding Policies is fully collectable, and
has,  accordingly,  not  provided  for  an  allowance  against  these  amounts.
(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,  2002.  All  of the Company's financial
instruments  are  held  for  non-trading  purposes.


                                      F-11
<PAGE>
(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,
2002,  which  were  1,095,303; on the weighted average number of shares issuable
and  outstanding  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.
There  were no Options or Warrants outstanding at March 31, 2002 and 2001. Fully
diluted earnings per share amounts computed based on the weighted average number
of  shares  issuable,  subscribed for, and outstanding for 2002 and 2001 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 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.

(2)  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, 2002, 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 have not been made. Additionally,
subsequent notes payable payments were not made as originally scheduled 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.

At  March  31,  2002,  the  Company  had cash and cash equivalents of $400 and a
negative  net  equity  of  $644,000.  The  equity  is exclusive of any remaining
amounts  due  pursuant  to  the  Albuquerque  office  lease  obligation,  which
approximated  $243,000 at March 31, 2002. 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,  2003.  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 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.


                                      F-12
<PAGE>
The  Company  is exploring various strategic options and financial opportunities
including  the  purchase  of  certain operating assets of Prinova Capital Group,
Inc.  Prinova  Capital  Group Inc. is a private, closely-held financial services
company,  headquartered  in  Albuquerque,  New Mexico and has no past or present
ties  or  affiliations to any recent or former shareholder, director, or officer
of  the  Company.

(3)  RELATED  PARTY  TRANSACTIONS

Transactions  with  Prinova  Capital  Group,  LLC  -  Prinova  Capital Group LLC
("Prinova  LLC")  is  a New Mexico limited liability company which is a private,
closely-held  company,  headquartered  in New Mexico. Prinova LLC has no past or
present  ties  or  affiliations  to any shareholder, director, or officer of the
Company  prior  to  October  2000.  From  October  2000 to January 29, 2002, Mr.
Vincent Garcia, the majority owner of Prinova LLC, was a member of the Company's
Board  of  Directors.

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. Prinova LLC has also acquired a
majority of the seller's rights under the 5-year, uncollateralized, non-interest
bearing  debt  obligations  of  the  Company  having  a  face value of $412,500.

Transactions  with  Prinova  Capital  Group,  Inc. - Prinova Capital Group, Inc.
("Prinova  Inc.")  is  a  New  Mexico  private,  closely-held  corporation,
headquartered in New Mexico. Prinova Inc. is a separate entity form Prinova LLC,
though  under  the  same  general ownership and control as Prinova LLC.  Prinova
Inc.  has  no past or present ties or affiliations to any shareholder, director,
or  officer  of  the Company prior to October 2000. From October 2000 to January
29, 2002, Mr. Vincent Garcia, the majority owner of Prinova Inc, was a member of
the  Company's  Board  of  Directors.

Prinova  Inc.  subleases office space from the Company on a month-to-month basis
for  $3,250  per  month.  In  November  2001  the  Company  entered  into a debt
arrangement  with Prinova Inc. for a total of $75,000 that may be drawn on an as
needed  basis.  The  term  of the note includes interest at 12% and is due on or
before  December  31,  2003.  The note is secured by the first proceeds from the
potential sale of the viatical settlements and the property and equipment of the
company.

During the year the Company purchased several fractional assignments of interest
held by Prinova Investments, Ltd., a whole-owned subsidiary of Prinova Inc., and
two other unrelated companies.  The company acquired assignments of interest for
a  total $65,000.  The Company received the entire investment balance of $65,000
plus  a  profit  of  $6,500.

(4)  PURCHASED  INSURANCE  POLICIES

At  March  31, 2002 and 2001, the face values of the policies held were $356,044
and  $366,044,  respectively. The book value of these policies at March 31, 2002
and  2001  was  the  same  at  $50,459  and  $52,037,  respectively.


                                      F-13
<PAGE>
(5)  FIXED  ASSETS

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, 2002 and 2001 is as
follows:

                                    2002       2001
                                 ---------  ---------
Furniture and fixtures           $ 46,705   $ 46,705
Computers and software              9,486      9,486
                                 ---------  ---------
Gross book value.                  56,191     56,191
Less:  accumulated depreciation   (33,876)   (24,376)
                                 ---------  ---------
Total net book value             $ 22,315   $ 31,815
                                 =========  =========


(6)   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>
                                             Year Ended        Year Ended       Year Ended
                                           March 31, 2002    March 31, 2001   March 31, 2000
                                          ----------------  ----------------  ---------------
<S>                                       <C>               <C>               <C>
Computed "expected" tax (benefit expense  $       (25,890)  $      (259,621)  $       124,439
Increase (decrease0 in income taxes
resulting from:
  Change in valuation allowances                                  3,450,928         (200,593)
  Other                                                                 (55)         (51,978)
  Net operating loss carryforward                  25,890        (3,191,252)          128,132
                                          ----------------  ----------------  ---------------

Total income tax expense                  $             -   $             -   $             -
                                          ================  ================  ===============
</TABLE>


                                      F-14
<PAGE>
The  tax  effects  of  temporary  differences  that  give  rise  to deferred tax
liabilities at March 31, 2002 and 2001 are presented as follows:

<TABLE>
<CAPTION>
                                                         2002        2001
                                                      ----------  ----------
<S>                                                   <C>         <C>
Deferred tax assets:
  Capital loss carryover                              $ 515,076   $ 515,076
  Net operating loss                                    191,137     191,137
  Other                                                   1,182       1,182
                                                      ----------  ----------
    Subtotal: Gross deferred tax assets               $ 707,395   $ 707,395
                                                      ----------  ----------
Deferred tax liabilities:
    Other
      Subtotal: Gross deferred tax liabilities        $       -   $       -
                                                      ----------  ----------
Net deferred tax asset, before valuation   allowance    707,395     707,395
Valuation allowance for deferred tax assets            (707,395)   (707,395)
                                                      ----------  ----------

  Total 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,  2002  and  2001.


                                      F-15
<PAGE>
(7)   NET  OPERATING  LOSS  CARRYFORWARDS

As  of  March  31,  2002,  the  Company  had  available  unused  capital  loss
carryforwards  and  operating  loss  carryforwards  that  may provide future tax
benefits,  which  expire  as  follows:


                Unused Capital    Federal Unused Net    State Unused Net
Year of              Loss           Operating Loss       Operating Loss
Expiration       Carryforwards       Carryforwards        Carryforwards
   2003        $             -  $                 -  $           7,000
   2004                186,000                                  10,000
   2005                126,000                                  12,000
   2006                                                        321,000
   2007                                                         26,000
   2012                                      35,000
   2013                                      39,000
   2019                                      58,000
   2020                                      61,000
   2021                                     321,000
   2022                                      26,000
               ---------------------------------------------------------
   Total       $       312,000  $           540,000  $         376,000
               =========================================================


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.  During  fiscal  year  ended  March  31,  2001,  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  carry  forwards  are  strict  and  the
possibilities  for  usage  are  limited.


                                      F-16
<PAGE>
(8)  STOCKHOLDERS'  EQUITY

As of March 31, 2002 and 2001, 1,095,303 shares were issued and outstanding.

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.

(9)  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, 2002 and 2001, $20,018 and $25,931, 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 payments due March 5, 2002 and March 5, 2001 were also
not  made.  The  payments  that  are  due  are,  at this point, due primarily to
shareholders.  Management  is  seeking appropriate guidance with respect to this
issue.

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,  2002,  the  remaining  obligation  under  the  lease  totaled approximately
$114,000.  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.


                                      F-17
<PAGE>