EXHIBIT 99

CAUTIONARY  STATEMENT  REGARDING  FORWARD  LOOKING  STATEMENTS
--------------------------------------------------------------

The  Company  wishes  to take advantage of the new "safe harbor" provisions of
the  Private  Securities  Litigation  Reform  Act  of  1995 and is filing this
cautionary  statement  in  connection  with such safe harbor legislation.  The
Company's Form 10-K, this Form 10-Q, any other Form 10-Q, any Form 8-K, or any
other  written  or  oral  statements  made  by or on behalf of the Company may
include  forward  looking statements which reflect the Company's current views
with respect to future events and financial performance.  The words "believe,"
"expect,"  "anticipate,"  "intends,"  "forecast,"  "project,"  and  similar
expressions  identify  forward  looking  statements.

The  Company  wishes  to caution investors that any forward looking statements
made  by  or  on  behalf of the Company are subject to uncertainties and other
factors  that  could  cause  actual  results  to  differ  materially from such
statements.    These  uncertainties  and  other  factors  include, but are not
limited  to,  the Risk Factors listed below (many of which have been discussed
in  prior  SEC  filings  by the Company).  Though the Company has attempted to
list  comprehensively  these  important factors, the Company wishes to caution
investors  that  other  factors  may  in  the  future prove to be important in
affecting  the  Company's results of operations.  New factors emerge from time
to  time and it is not possible for management to predict all of such factors,
nor can it assess the impact of each such factor on the business or the extent
to  which  any  factor, or combination of factors, may cause actual results to
differ  materially  from  forward  looking  statements.

Investors  are  further  cautioned not to place undue reliance on such forward
looking  statements  as  they speak only of the Company's views as of the date
the  statement  was  made.    The Company undertakes no obligation to publicly
update  or  revise  any forward looking statements, whether as a result of new
information,  future  events,  or  otherwise.

RISK  FACTORS
-------------

Investing  in  the stock of the Company involves certain risks. In addition to
the  other  information included elsewhere in this From 10-Q, investors should
give  careful consideration to the following risk factors which may impact the
Company's  performance  and  the  price  of  its  stock.

NO  ASSURANCE  OF  CONTINUED  PROFITABILITY; FLUCTUATIONS IN OPERATING RESULTS
------------------------------------------------------------------------------

The  Company  began operations in 1992 and incurred significant losses in 1994
and  1995.  In  1996,  however,  the  Company  achieved profitability with net
earnings  of  approximately  $5.9  million  (including  $4.4  million of gains
recognized  from  the  sale  of  contract  receivables  pursuant  to  the
Securitization  Program)  on  total revenues of $75.6 million. There can be no
assurance  that  the  Company  will  remain  profitable.  See  Part 1, Item 2.
"Management's  Discussion  and  Analysis of Financial Condition and Results of
Operations."





<PAGE>
DEPENDENCE  ON  SECURITIZATIONS
-------------------------------

In  recent  periods,  a significant portion of the Company's net earnings have
been  attributable  to  gains  on  sales  of  contract  receivables  under its
Securitization  Program,  which  the  Company  expects  to  continue  for  the
foreseeable  future.  Consequently,  the  Company's net earnings may fluctuate
from  quarter  to  quarter  as  a  result  of  the  timing  and  size  of  its
securitizations.  The  Company's  ability  to  successfully  complete
securitizations  in  the  future may be affected by several factors, including
the  condition of securities markets generally, conditions in the asset-backed
securities  markets  specifically,  and  the  credit  quality of the Company's
portfolio.  The  amount  of  any gain on sale is based upon certain estimates,
which  may  not subsequently be realized. To the extent that actual cash flows
on  a  securitization  are  materially  below  estimates, the Company would be
required  to  revalue  the  residual  portion  of  the securitization which it
retains,  and  record  a  charge  to  earnings  based  upon  the reduction. In
addition,  the Company records ongoing income based upon the cash flows on its
residual  portion.  The income recorded on the residual portion will vary from
quarter  to quarter based upon cash flows received in a given period. See Part
1,  Item  2.  "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations."

POOR  CREDITWORTHINESS  OF  BORROWERS;  HIGH  RISK  OF  CREDIT  LOSSES
----------------------------------------------------------------------

Substantially  all  of  the  contracts  that  the  Company  services  are with
Sub-Prime  Borrowers.  Due to their poor credit histories, Sub-Prime Borrowers
are generally unable to obtain credit from traditional financial institutions,
such  as banks, savings and loans, credit unions, or captive finance companies
owned  by  automobile  manufacturers.  The  Company  typically  charges  fixed
interest  rates ranging from 21.0% to 29.9% on contracts originated at Company
Dealerships,  while  rates range from 17.6% to 29.9% on the Third Party Dealer
contracts  it purchases. In addition, the Company has established an Allowance
for  Credit  Losses,  which approximated 17.7% and 13.9% of contract principal
balances  for  1995 and 1996, respectively, to cover anticipated credit losses
on  the  contracts  currently in its portfolio. At December 31, 1995 and 1996,
the  principal  balance  of  delinquent  contracts  as  a  percentage of total
outstanding  contract  principal balances was 4.2% and 3.7%, respectively. The
Company's net charge offs as a percentage of average principal outstanding for
the years ended December 31, 1995 and 1996 were 21.7% and 16.7%, respectively.
No  assurance  can  be  given that the Company has adequately provided for, or
will adequately provide for, such credit risks or that credit losses in excess
of its Allowance for Credit Losses will not occur in the future. A significant
variation  in  the  timing  of  or  increase in credit losses on the Company's
portfolio would have a material adverse effect on the Company's profitability.
See  Part  1,  Item  2.  "Management's  Discussion  and  Analysis of Financial
Condition  and  Results  of  Operations  -  Allowance  for  Credit  Losses."

RISKS  ASSOCIATED  WITH  GROWTH  STRATEGY  AND  NEW  PRODUCT  OFFERINGS
-----------------------------------------------------------------------

The  Company's  business strategy calls for aggressive growth in its sales and
financing  activities  through  the development and acquisition of new Company
Dealerships and Branch Offices and the expansion of its existing operations to
include  additional financing and insurance services. The Company's ability to
remain  profitable  as  it pursues this business strategy will depend upon its
ability  to:  (i)  expand  its  revenue  generating  operations  while  not

<PAGE>
proportionately  increasing  its  administrative  overhead; (ii) originate and
purchase  contracts with an acceptable level of credit risk; (iii) effectively
collect payments due on the contracts in its portfolio; (iv) locate sufficient
financing,  with acceptable terms, to fund the expansion of used car sales and
the  origination  and  purchase  of additional contracts; and (v) adapt to the
increasingly competitive market in which it operates. Outside factors, such as
the economic, regulatory, and judicial environments in which it operates, will
also  have  an  effect  on  the Company's business. The Company's inability to
achieve  or  maintain  any or all of these goals could have a material adverse
effect  on  the  Company's  operations,  profitability,  and  growth.

The  Company  has  initiated  its Cygnet Dealer Program, pursuant to which the
Company  provides qualified Third Party Dealers with operating lines of credit
secured  by  such  dealers'  retail installment contract portfolios. While the
Company will require Third Party Dealers to meet certain minimum net worth and
operating history criteria to be considered for inclusion in the Cygnet Dealer
Program,  the  Company  will, nevertheless, be extending credit to dealers who
are  not  otherwise  able  to  obtain  debt financing from traditional lending
institutions  such  as  banks,  credit  unions,  and  major finance companies.
Consequently,  as  with  its  other  financing activities, the Company will be
subject  to  a  high  risk of credit losses that could have a material adverse
effect  on  the Company's financial condition and results of operations and on
the  Company's  ability  to meet its own financing obligations. Further, there
can  be  no  assurance  that  the Company will be able to obtain the financing
necessary to fully implement the Cygnet Dealer Program. In addition, there can
be  no  assurance that the Company will be successful in its efforts to expand
its  insurance  services.

NO  ASSURANCE  OF  SUCCESSFUL  ACQUISITIONS
-------------------------------------------

The  Company  has  recently completed two acquisitions and intends to consider
acquisitions  of  and alliances with other companies that could complement the
Company's  existing  business.    There  can  be  no  assurance  that suitable
acquisition  or  joint  venture  candidates  can  be  identified,  or that, if
identified, any such transactions will be consummated.  Furthermore, there can
be  no  assurance that the Company will be able to integrate successfully such
acquired  businesses  including  those  recently  acquired  into  its existing
operations,  which  could  increase  the  Company's  operating expenses in the
short-term  and  materially  and  adversely  affect  the  Company's results of
operations.    Moreover,  any  acquisition  by  the  Company  may  result  in
potentially  dilutive  issuances  of  equity  securities,  the  incurrance  of
additional  debt,  and  amortization  of  expenses  related  to  goodwill  and
intangible  assets,  all  of  which  could  adversely  affect  the  Company's
profitability.   Acquisitions involve numerous risks, such as the diversion of
the  attention  of  the Company's management from other business concerns, the
entrance  of  the  Company into markets in which it has had no or only limited
experience,  and  the potential loss of key employees of the acquired company,
all  of  which could have a material adverse effect on the Company's business,
financial  condition,  and  results  of  operations.

HIGHLY  COMPETITIVE  INDUSTRY
-----------------------------

Although  the used car sales industry has historically been highly fragmented,
it  has  attracted  significant  attention  recently  from  a  number of large
companies,  including AutoNation, U.S.A. and Driver's Mart, which have entered
the used car sales business or announced plans to develop large used car sales

<PAGE>
operations.  Many  franchised  new  car  dealerships have also increased their
focus  on  the  used car market. The Company believes that these companies are
attracted  by  the  relatively high gross margins that can be achieved in this
market  and  the industry's lack of consolidation. Many of these companies and
franchised  dealers have significantly greater financial, marketing, and other
resources  than  the  Company. Among other things, increased competition could
result  in  increased  wholesale  costs  for used cars, decreased retail sales
prices,  and  lower  margins.

Like the sale of used cars, the business of purchasing and servicing contracts
originated  from  the  sale  of  used  cars  to  Sub-Prime Borrowers is highly
fragmented  and  very  competitive.  In recent years, several consumer finance
companies  have  completed  public  offerings  in  order  to raise the capital
necessary  to  fund  expansion  and  support increased purchases of contracts.
These  companies have increased the competition for the purchase of contracts,
in many cases purchasing contracts at prices that the Company believes are not
commensurate  with  the associated risk. There are numerous financial services
companies  serving,  or capable of serving, this market, including traditional
financial  institutions  such  as banks, savings and loans, credit unions, and
captive  finance  companies  owned  by  automobile  manufacturers,  and  other
non-traditional  consumer  finance companies, many of which have significantly
greater  financial and other resources than the Company. Increased competition
may  cause  downward  pressure  on  the  interest rates the Company charges on
contracts originated by its Company Dealerships or cause the Company to reduce
or  eliminate  the  nonrefundable  acquisition  discount  on  the contracts it
purchases from Third Party Dealers, which could have a material adverse effect
on  the  Company's  profitability.

The  Company  believes  that recent demographic, economic, and industry trends
favor  growth  in the used car sales and Sub-Prime Borrower financing markets.
To  the  extent  such  trends  do  not  continue,  however,  the  Company's
profitability  may  be  materially  and  adversely  affected.

GENERAL  ECONOMIC  CONDITIONS
-----------------------------

The  Company's  business  is directly related to sales of used cars, which are
affected  by  employment  rates,  prevailing interest rates, and other general
economic  conditions.  While  the  Company  believes  that  current  economic
conditions  favor continued growth in the markets it serves and those in which
it  seeks  to  expand,  a  future economic slowdown or recession could lead to
decreased  sales  of used cars and increased delinquencies, repossessions, and
credit  losses  that  could  hinder  the  Company's  business.  Because of the
Company's focus on the sub-prime segment of the automobile financing industry,
its  actual  rate  of delinquencies, repossessions, and credit losses could be
higher  under  adverse conditions than those experienced in the used car sales
and  finance  industry  in  general.

INDUSTRY  CONSIDERATIONS  AND  LEGAL  CONTINGENCIES
---------------------------------------------------

In  recent  periods,  several  major used car finance companies have announced
major  downward  adjustments to their financial statements, violations of loan
covenants,  related  litigation  and  other  events. In addition, one of these
companies  has  filed  for bankruptcy protection. These announcements have had
and  may  continue to have a disruptive effect on the market for securities of
sub-prime automobile finance companies, are expected to result in a tightening
of  credit  to  the  sub-prime  markets  and could lead to enhanced regulatory

<PAGE>
oversight.  Furthermore,  companies in the used car financing market have been
subject  to an increasing number of class action lawsuits brought by customers
and  third  party  dealers  alleging  violations  of various federal and state
credit  and similar laws and regulations, breach of contract and other claims.
Although  the  Company  is  not  currently  subject  to  any such lawsuits, no
assurance  can  be  given  that  such  claims will not be asserted against the
Company  in the future or that the Company's operations will not be subject to
enhanced  regulatory  oversight.

NEED  TO  ESTABLISH  AND  MAINTAIN  RELATIONSHIPS  WITH  THIRD  PARTY  DEALERS
------------------------------------------------------------------------------

The  Company  enters  into  nonexclusive  agreements with Third Party Dealers,
which  may  be  terminated  by either party at any time, pursuant to which the
Company purchases contracts originated by such dealers that meet the Company's
established  terms  and conditions. Pursuant to the Cygnet Dealer Program, the
Company  enters  into financing agreements with qualified Third Party Dealers.
The  Company's  Third  Party  Dealer financing activities depend in large part
upon  its  ability  to establish and maintain relationships with such dealers.
While  the  Company  believes  that  it  has been successful in developing and
maintaining  relationships  with  Third  Party  Dealers in the markets that it
currently  serves,  there  can  be  no  assurance  that  the  Company  will be
successful  in maintaining or increasing its existing Third Party Dealer base,
that  such  dealers will continue to generate a volume of contracts comparable
to the volume of contracts historically generated by such dealers, or that any
such  dealers  will  become  involved  in  the  Cygnet  Dealer  Program.

GEOGRAPHIC  CONCENTRATION
-------------------------

Company  Dealership operations are currently concentrated in Arizona, Florida,
Nevada, and Texas. In addition, a majority of the Company's Branch Offices are
located  in  Arizona,  Indiana,  Florida,  and  Texas.  Because  of  this
concentration,  the  Company's business may be adversely affected in the event
of  a  downturn  in  the general economic conditions existing in the Company's
primary  markets

DEPENDENCE  ON  EXTERNAL  FINANCING
-----------------------------------

The  Company has borrowed, and will continue to borrow, substantial amounts to
fund  its operations from financing companies and other lenders, some of which
are  affiliated  with  the  Company. Currently, the Company receives financing
pursuant  to  the  Revolving  Facility  with  GE  Capital, which has a maximum
commitment  of  $50.0  million.  Under the Revolving Facility, the Company may
borrow  up  to  65.0%  of the principal balance of eligible Company Dealership
contracts  and  up  to  90.0% of the principal balance of eligible Third Party
Dealer  contracts.  The Revolving Facility expires in September 1997, at which
time  the  Company  has  the  option  to renew it for one additional year. The
Revolving Facility is secured by substantially all of the Company's assets. In
addition,  the Revolving Facility contains various covenants that limit, among
other  things,  the  Company's  ability to engage in mergers and acquisitions,
incur  additional indebtedness, and pay dividends or make other distributions,
and also requires the Company to meet certain financial tests. As of March 31,
1997,  the aggregate principal amount outstanding under the Revolving Facility
was  $100,000,  and  the  amount  available  to be borrowed was $49.9 million.
Although the Company believes it is currently in compliance with the terms and
conditions  of  the  Revolving  Facility,  there  can be no assurance that the

<PAGE>
Company  will be able to continue to satisfy such terms and conditions or that
the  Revolving  Facility  will be extended beyond its current expiration date.
For a discussion of certain possible amendments to the Revolving Facility, see
Part  1,  Item 2. "Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations  -  Liquidity  and  Capital Resources - Revolving
Facility."    In  addition,  the  Company and SunAmerica have entered into the
Securitization  Program pursuant to which SunAmerica may purchase up to $175.0
million  of  the Company's asset-backed securities. The Securitization Program
is  subject  to numerous terms and conditions, including the Company's ability
to  achieve  investment-grade  ratings  on  its asset-backed securities. As of
March  31,  1997, the Company had securitized an aggregate of $68.2 million in
contracts  originated  through  Company Dealerships and $60.7 million in loans
originated at Third Party Dealers and purchased by the Company, and had issued
$105.2  million in asset-backed securities to SunAmerica in since inception of
the  Securitization  Program.  There  can  be  no assurance, however, that any
further  securitizations will be completed or that the Company will be able to
secure  additional  financing,  including  the  financing  necessary  to fully
implement  the  Cygnet Dealer Program, when and as needed in the future, or on
terms  acceptable to the Company. See Part 1, Item 2. "Management's Discussion
and  Analysis of Financial Condition and Results of Operations - Liquidity and
Capital  Resources."

SENSITIVITY  TO  INTEREST  RATES
--------------------------------

A  substantial  portion  of  the  Company's  financing income results from the
difference  between  the  rate of interest it pays on the funds it borrows and
the  rate  of  interest  it earns on the contracts in its portfolio. While the
contracts the Company services bear interest at a fixed rate, the indebtedness
that  the  Company  incurs  under  its  Revolving Facility bears interest at a
floating rate. In the event the Company's interest expense increases, it would
seek  to  compensate  for  such increases by raising the interest rates on its
Company  Dealership contracts, increasing the acquisition discount at which it
purchases  Third Party Dealer contracts, or raising the retail sales prices of
its  used  cars. To the extent the Company were unable to do so, the Company's
net interest margins would decrease, thereby adversely affecting the Company's
profitability.

IMPACT  OF  USURY  LAWS
-----------------------

The Company typically charges fixed interest rates ranging from 21.0% to 29.9%
on  the  contracts  originated  at Company Dealerships, while rates range from
17.6%  to 29.9% on the Third Party Dealer contracts it purchases. Currently, a
significant  portion  of the Company's used car sales activities are conducted
in,  and  a  significant  portion  of  the  contracts the Company services are
originated in, Arizona, which does not impose limits on the interest rate that
a  lender  may charge. However, the Company has expanded, and will continue to
expand,  its  operations into states that impose usury limits, such as Florida
and  Texas.  The  Company  attempts  to  mitigate  these  rate restrictions by
purchasing  contracts from Third Party Dealers originated in these states at a
higher  discount,  or  by  obtaining higher gross margins on vehicles sold and
financed  at  Company Dealerships. The Company's inability to achieve adequate
discounts,  or  gross  margins in states imposing usury limits would adversely
affect  the  Company's  planned expansion and its results of operations. There
can  be no assurance that the usury limitations to which the Company is or may
become  subject  or  that  additional laws, rules, and regulations that may be
adopted  in  the  future  will  not  adversely  affect the Company's business.

<PAGE>
DEPENDENCE  UPON  KEY  PERSONNEL
--------------------------------

The  Company's  future  success will depend upon the continued services of the
Company's  senior  management  as  well  as  the  Company's ability to attract
additional  members  to  its  management  team with experience in the used car
sales  and  financing  industry. The unexpected loss of the services of any of
the  Company's  key  management  personnel,  or  its  inability to attract new
management  when  necessary,  could  have  a  material adverse effect upon the
Company.  The  Company  has  entered into employment agreements (which include
non-competition  provisions)  with  certain  of  its  officers.

CONTROL  BY  PRINCIPAL  STOCKHOLDER
-----------------------------------

Mr. Ernest C. Garcia, II, the Company's Chairman, Chief Executive Officer, and
principal  stockholder,  holds  25.1%  of  the  outstanding Common Stock. As a
result,  Mr.  Garcia  will have a significant influence upon the activities of
the Company, as well as on all matters requiring approval of the stockholders,
including  electing  or  removing members of the Company's Board of Directors,
causing  the  Company  to  engage  in  transactions  with affiliated entities,
causing  or  restricting  the  sale or merger of the Company, and changing the
Company's  dividend  policy.

POTENTIAL  ANTI-TAKEOVER  EFFECT  OF  PREFERRED  STOCK
------------------------------------------------------

The  Company's  Certificate  of  Incorporation authorizes the Company to issue
"blank  check"  Preferred  Stock,  the  designation,  number,  voting  powers,
preferences,  and rights of which may be fixed or altered from time to time by
the Board of Directors. Accordingly, the Board of Directors has the authority,
without  stockholder  approval,  to  issue  Preferred  Stock  with  dividend,
conversion,  redemption,  liquidation,  sinking fund, voting, and other rights
that could adversely affect the voting power or other rights of the holders of
the  Common  Stock.  The  Preferred  Stock  could  be  utilized, under certain
circumstances,  to  discourage,  delay,  or prevent a merger, tender offer, or
change  in  control  of the Company that a stockholder might consider to be in
its  best  interests. Although the Company has no present intention of issuing
any  additional  shares  of  its  authorized  Preferred Stock, there can be no
assurance  that  the  Company  will  not  do  so  in  the  future.

REGULATION,  SUPERVISION,  AND  LICENSING
-----------------------------------------

The  Company's  operations are subject to ongoing regulation, supervision, and
licensing  under  various  federal, state, and local statutes, ordinances, and
regulations.  Among  other  things, these laws require that the Company obtain
and  maintain certain licenses and qualifications, limit or prescribe terms of
the  contracts that the Company originates and/or purchases, require specified
disclosures  to  customers,  limit  the  Company's right to repossess and sell
collateral,  and  prohibit  the  Company  from  discriminating against certain
customers.  The  Company  is also subject to federal and state franchising and
insurance  laws.    

The  Company  believes that it is currently in substantial compliance with all
applicable  federal,  state,  and  local laws and regulations. There can be no
assurance, however, that the Company will be able to remain in compliance with
such  laws,  and  such  failure  could  have  a material adverse effect on the

<PAGE>
operations  of  the  Company. In addition, the adoption of additional statutes
and  regulations,  changes  in  the  interpretation  of  existing statutes and
regulations,  or the Company's entrance into jurisdictions with more stringent
regulatory  requirements could have a material adverse effect on the Company's
business.

SHARES  ELIGIBLE  FOR  FUTURE  SALE
-----------------------------------

Approximately  5,122,456  shares of Common Stock outstanding as of the date of
this  Quarterly  Report  are  "restricted securities," as that term is defined
under  Rule  144  promulgated under the Securities Act. In general, under Rule
144  as  currently  in  effect,  subject  to the satisfaction of certain other
conditions, if one year has elapsed since the later of the date of acquisition
of restricted shares from an issuer or an affiliate of an issuer, the acquiror
or  subsequent  holder  is  entitled  to  sell  in the open market, within any
three-month period, a number of shares that does not exceed the greater of one
percent  of  the  outstanding  shares  of the same class or the average weekly
trading  volume  during  the  four  calendar weeks preceding the filing of the
required  notice  of  sale.  (A  person  who  has not been an affiliate of the
Company  for  at least the three months immediately preceding the sale and who
has  beneficially owned shares of Common Stock as described above for at least
two years is entitled to sell such shares under Rule 144 without regard to any
of  the  limitations  described  above.)  Of  the  "restricted  securities"
outstanding, substantially all of these shares have been held for the one-year
holding  period  required  under  Rule  144.  In addition, 5,413,144 shares of
Common  Stock  were recently registered for resale under the Securities Act of
1933,  as  amended  (the  "Securities  Act").  No predictions can be made with
respect to the effect, if any, that sales of the Common Stock in the market or
the  availability  of shares of Common Stock for sale under Rule 144 will have
on  the  market  price  of  Common  Stock  prevailing  from  time  to  time.
Nevertheless,  the possibility that substantial amounts of Common Stock may be
sold  in  the  public market may adversely affect prevailing market prices for
the  Common  Stock.

POSSIBLE  VOLATILITY  OF  STOCK  PRICE
--------------------------------------

The  market  price  of  the  Common  Stock  could  be  subject  to significant
fluctuations  in  response to such factors as, among others, variations in the
anticipated  or actual results of operations of the Company or other companies
in  the  used  car sales and finance industry, changes in conditions affecting
the  economy  generally,  analyst  reports, or general trends in the industry.