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

NO  ASSURANCE  OF  CONTINUED  PROFITABILITY;
FLUCTUATIONS  IN  OPERATING  RESULTS

The  Company  began operations in 1992 and incurred significant losses in 1994
and  1995.   For the nine months ended September 30, 1996 the Company achieved
profitability  with net earnings of approximately $4.1 million (including $2.6
million  from  the  sale  of  contract  receivables  pursuant to the Company's
securitization  program)  on total revenues of $57.7 million.  There can be no
assurance  that the Company will remain profitable.  Historically, the Company
has  experienced higher revenues in the first two quarters of the year than in
the  latter half of the year.  The Company believes that these results are due
to  seasonal  buying patterns resulting in part from the fact that many of its
customers  receive income tax refunds during the first part of the year, which
are  a  primary  source  of  down  payments  on  used  car  purchases.






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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 the
Company's securitization program with SunAmerica Life Insurance Company, which
program  the  Company  expects  to  continue  for  the  foreseeable  future.  
Consequently,  the  Company's net income 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  the  securities  markets
generally, conditions in the asset-backed securities markets specifically, and
the  credit  quality of the Company's servicing portfolio.  The amount of gain
on  sales  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 securitizations 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.

POOR  CREDITWORTHINESS  OF  BORROWERS;
HIGH  RISK  OF  CREDIT  LOSSES

Substantially  all  of the contracts that the Company originates, acquires, or
services  are  with  customers  with limited credit histories, low incomes, or
past  credit  problems  ("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  a  fixed  interest  rate  of  29.9%  on contracts
originated at its wholly owned dealerships ("Company Dealerships") while rates
generally  range  from 21.0% to 29.9% on the contracts it purchases from third
party  dealers  ("Third  Party  Dealers").    In  addition,  the  Company  has
established  an Allowance for Credit Losses to cover anticipated credit losses
on  the  contracts  currently  in  its  portfolio.    The Company believes its
Allowance  for  Credit Losses is adequate to absorb anticipated credit losses.
However,  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 reserves 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.

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
owned  dealerships  ("Company  Dealerships")  and  Third Party Dealer contract
buying offices ("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 on its
ability   to:   (i)  expand  its  revenue  generating  operations  while   not
proportionally  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


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increasingly competitive market in which it operates.  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 a collateralized dealer financing program ("Cygnet
Dealer  Program"),  pursuant to which the Company intends to provide 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 financing necessary to fully implement the
Cygnet  Dealer  Program.    In addition, there can be no assurance the Company
will  be  successful  in  its  efforts  to  expand  its  insurance 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  Circuit City's CarMax, 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 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 a highly
fragmented  and  very competitive market.  In recent periods, 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.
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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
increased  delinquencies,  repossessions,  and credit losses that could hinder
the  Company's planned expansion.  Because of the Company's focus on Sub-Prime
Borrowers,  its actual rate of delinquencies, repossessions, and credit losses
on  contracts  could be higher under adverse conditions than those experienced
in  the  used  car  sales  and  finance  industry  in  general.

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  will  also enter 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

The  Company's  direct  used  car sales and financing operations are currently
conducted  in  the  Phoenix  and  Tucson,  Arizona,  metropolitan  areas.   In
addition,  as  of  September 30, 1996, five of the Company's twenty-two Branch
Offices  were  located  in  Arizona.   A substantial majority of the contracts
owned   by  the  Company  at  September  30,  1996 were originated in Arizona.
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  Arizona  and  the  southwestern  United  States.

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  a  revolving  credit  facility  (the  "Revolving Facility") with
General  Electric Capital Corporation, 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 numerous 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.  There can be no assurance that

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the  Company  will  be able to continue to satisfy the terms and conditions of
the  Revolving  Facility  or  that  it  will  be  extended  beyond its current
expiration date.  In addition, the Company has agreed to terms with SunAmerica
Life  Insurance  Company  ("SunAmerica")  pursuant  to  which  SunAmerica  may
purchase up to $175.0 million of the Company's asset-backed securities created
pursuant to the terms of a securitization program.  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.  There can
be no assurance that any further securitizations will be completed or that the
Company  will  be able to secure additional financing, including the financing
necessary  to  implement  the Cygnet Dealer Program, when and as needed in the
future,  or  on  terms  acceptable  to  the  Company.

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 under 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 a fixed interest rate of 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,  all of the
Company's  used  car  sales activities are conducted in, and a majority of the
contracts  the  Company  services  are  originated in, Arizona, which does not
impose limits on the rate that a lender may charge.  The Company has expanded,
and  will  continue  to  expand,  its operations into states that impose usury
limits.    The  Company  attempts  to  mitigate  these  rate  restrictions  by
purchasing  contracts  originated  in  these states at a higher discount.  The
Company's  inability  to  achieve  adequate discounts in states imposing usury
limits  would adversely affect the Company's planned expansion and its results
of  operations.  There can be no assurance that Arizona will not adopt a usury
statute  or  that Arizona or other jurisdictions in which the Company operates
will  not  adopt  additional laws, rules, and regulations that could adversely
affect  the  Company's  business.

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
limited  non-competition  provisions)  with  certain  of  its  officers.



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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
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.

POSSIBLE  VOLATILITY  OF  STOCK  PRICES

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.


























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