<PAGE> 20
                                                                   EXHIBIT-99


CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS AND RISK FACTORS

      The Company wishes to take advantage of the "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. This 
Form 10-Q, any other Form 10-Q, any Form 8-K, other SEC filings 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," "intend," "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 important factors, the Company wishes to caution investors that other 
factors may prove to be important in affecting the Company's results of 
operations. In addition, 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. 

     Capitalized terms not otherwise defined in this Exhibit 99 shall have 
the meaning assigned to them in the Form 10-Q.

RISK FACTORS

 In addition to the other information included elsewhere in this Form 10-Q, 
investors should give careful consideration to the following risk factors 
which may impact the Company's.











<PAGE>21

NO ASSURANCE OF PROFITABILITY
 
     The Company's net earnings for the year ended December 31, 1997 were 
$5.5 million. For the nine months ended September 30, 1998, the Company's net 
loss was $318,000. The Company has experienced, and in the future is expected 
to continue to experience, substantial variations in its results of 
operations as a result of a number of factors, many of which are outside the 
Company's control.
 
     Substantially all of the net earnings of the Company for the year ended 
December 31, 1997 were attributable to the FMAC transaction. The 
profitability and cash flows of the Company in the future, at least in the 
near term, will be highly dependent on its ability to successfully conclude 
additional large bulk purchase and servicing transactions similar to the FMAC 
and Reliance transactions. In recent months, the Company has experienced 
increased competition from other companies in its consideration of 
transactions similar to FMAC and Reliance. There can be no assurance that the 
Company will be able to effect similar transactions in the future on terms as 
favorable to the Company as the FMAC and Reliance transactions. Any inability 
of the Company to locate and conclude other profitable bulk purchase or 
servicing opportunities in the future could have a material adverse impact on 
the Company. See "Risk Factors -- Risks Relating to the Business -- Avoidance 
of Excess Servicing Capacity."
 
     In addition, the Company believes that a significant portion of its net 
earnings in future periods may be attributable to the FMAC and Reliance 
transactions. However, the ability of the Company to generate earnings from 
these two transactions is subject to significant contingencies. See "Risk 
Factors -- Risks Relating to the Business -- Risks Related to the FMAC 
Transaction" and "Risk Factors -- Risks Relating to the Business - Risks 
Related to the Reliance Transaction."
 
     The Company's ability to regain profitability also will depend upon its 
ability to meet its general objectives including: (i) expanding its revenue 
generating operations while not proportionately increasing its administrative 
overhead; (ii) purchasing portfolios of finance receivables with an 
acceptable level of credit risk; (iii) effectively collecting payments due on 
the finance receivables in its portfolios and in third party portfolios; (iv) 
locating sufficient financing, with acceptable terms, to fund the expansion 
of the Cygnet Dealer Program and the bulk purchase of additional finance 
receivables; and (v) adapting to the increasingly competitive markets in 
which it operates. Outside factors, such as the economic, regulatory, and 
judicial environments in which the Company operates, also will have an effect 
on the Company's business.
 
     Any of these factors could result in the periodic inefficient or 
underutilization of the Company's resources and could cause the Company's 
operating results to fluctuate significantly from period to period, including 
on a quarterly basis. There can be no assurance that the Cygnet Dealer 
Program or the FMAC or Reliance transactions or similar transactions effected 
in the future will be profitable, or if they are, that such profitability can 
be sustained.  The Company's inability to achieve or maintain any or all of 
its objectives could have a material adverse effect on the Company's 
business, financial condition, or results of operations.
 



<PAGE>22

DEPENDENCE ON UNIQUE TRANSACTIONS; QUARTERLY FLUCTUATIONS
 
     As noted above, the Company's profitability will depend significantly on 
its ability to effect large bulk purchase and servicing transactions, 
including, among others, transactions similar to the FMAC and Reliance 
transactions.  Because each potential opportunity typically presents a unique 
set of risks and circumstances, each transaction must be separately 
structured, evaluated, and negotiated. This process typically consumes 
substantial amounts of executive management time and attention with no 
assurance of a successful conclusion.  Accordingly, there can be no assurance 
that future opportunities of this type can be identified and concluded on 
terms favorable to the Company. The failure to identify and conclude such 
transactions on a continual basis could have a material adverse effect on the 
Company. See "Risk Factors -- Risks Relating to the Business -- No Assurance 
of Profitability" "-- Dependence on Key Personnel" and "-- Avoidance of 
Excess Servicing Capacity." In addition, the timing of effectuation of future 
transactions may result in wide variation in financial results on a quarterly 
basis. Moreover, the Company may evaluate opportunities for favorable 
transactions in industries other than the sub-prime automobile financing 
market. To the extent the Company purchases portfolios of loan receivables in 
industries other than the used car industry, such transactions are likely to 
present a different set of risks and challenges for which the Company may be 
less prepared as a result of its relative lack of experience in that 
industry.
 
DEPENDENCE UPON KEY PERSONNEL
 
     The Company's success will depend upon the continued services of the 
Company's senior management, particularly its Chief Executive Officer, Mr. 
Ernest C. Garcia, II, as well as the Company's ability to attract additional 
members to its management team with experience in the bulk purchasing and 
servicing industry and the used car dealer 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 does not currently plan to 
maintain any key person life insurance on any of its executive officers.
 
     The continued services of Mr. Garcia are critical to the future success 
of the Company. In particular, in the bulk purchasing and servicing line of 
business, the Company's success depends significantly on Mr. Garcia's ability 
to (i) purchase portfolios of finance receivables at discounts sufficient to 
generate profits and (ii) secure servicing of finance receivable portfolios 
with sufficient volume and fees to generate profits. In particular, it is 
expected that the Company will rely heavily on Mr. Garcia's expertise in 
identifying opportunities to purchase or service large portfolios of finance 
receivables.  Losing the services of Mr. Garcia could adversely impact the 
Company's ability to attract profitable bulk purchasing and servicing 
opportunities and in turn could have a material adverse effect on the 
Company.
 








<PAGE>23

CONVERSION TO NEW SERVICING PLATFORMS
 
     The Company is dependent upon its information systems to properly 
account for and monitor its finance receivables portfolio, its loan servicing 
operations and the Cygnet Dealer Program loan portfolio. The Cygnet Dealer 
Program portfolio is currently tracked on an internally developed custom 
software system. However, the Company recently signed a service bureau 
agreement (the "ACS Agreement") with ACS to process the loan portfolios owned 
or serviced by the Company. Due to the unique characteristics of the Cygnet 
Dealer Program, ACS will be required to make a number of custom software 
enhancements to enable the Cygnet Dealer Program to run on the ACS system. 
The Company anticipates that implementation of the custom software changes 
and conversion from the Company's in-house system to the ACS system will be 
completed by December 31, 1998. In addition to the ACS system, the Company is 
developing a custom loan underwriting and funding software module to 
interface between the Third Party Dealers' systems and the ACS system. During 
1999, the Company intends to migrate the dealers from their separate stand 
alone loan systems to the ACS system for purposes of loan servicing and 
collections. An extended delay in the conversion to the ACS system, in the 
development of the custom loan underwriting  and funding software module, or 
in migrating the dealers to the ACS system for loan servicing and 
collections, could have a negative impact on the Company's ability to 
efficiently collect, account for and monitor the Cygnet Dealer Program loan 
portfolio. Only a portion of the ACS systems is fully Year 2000 compliant.  
Further, the Company bears certain risks related to Year 2000 in connection 
with applications and systems of other vendors, the Company's equipment, and 
the Company's customers. See "Risk Factors -- Risks Relating to the Business 
- Data Processing and Technology and Year 2000" and "Management's Discussion 
and Analysis of Financial Condition and Results of Operations of the Company-
- Year 2000."
 
     The conversion of both the Cygnet Dealer Program or other servicing 
functions to ACS and the assimilation of additional portfolios to the ACS 
platform may result in various implementation and integration issues that 
could temporarily interrupt the Company's ability to effectively collect, 
monitor and account for the Cygnet Dealer Program and to service the 
respective portfolios without serious disruption. Any such issues or 
interruptions could result in an increase in contract delinquencies and 
charge-offs in the respective portfolios and in the Cygnet Dealer Program, 
which, depending on the severity of the matter, could result in the Company 
being removed as the servicer for the respective portfolios and have other 
material adverse consequences to the Company. See "Risk Factors -- Risks 
Relating to the Business -- Risks Relating to the FMAC Transaction" and "Risk 
Factors -- Risks Relating to the Business - Risks Relating to the Reliance 
Transaction."
 
DATA PROCESSING AND TECHNOLOGY AND YEAR 2000
 
     The success of any participant that engages in the financing and 
servicing of loan receivables, particularly those with a focus on the sub-
prime industry, including the Company, depends in large part on its ability 
to continue to adapt its technology, on a timely and cost-effective basis, to 
meet changing customer and industry standards and requirements.
 




<PAGE>24

     As noted above, it is anticipated that the existing Cygnet Dealer 
Program and other loan servicing functions will be converted to the ACS 
system in the latter half of 1998. Pursuant to the ACS Agreement, the ACS 
systems must be fully Year 2000 compliant by January 1, 1999. However, the 
Company's sole remedy if ACS does not comply with this requirement is to 
terminate the ACS Agreement and convert to another system, which would be 
costly and disruptive and could have a material adverse effect on the 
Company's business.
 
     In addition to the ACS Year 2000 issues, the Company also continues to 
bear risks related to the Year 2000 issue and could be materially adversely 
affected if other entities (e.g., vendors or customers) not affiliated with 
the Company do not appropriately address their own Year 2000 compliance 
issues. Further, certain of the Company's own applications are not Year 2000 
compliant at this time. The Company anticipates that resolution of all Year 
2000 issues will be significant to the Company's business and operations. 
There can be no assurance that the Company will be able to completely resolve 
all Year 2000 issues in a timely fashion or that the ultimate impact of the 
Year 2000 issues will not be material to the Company. See "Management's 
Discussion and Analysis of Financial Condition and Results of Operations of 
the Company-- Year 2000."
 
     Pursuant to the ACS Agreement, ACS has agreed to provide enhancements 
and modifications to the base system that is licensed to ACS. Some of the 
enhancements and modifications will remain proprietary to ACS and will not be 
licensed to the Company. If ACS or the Company breaches the ACS Agreement, 
and ACS no longer provides processing services, the Company may incur 
significant costs in securing a  replacement processing company that will be 
able to process the loans in the same manner as ACS. Further, the Company's 
remaining computer applications would not be sufficient to effectively manage 
the Cygnet Dealer Program or the loan servicing of finance receivables 
portfolios.
 
     The Company will be dependent on its loan servicing and collection 
facilities as well as long-distance and local telecommunications access in 
order to transmit and process information among its various facilities. The 
Company maintains a standard program whereby it prepares and stores off site 
back ups of its main system applications and data files on a routine basis. 
The Company believes that it will be necessary to adopt a disaster response 
plan. There can be no assurance that a failure will not occur in the interim 
or that any plan adopted will prevent or enable timely resolution of any 
systems failure. Further, a natural disaster, calamity, or other significant 
event that causes long-term damage to any of their facilities or that 
interrupts its telecommunications networks could have a material adverse 
effect on the Company. With respect to the Company's servicing operations 
following conversion to the ACS system, the Company will be required to rely 
on the disaster response plan developed and utilized by ACS. ACS believes 
that its disaster response plan is proprietary information and has not 
allowed the Company to fully evaluate such plan. Therefore, if the disaster 
response plan of ACS is inadequate, the occurrence of a disaster could have a 
material adverse effect on the Company's business.
 






<PAGE>25

AVOIDANCE OF EXCESS SERVICING CAPACITY
 
     Because of the relatively short lives of automobile finance receivables, 
the portfolios the Company is currently servicing are expected to be reduced 
in the near future to a point at which, if not replaced with additional 
finance receivables, the Company's servicing platform and operations will 
have excess capacity. For the Company's servicing operations to remain 
profitable, the Company must continually service a sufficient number of 
finance receivables to generate servicing income in excess of fixed overhead 
costs. For example, a significant portion of servicing overhead is based on 
certain fixed costs for personnel salaries and other expenses as well as 
lease or other facilities costs. If portfolios being serviced are not 
continually replaced with new finance receivables, the Company will be 
required to reduce the number of employees in its servicing operations, and 
then rehire such employees as additional portfolios are obtained. Such 
practices can lead to low employee morale and to disruptions and loss of 
efficiency in servicing functions and can also result in substantial 
severance and facilities closure costs.  Therefore, in order to maintain the 
profitability of the Company's servicing operations, it will be necessary for 
the Company to continue to identify and secure servicing rights to 
significant portfolios of finance receivables. To an extent, each bulk 
purchase and servicing transaction is a unique opportunity.  There can be no 
assurance that the Company will be able to identify and successfully conclude 
sufficient bulk purchasing and servicing transactions to maintain the 
profitability of these operations. See "Risk Factors - Risks Relating to the 
Business -- No Assurance of Profitability."
 
     Although the Company is evaluating the possibility of expanding its 
servicing operations to include receivables other than auto receivables, such 
as mortgages or credit card receivables, in order to mitigate its excess 
capacity issues, the Company has no experience in servicing such types of 
receivables and may encounter other unanticipated problems. Moreover, there 
can be no assurance that such receivables could be serviced on the existing 
and anticipated servicing systems of the Company without substantial 
modification.

MANAGEMENT OF TRANSITION ACTIVITIES
 
     The profitable realization of bulk purchase and servicing opportunities 
requires effective management of significant transition activities, which 
must be accomplished within a very short time period. These transition 
activities include, among others, converting acquired or serviced loan 
portfolios from the seller's or owner's servicing systems to the loan 
servicing systems utilized by the Company, managing rapidly changing 
servicing capacity, arranging for transition of employees, and arranging for 
facilities to allow servicing. These issues are magnified as larger 
portfolios of the type the Company will seek to purchase or service are 
transitioned into the Company's systems, and the concurrent risks are greater 
if a transition is not smoothly implemented. There can be no assurance that 
the Company can successfully manage the transition of its current or 
subsequent transactions. See "Risk Factors -- Risks Relating to the Business 
-- Conversion to New Servicing Platforms."
 





<PAGE>26

RISKS RELATED TO THE FMAC TRANSACTION
 
     Although the Company's  involvement in the FMAC bankruptcy proceedings 
has been profitable, there can be no assurance that this transaction will 
continue to be profitable in the future. 

     The Company will be required to meet certain performance criteria with 
respect to servicing of the FMAC and Owned Contract portfolios. The failure 
to meet the required performance criteria could result from a number of 
factors, including, among others, general economic conditions that cause 
increased payment delinquencies by the obligors on the contracts in the pools 
being serviced, and servicing interruptions and inefficiencies caused by the 
Company's anticipated servicing platform conversions or any Year 2000 issues. 
See "Risk Factors -- Risks Relating to the Business -- Conversion to New 
Servicing Platforms" and "Risk Factors -- Risks Relating to the Business - 
Data Processing and Technology and Year 2000." The failure to meet such 
performance criteria could result in "termination events" under the various 
servicing agreements governing the FMAC and Owned Contract portfolios, and in 
such case the Company could lose the right to service the receivables in such 
portfolios and the related servicing fees. If for any reason the Company 
cannot continue to service the FMAC portfolios, the Company would lose 
significant benefits expected in the FMAC transaction, including ongoing 
servicing fees and its right to certain distributions from residual interests 
in FMAC's securitized pools, which could have a material adverse effect on 
the Company.

RISKS RELATED TO THE RELIANCE TRANSACTION
 
 The Company's ability to profitably service the Reliance portfolio is 
largely dependent on its ability to effectively manage the transition 
activities associated with the assumption of such servicing. See "Risk 
Factors -- Risks Relating to the Business -- Management of Transition 
Activities" and "Risk Factors -- Risks Relating to the Business -- Conversion 
to New Servicing Platforms."
 
     Moreover, the Company is required to meet certain performance criteria 
with respect to servicing of the Reliance portfolio. A failure to meet the 
required performance criteria could result from a number of factors, 
including, among others, general economic conditions that cause increased 
payment delinquencies by the obligors on the contracts in the pools being 
serviced, and servicing interruptions and inefficiencies caused by the 
Company's anticipated servicing platform conversions or any Year 2000 issues. 
See "Risk Factors -- Risks Relating to the Business -- Conversion to New 
Servicing Platforms" and "Risk Factors -- Risks Relating to the Business -- 
Data Processing and Technology and Year 2000." The failure to meet such 
performance criteria could result in a "termination event" under the 
servicing agreement entered into by the Company with Reliance and, in such 
case, the Company could lose the right to service the Reliance portfolio.
 
CYGNET DEALER PROGRAM
 
     The Cygnet Dealer Program provides qualified Third Party Dealers with 
financing options and revolving lines of credit primarily secured by such 
dealers' finance receivable portfolios. While the Company will require 
dealers to meet certain minimum net worth and operating history criteria to 
be considered for inclusion in the Cygnet Dealer Program, it will, 
nevertheless, be extending credit to dealers who may not otherwise be able to 
obtain debt financing from traditional lending institutions such as banks, 
<PAGE>27

credit unions, and major finance companies. Under the Cygnet Dealer Program, 
the dealer remains responsible for collection of the contract payments and 
retains control of the customer relationship. All cash collections, including 
regular monthly payments, payoffs, and repurchases are deposited by the 
dealers into a bank account maintained by the Company. Consequently, the 
Company will be subject to a high risk of credit losses due to dealer 
defaults or fraudulent activities, specifically related to the collection, 
depositing, and reporting of customer payments, which could have a material 
adverse effect on the Company and on the Company's ability to meet its own 
financing obligations.
 
SENSITIVITY TO INTEREST RATES
 
     The Company anticipates that a substantial portion of its borrowing 
facilities will be on a floating rate basis. Conversely, the contracts that 
the Company purchases under its Dealer Collection Program (as defined herein) 
and the contracts that it purchases in bulk typically bear interest at fixed 
rates.  Therefore, increases in interest rates would effectively reduce the 
interest rate spread the Company earns on the retail installment contracts in 
its portfolios. The Company can attempt to mitigate any such reduction by 
reducing the advance rate under its Dealer Collection Program, increasing the 
discount rate on bulk purchases, or securitizing its portfolios in order to 
lock in a fixed cost of funds. However, the Company may not be able to 
increase the interest rate spread on future purchases of contracts due to 
market competition or restrictions placed on interest rates by various 
states.  Further, there can be no assurance that the Company would be 
successful in the implementation of a securitization program. See "Risk 
Factors -- Risks Relating to the Business -- Securitizations."

DEPENDENCE ON FINANCING
 
 The Company has borrowed, and will continue to borrow, substantial amounts 
required to fund its operations. Historically, the Company has obtained 
substantially all of its working capital from its parent.  There can be no 
assurance that the Company will continue to be able to obtain working capital 
from it's parent.  In this regard, the Company's operations are highly 
capital intensive. Although the Company has had discussions with various 
lenders regarding a credit facility, there can be no assurance that the 
Company will be able to secure financing when and as needed in the future, or 
on terms acceptable to the Company. 


RISKS OF INFLATION
 
     Increases in inflation generally result in higher interest rates. Higher 
interest rates on the Company's expected borrowings would decrease the 
profitability of the Company's existing portfolio. The Company has sought to 
limit this risk by (i) maintaining a portion of its investment portfolio in a 
floating rate program and (ii) limiting the maturity of finance receivable 
contracts. If the Company's borrowing rates increase, then the Company will 
seek to further limit the negative impact on earnings by increasing the 
purchase discount at which the Company purchases finance receivables and/or 
require higher stated annual percentage rates on finances receivables which 
are purchased. To date, inflation has not had a significant impact on the 
Company's operations.



<PAGE>28

COMPETITION
 
     The markets in which the Company competes are highly competitive. With 
respect to its Cygnet Dealer Program and bulk purchasing and servicing 
operations, the Company competes with a variety of finance companies, 
financial institutions, and providers of financial services, many of whom 
have significantly greater resources, including access to lower priced 
capital. In addition, there are numerous financial services companies 
serving, or capable of serving, these markets. While traditional financial 
institutions, such as commercial banks, savings and loans, credit unions, and 
captive finance companies of major automobile manufacturers, have not 
consistently served the sub-prime markets, the relatively high yields that 
can be earned by companies involved in sub-prime financing have encouraged 
certain of these traditional institutions to enter, or contemplate entering, 
these markets. Increased competition may adversely affect the Company under 
the Dealer Collection Program (as described herein) by reducing the discount 
at which the Company purchases contracts, may result in a decrease in the 
discounts at which the Company purchases portfolios in bulk, or may result in 
downward pressure on the rates charged for loan servicing, all of which could 
have an adverse effect on the Company. Further, increased competition for the 
bulk purchase and servicing transactions that the Company must effect to 
remain profitable could have a material adverse effect on the Company's 
business.
 

GENERAL ECONOMIC CONDITIONS; RISKS ASSOCIATED WITH SUB-PRIME MARKET
 
     The Company's business is directly related to the ability of the 
obligors on the finance receivables that the Company services, expects to 
purchase in bulk, and that secure its Cygnet Dealer Program to continue to 
make the required payments on such contracts, which is 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 on the finance receivables that the Company 
services, expects to purchase in bulk, or that secure the Cygnet Dealer 
Program. Moreover, substantially all of the finance receivables that the 
Company services, expects to purchase in bulk, or that secure the Cygnet 
Dealer Program are with Sub-Prime Borrowers, who due to their poor credit 
histories and/or low incomes 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. 
Because of the Company's primary focus on the sub-prime segment of the 
automobile financing industry, the actual rate of delinquencies, 
repossessions, and credit losses on the finance receivables that the Company 
services, expects to purchase in bulk, or that secure the Cygnet Dealer 
Program could be higher under adverse conditions than those experienced in 
the used car sales and finance industry in general. Moreover, adverse 
economic conditions that result in decreased sales of used cars could 
adversely affect the dealers that participate in the Cygnet Dealer Program, 
which could have a material adverse effect on such program.
 





<PAGE>29

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, certain of these companies have filed for bankruptcy protection. 
These announcements have had a disruptive effect on the market for securities 
of sub-prime automobile finance companies, have resulted in a tightening of 
credit to the sub-prime markets, and could lead to enhanced regulatory 
oversight. Furthermore, companies in the used vehicle financing market have 
been named as defendants in an increasing number of class action lawsuits 
brought by customers alleging violations of various federal and state 
consumer credit and similar laws and regulations. Although the Company is not 
currently a named defendant in 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.