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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
     (Mark  One:)

         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                                       OR

         [X]  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                          (IRS Employer
of incorporation of organization)                    Identification No.)

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

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

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    .
                                                ---     ---
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 subsequent to the distribution of securities under a plan
confirmed  by  a  court.  Yes X  No    .
                             ---    ---

Applicable  only  to  corporate  issuers:
The  number of shares outstanding of the Registrant's common stock was 1,095,303
at  August  10,  2001.

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<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements . . . . . . . . . . . . . . . . . . . . . . .    3

   Consolidated Balance Sheets as of June 30, 2001 and March 31, 2001 . . .    3

   Consolidated Statements of Operation for the three-month periods
     ended June 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . .    4

   Consolidated Statement of Changes in Stockholders' Equity/(Deficit) for
     the three-month period ended June 30, 2001 . . . . . . . . . . . . . .    5

   Consolidated Statements of Cash Flow for the three-month periods
     ended June 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . .    6

   Notes to Consolidated Financial Statements . . . . . . . . . . . . . . .    7

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operation. . . . . . . . . . . . . . . . .   11

Item 3.  Quantitative and Qualitative Disclosure about Market Risk. . . . .   13

                         PART II - OTHER INFORMATION

Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .   14
Item 2.  Changes in Securities and Use of Proceeds. . . . . . . . . . . . .   15
Item 3.  Default Upon Senior Securities . . . . . . . . . . . . . . . . . .   15
Item 4.  Submission of Matters to a Vote of Security Holders. . . . . . . .   15
Item 5.  Other Information. . . . . . . . . . . . . . . . . . . . . . . . .   15
Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . .   15

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16



                          FORWARD-LOOKING INFORMATION

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                               AUTOLEND GROUP, INC. AND SUBSIDIARIES
                                   PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

                                    CONSOLIDATED BALANCE SHEETS

                                                                           June 30,     March 31,
                                                                             2001          2001
                                                                         ------------  ------------
                                                                         (unaudited)    (audited)
<S>                                                                      <C>           <C>
ASSETS:
        Cash                                                             $    10,759   $    12,912
        Investments with related party                                        35,000             -
        Rent receivable due from stockholder                                   3,250             -
        Prepaid expenses                                                         191           151
        Prepaid franchise tax                                                  4,788         4,788
                                                                         ------------  ------------

               TOTAL CURRENT ASSETS                                           53,988        17,851

        Deposits                                                              10,000        10,000
        Purchased insurance policies at estimated market value; face
             value of $366,044 at June 30, 2001 and March 31, 2001            52,037        52,037
        Fixed assets, less accumulated depreciation of $26,751 at
             June 30, 2001, and $24,376 at March 31, 2001                     29,440        31,815
                                                                         ------------  ------------

TOTAL ASSETS                                                             $   145,465   $   111,703
                                                                         ============  ============

LIABILITIES:
        Accounts payable - other                                         $    17,397   $    17,364
        Accrued contingent payroll                                            33,225        33,225
        Accrued contingent liabilities                                        68,930        68,930
        Current portion of notes payable to stockholders                     287,949       287,949
        Accrued interest - notes payable to stockholders                      62,437        57,432
                                                                         ------------  ------------

              TOTAL CURRENT LIABILITIES                                      469,938       464,900

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

TOTAL LIABILITIES                                                            692,722       687,684

STOCKHOLDERS' EQUITY/(DEFICIT):
   Preferred stock, $.002 par value.  Authorized 5,000,000 shares.  No             -             -
      shares issued or outstanding at June 30, 2001 or March 31, 2001
   Common stock, $.002 par value.  Authorized 40,000,000 shares.
            Issued and outstanding 1,092,053 shares at June 30, 2001
                   and March 31, 2001                                          2,184         2,184
            Issuable 3,250 shares at June 30, 2001 and March 31, 2001              6             6
   Additional paid-in capital                                                675,068       675,068
   Accumulated deficit                                                    (1,224,515)   (1,253,239)
                                                                         ------------  ------------

             TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)                           (547,257)     (575,981)
                                                                         ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)                     $   145,465   $   111,703
                                                                         ============  ============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                        AUTOLEND GROUP, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF OPERATIONS
                                     (UNAUDITED)

                                                              THREE-MONTH PERIODS
                                                                 ENDED JUNE 30,
                                                            ------------------------
                                                               2001         2000
                                                            -----------  -----------
<S>                                                         <C>          <C>
Revenues:
  Revenues from matured insurance policies                  $        -   $        -
                                                            -----------  -----------
     Gross revenues                                                  -            -
  Cost of matured insurance policies                                 -            -
                                                            -----------  -----------
     TOTAL NET REVENUES                                     $        -   $        -
                                                            -----------  -----------
General and administrative expenses                         $  (73,945)  $ (373,736)
                                                            -----------  -----------
Loss on termination agreement with former officer                    -            -
Loan loss recovery, net                                              -            -
                                                            -----------  -----------
    OPERATING LOSS                                          $  (73,945)  $ (373,736)
                                                            -----------  -----------
Other income/(expense):
   Interest income                                          $      224   $    3,530
   Investment income                                             3,000            -
   Rental income                                                 9,750            -
   Notes payable, discount amortization                         (5,005)      (7,874)
   Other income                                                      -          310
                                                            -----------  -----------
    TOTAL NET OTHER INCOME/(EXPENSE)                        $    7,969   $   (4,034)
                                                            -----------  -----------
Net loss from continuing operations                         $  (65,976)  $ (377,770)
   Income from discontinued operations                          94,700        5,065
                                                            -----------  -----------
NET INCOME/(LOSS)                                           $   28,724   $ (372,705)
                                                            ===========  ===========

PER SHARE:
---------
  Operating loss                                            $    (0.07)  $    (0.34)
  Total net other income/(expense)                                0.01         0.00
                                                            -----------  -----------
Net loss from continuing operations                         $    (0.06)  $    (0.34)
   Income from discontinued operations                            0.09         0.00
                                                            -----------  -----------
Net income/(loss)                                           $     0.03   $    (0.34)
                                                            ===========  ===========
Weighted average number of common and common
  equivalent shares issued and outstanding                   1,092,053    1,088,803
Weighted average number of common and common
  equivalent shares issuable                                     3,250        5,017
                                                            -----------  -----------
Total weighted average  number of common and common
  equivalent shares issued and outstanding, and issuable     1,095,303    1,093,820
                                                            ===========  ===========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                 AUTOLEND GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)
                                              (UNAUDITED)


                               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, 2001           -  $     -  1,095,303  $ 2,190  $675,068  $ (1,253,239)  $(575,981)

  Net income for three months
    ended June 31, 2001             -        -          -        -         -        28,724      28,724
                               ------  -------  ---------  -------  --------  -------------  ----------

BALANCE AT JUNE 30, 2001            -  $     -  1,095,303  $ 2,190  $675,068  $ (1,224,515)  $(547,257)
                               ------  -------  ---------  -------  --------  -------------  ----------
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                            AUTOLEND GROUP, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOW
                                         (UNAUDITED)

                                                                         THREE-MONTH PERIODS
                                                                           ENDED  JUNE 30,
                                                                        ---------------------
                                                                          2001        2000
                                                                        ---------  ----------
<S>                                                                     <C>        <C>
Cash flow from operating activities:
   NET INCOME/(LOSS)                                                    $ 28,724   $(372,705)
   Adjustments to reconcile net income/(loss) to net cash flow
           from operating activities:
      Depreciation expense                                                 2,375       3,070
      Amortization of debt discount                                        5,005       7,874
      Gain on sale of installment loan portfolio                         (95,000)          -

   Changes in assets and liabilities:
      (Increase) decrease in assets:
         Other receivables                                                     -      38,039
         Rent receivable from stockholder                                 (3,250)          -
         Prepaid expenses                                                    (40)     10,365
         Installment contracts receivable (loans) and loss recovery            -      31,228
         Purchased insurance policies                                          -        (203)
      Increase (decrease) in liabilities:
         Accounts payable - trade, and accrued liabilities                    33      41,922
         Other liabilities - contingent                                        -      31,286
                                                                        ---------  ----------

         CASH USED BY OPERATING ACTIVITIES                              $(62,153)  $(209,124)
                                                                        ---------  ----------

Cash flow from investing activities:
             Net proceeds from the sale of installment loan portfolio   $ 95,000   $       -
             Purchase of investments                                     (65,000)          -
             Proceeds received from investments                           30,000           -
                                                                        ---------  ----------
         CASH PROVIDED BY INVESTING ACTIVITIES                          $ 60,000   $       -
                                                                        ---------  ----------

Cash flow from financing activities:
          Proceeds received from stock issuance                         $      -   $  80,303
          Increase in bank overdraft                                           -      25,967
                                                                        ---------  ----------

         CASH PROVIDED BY FINANCING ACTIVITIES                          $      -   $ 106,270
                                                                        ---------  ----------

NET DECREASE IN CASH                                                    $ (2,153)  $(102,854)
Cash at beginning of period                                               12,912     373,184
                                                                        ---------  ----------
CASH AT END OF PERIOD                                                   $ 10,759   $ 270,330
                                                                        =========  ==========
</TABLE>


NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES.

There  were  no  non-cash investing or financing activities for the three months
ended  June  30,  2001  or  June  30,  2000.


          See accompanying notes to consolidated financial statements.


                                        6
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:  BASIS  OF PRESENTATION.

The  accompanying  consolidated financial statements of AutoLend Group, Inc. and
its  wholly  owned  subsidiaries AutoLend Corporation, LB NM, Inc., and American
Life Resources Group, Inc. (collectively, the "Company" or "AutoLend") 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.  As  a  result  of  the  Company's inability to make repayment on, and
resultant  default on, its convertible subordinated debentures due September 19,
1997  (the  "Debentures"),  the Company filed for voluntary reorganization under
Chapter  11 of the United States Bankruptcy Code in the United States Bankruptcy
Court  for  the District of New Mexico (the "Bankruptcy Court") on September 22,
1997.  The  Bankruptcy  Court  confirmed  a Plan of Reorganization (the "Plan"),
which became effective on March 5, 1999, at which time the Company was no longer
classified  as  a  "debtor-in-possession."  On  January 13, 2000, the Bankruptcy
Court  entered  its final decree, thereby closing the Company's Chapter 11 case.

The  Company's  audited consolidated balance sheet as of March 31, 2001, and the
accompanying unaudited consolidated financial statements as of June 30, 2001 and
2000, have been presented in conformity with the American Institute of Certified
Public Accountants' Statement of Position 90-7.  While it was in Chapter 11, the
Company  adopted  "fresh-start" reporting and gave effect to its emergence as of
March  5,  1999.  Under  fresh-start  accounting, all assets and liabilities are
restated  to  reflect  their  reorganized  value, which approximates fair value.

With  respect  to  the unaudited consolidated financial statements for the three
months  ended  June  30,  2001  and  2000,  it is the Company's opinion that all
necessary adjustments (consisting of normal and recurring adjustments) have been
included  to present a fair statement of results for the interim periods.  These
statements  should  be  read  in  conjunction  with  the  Company's consolidated
financial statements in its Annual Report on Form 10-K for the fiscal year ended
March  31, 2001.  Certain information and footnote disclosures normally included
in  financial  statements  prepared  in  accordance  with  generally  accepted
accounting  principles  have  been condensed or omitted, pursuant to the general
rules and regulations promulgated by the Securities and Exchange Commission (the
"SEC").

(2)     GOING  CONCERN.

At  June 30, 2001, the Company had net cash and cash investments of $46,000, and
had  a  negative  net  equity  (i.e., a deficit) of $547,000, which excludes the
financial effect of a remaining lease obligation due pursuant to the Albuquerque
office  lease terms, which totaled approximately $359,000 at June 30, 2001.  The
Company  believes  that it presently has insufficient cash necessary to meet its
daily  operating  requirements  without regard to its notes payable obligations,
through  the  fiscal  year  ending  March  31, 2002.  It now appears that due to
reductions  in  fixed  overhead  and personnel, the Company may survive into the
second  or  third  quarter of this fiscal year.  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  probably  have  to  be acquired, merge, or
liquidate.  Without  either  an infusion of capital, negotiation of debt relief,
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.


                                        7
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

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

Due  to  the  legal  opinion of the Company's former reorganization counsel, the
first  scheduled  annual  $0.1  million  notes payable payments were not made as
originally  scheduled,  and,  as of the date of this filing, have not been made.
The  second  scheduled  annual  $0.1 million notes payable payments have not yet
been  made  (see Note 3 below).  These payments are due primarily to the current
majority  stockholder.

(3)     FIVE-YEAR  DEBT  OBLIGATION.

As  a  result of the Debenture debt forgiveness, unsecured, non-interest-bearing
debt  obligations  aggregating  $609,000  (undiscounted) were received by former
Debenture  holders who elected Option A under the Plan.  For financial statement
presentation, this debt has been discounted based on an imputed interest rate of
6%;  thus,  these  obligations  have  been recorded at their discounted value of
approximately  $511,000  (plus  approximately  $62,000  in  amortization  of the
discount  to  date  at  June  30,  2001).

These  obligations  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  former  reorganization  counsel,  the  first  payment  was  not made
according  to  that original schedule.  The second annual payment, scheduled for
March  5,  2001,  was  also  not  made  according to the original schedule.  The
payments  are  due  primarily  to  the  majority stockholder.  The Company's new
directors  are  presently researching the Company's options for resolution.  The
Company's  former  reorganization  counsel  indicated  that  a  payment  of this
magnitude  to  controlling  stockholders  while  the  Company was in the present
financial condition would be inappropriate, and that the Company's obligation to
its  landlord  took precedence.  If the Company were to liquidate, any such debt
repayment  would  likely  be  the subject of an adversary proceeding against the
recipient  stockholders.

(4)     OFFICE  LEASE.

In  February  1999,  the Company assumed a lease from International Thoroughbred
Breeders,  Inc.  ("ITB"), pursuant to a legal settlement involving the return of
substantial  funds  to  the  Company.  This lease covers the office space at 600
Central  SW  in  Albuquerque, where the Company has had its offices since August
1997.  The  Company  renegotiated  this  lease  in  January  2001.  The  lease
terminates on December 31, 2003, with payments of $7,000 per month for the first
year,  increasing  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.  At  June  30,  2001,  the  remaining  obligation under the lease totaled
approximately  $359,000.  The lease grants two options to extend the term of the
lease  for five years each.  Effective February 1, 2001, the Company subleased a
portion  of  its  space  on  a  month-to-month basis to Prinova, the controlling
stockholder  of  the Company.  The amount of rental income earned by the Company
for  the  three  months  ended  June  30,  2001  was  $9,750.


                                        8
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(5)     RELATED  PARTY  TRANSACTIONS.

Beginning  in  April  2001  and through June 30, 2001, the Company has purchased
several  fractional assignments of interests held by Prinova Investments, LTD in
certain  contracts  between  Prinova  Investments,  LTD  and two other unrelated
companiesDuring  the  three  months ended June 30, 2001, the Company acquired a
total  of four assignments of interest from Prinova Investments, LTD for a total
of  $65,000,  of  which by June 30, 2001 the Company had received $30,000 of its
investment  plus  a profit of $3,000.  At June 30, 2001, the Company had not yet
received its investments of $35,000 and  related profit of $3,500 as required by
the respective investment contracts.  These amounts were however, received as of
the date of this filing.  These contracts have been accounted for at cost, which
approximates fair market value.  No valuation allowance was considered necessary
at June 30, 2001.  The Company regards the purchase of these fractional interest
rights  as an opportunistic, prudent use of Company funds during a time in which
it  does  not  have  an  established business.  The income from this activity is
being  reported  as  other  investment  income.

(6)     CONTINGENT  RIGHTS  -  EL  RANCHO  PROPERTY.

According to a Form 8-K filed with the SEC by ITB on June 7, 2000, the former El
Rancho  Hotel  property  in  Las Vegas, Nevada, was sold by ITB on May 22, 2000.
The Company had earlier received certain indirect contingent rights in the event
this  ITB  property  sold  above  a  certain  threshold  amount,  under  certain
conditions.  The Company's rights thereunder, if any, may be up to $2.0 million.
ITB's Form 10-K, filed approximately October 13, 2000, stated that "no payments
are dueas a result of the transaction."  The Company is presently investigating
its  legal  options  and  what  actions may be necessary in order to realize any
potential  benefit  that  may  be due from this sale.  Realization of any rights
that may exist with regard to this transaction would probably be costly, and may
be  beyond  the  Company's  means  to  attain.

(7)     EMPLOYEES.

As  of  June  30,  2001,  the  Company  and  its subsidiaries had two employees.

(8)     AVAILABLE  LOSS  CARRYFORWARDS.

In  the  past,  the  Company accumulated unused operating loss carryforwards and
capital  loss carryforwards.  Due to the uncertainty of the Company's ability to
utilize  these  tax benefits, their financial benefits have not been recognized.
The  requirements  to  utilize  such  loss  carryforwards  are  strict,  and the
possibilities  for  usage  are  extremely limited.  In the case of a substantial
change  in  ownership,  these  tax  benefits  can be reduced, if not eliminated.


                                        9
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(9)     CONTINGENCIES.

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

(10)     DISCONTINUED  OPERATIONS.

On  April 1, 2000, the Company adopted a plan to sell the consumer used-car loan
portfolio  business.  The  assets  of  the  loan  portfolio to be sold consisted
primarily  of  approximately 3,900 car loans, which were more than six months in
arrears  and  have  been written off.  The Company sold the portfolio to a third
party on April 4, 2001 for $95,000.  The sale results in a small increase in net
equity  to  the  Company,  an  immediate increase in the Company's total cash on
hand,  and  a  decrease  in  the Company's subsequent monthly cash inflows.  The
Consolidated Statements of Operations for the three-month periods ended June 30,
2001  and  2000 have excluded the revenues and expenses of the discontinued loan
portfolio from the captions applicable to the continuing operations, and the net
income  from  the  discontinued  operation  has  been  reported  separately.


                                       10
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS.

 General

   The  financial  results  described in this Form 10-Q are as of June 30, 2001.


   The  Company  maintained  a residual portfolio of sub-prime consumer used-car
   loans.  On  April  1, 2000, the Company adopted a plan to sell this portfolio
   and  has  accounted  for the loan portfolio as a discontinued operation since
   this date. On April 4, 2001 the loan portfolio was sold to an unrelated third
   party  for  $95,000.  The Company also maintains 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 concentrated on resolving its (now-concluded)
   bankruptcy. Additionally, the Company has worked to complete its Registration
   Statement  (as  required by the Plan), which was made effective by the SEC in
   January  2000.

   Beginning  in April 2001 and through June 30, 2001, the Company has purchased
   several  fractional assignments of interests held by Prinova Investments, LTD
   in certain contracts between Prinova Investments, LTD and two other unrelated
   companiesDuring  the three months ended June 30, 2001, the Company acquired a
   total  of  four  assignments  of interest from Prinova Investments, LTD for a
   total  of $65,000, of which by June 30, 2001 the Company had received $30,000
   of  its investment plus a profit of $3,000. At June 30, 2001, the Company had
   not  yet  received its investments of $35,000 and related profit of $3,500 as
   required  by the respective investment contracts. These amounts were however,
   received  as  of the date of this filing. These contracts have been accounted
   for at cost, which approximates fair market value. No valuation allowance was
   considered  necessary  at  June 30, 2001. The Company regards the purchase of
   these  fractional interest rights as an opportunistic, prudent use of Company
   funds  during  a  time in which it does not have an established business. The
   income  from  this  activity  is  being  reported as other investment income.


 Results  of  Operations:  Three-month  periods ended June 30, 2001 and 2000

   The Company recorded a net income of $29,000 for the three-month period ended
   June  30, 2001. The net income was primarily due to the sale of the sub-prime
   consumer  used-car  loan  portfolio,  resulting  in  income from discontinued
   operations  of  approximately  $95,000,  offset by general and administrative
   expenses  consisting  primarily  of  professional  fees,  rent, and salaries.

   General  and  administrative  expenses  were  $74,000 during the three months
   ended  June  30,  2001, as compared to $374,000 during the three months ended
   June  30,  2000.  The decrease of approximately $300,000 was due primarily to
   decreases  in salaries, professional fees, New Mexico Gaming license expense,
   and  insurance  expenses.


                                       11
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The  impact  of  non-operating items for the three months ended June 30, 2001
   was  a  net  $8,000 in income, compared to a net non-operating loss of $4,000
   for  the three months ended June 30, 2000. The $8,000 in non-operating income
   for  the present period was primarily due to $3,000 in investment income, and
   $10,000  in  rental income, partially offset by $5,000 in amortization of the
   imputed  discount on the five-year notes payable obligations outstanding. The
   $4,000  non-operating loss for the same period last year was primarily due to
   interest income of $4,000, offset by the amortization of the imputed discount
   on  the  five-year  notes  payable  obligations  outstanding  of  $8,000.

   The  net  effect  of  the foregoing was a net income of $29,000, or $0.03 per
   share,  for  the  three months ended June 30, 2001. The net loss for the same
   period  last  year was $373,000, or ($0.34) per share. The $29,000 net income
   in the current period was primarily due to the sale of the sub-prime consumer
   used-car  loan portfolio, resulting in income from discontinued operations of
   approximately $95,000, rental income of $10,000, investment income of $3,000,
   offset  by  the amortization of the discount on the notes payable obligations
   of  $5,000  and  general  and  administrative expenses of $74,000, consisting
   primarily  of professional fees, rent and salaries. The $373,000 net loss for
   the  prior period was primarily due to general and administrative expenses of
   $374,000. Losses per share for the period ended June 30, 2001 were calculated
   based upon the weighted average number of common and common equivalent shares
   issued  and  outstanding,  and issuable of 1,095,303 shares. Losses per share
   for  the  three  months  ended  June  30, 2000 were calculated based upon the
   weighted  average  number  of  common and common equivalent shares issued and
   outstanding,  and  issuable  of  1,093,820.


 Liquidity  and  Capital  Resources

   Cash  flow  from operations was a negative $62,000 for the three months ended
   June  30,  2001,  which  was  primarily  due  to  payment  of  general  and
   administrative  expenses.  This  compares  to  cash flow from operations of a
   negative  $209,000  for  the  three  months  ended  June  30,  2000.

   The  Company's  immediate  viability  depends  upon the near-term infusion of
   capital,  and/or  the  infusion of a positive-cash-flow business. At June 30,
   2001, the Company had net cash and investments of $46,000, and a negative net
   equity  (i.e.,  a  deficit)  of $547,000. This deficit excludes the impact of
   remaining  amounts  due  pursuant to the Albuquerque office lease obligation,
   which  totaled  approximately  $359,000  at  June  30,  2001.

   Without  the  infusion  of  capital,  negotiation  of debt relief, and/or the
   infusion  of a positive-cash-flow business, and/or the sale or realization of
   assets  for cash at greater than net book value, the Company will not be able
   to  meet all its presently outstanding obligations. The Company believes that
   it  presently  has  insufficient  cash  necessary to meet its daily operating
   requirements  without  regard  to  its notes payable obligations, through the
   fiscal  year  ending March 31, 2002. It now appears that due to reductions in
   fixed  overhead  and  personnel,  the  Company may survive into the second or
   third  quarter  of  this fiscal year. The Company is not likely to be able to
   secure  and  install a new, profitable line of business before it runs out of
   cash.


                                       12
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

   The Company's portfolio of unmatured viatical insurance policies totaled five
   at  June  30,  2001, having a combined face value of $366,000, and a net book
   value  of  $52,000.  The  Company  generally  ceased  purchasing  policies in
   September  1994. Future revenues from the policy portfolio will be irregular,
   if  any.  Some  of  these  policies  may  be  sellable.

   For  the  three months ended June 30, 2001, $60,000 was provided by investing
   activities  consisting  of  proceeds of $95,000 received from the sale of the
   installment  loan  portfolio  to  an  unrelated third party. The Company also
   entered  into  various agreements with Prinova Investments, LTD, a subsidiary
   of  Prinova  Capital  Group,  LLC, to purchase interests in certain contracts
   Prinova Investments, LTD has with third parties. The Company entered into the
   contracts  disbursing  $65,000  to  Prinova Investments, LTD during the three
   months  ended  June  30,  2001. At the end of the contract period, $30,000 of
   these  disbursements  were  returned to the Company. There was no significant
   cash provided or used by investing activities for the three months ended June
   30,  2000.

   There  was  no  significant cash provided or used by financing activities for
   the  three  months  ended  June 30, 2001. For the three months ended June 30,
   2000,  $106,000  in cash was provided by financing activities, resulting from
   $80,000  in  proceeds  received  from  the  issuance of stock, and $26,000 in
   increases  in  the  book  overdraft.

   In  total,  the  Company decreased its cash by $2,000 during the three months
   ended  June  30, 2001, to a total of $11,000. The decrease was largely due to
   cash  used  in  operations  offset  by  cash provided by investing activities
   during  the  current  period. In comparison, there was a $103,000 decrease in
   cash  during the three months ended June 30, 2000, primarily due to cash used
   in  operating  activities  offset  by  cash provided by financing activities.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

     Not  applicable.


                                       13
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS.

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

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

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

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

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

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


                                       14
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES

additional  Objection  to the Motion was filed by the U.S. Trustee's Office.  On
October  30,  2000,  a Request was filed by Mr. Villanueva's attorney, seeking a
hearing  on  the  matter.  On  April 26, 2001, the Bankruptcy Court ruled in the
Company's  favor  regarding  a  claim  for  reimbursements  of  legal  expenses
associated  with  the  bankruptcy  by  former  director  Vincent  Villanueva.

New  Mexico  Gaming  Lawsuit.  On May 16, 2001, the Company was served a summons
----------------------------
for  monies  owed  to  the  New Mexico Gaming Control Board for reimbursement of
$31,286  in  expenses  associated with the Company's failed attempt to enter the
gaming  industry ("New Mexico Gaming Lawsuit").  The Company is required to file
an  Answer  to  the  Complaint  or  a responsive motion within 30 days after the
summons  was  served,  with the Clerk of the Second Judicial District, County of
Bernalillo,  State  of  New  Mexico.


ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

             None.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES.

             Not  applicable.

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

             None.

ITEM  5.     OTHER  INFORMATION.

             The Company's present stock ticker symbol is "ALEN," which trades
Over-The-Counter  on  the  "Pink  Sheets."
             The Company is  not  affiliated  with the website www.autolend.com,
nor  is  the  Company  affiliated  with  the Miami-based business, AutoLend IAP.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

None.


                                       15
<PAGE>
                      AUTOLEND GROUP, INC. AND SUBSIDIARIES

                                   SIGNATURES

Pursuant  to  the  Securities  Exchange Act of 1934, the Company has caused this
report  to  be  signed  on  its behalf by the following duly authorized persons.

     AUTOLEND  GROUP,  INC.
(Registrant)


SIGNATURE              TITLE                 DATE            .
---------              -----------------     -----------------
/s/ John  D.  Emery    Acting  President     August  10,  2001
-------------------
    John  D.  Emery


                                       16
<PAGE>