<PAGE>

================================================================================

                       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 September 30, 1999

                                       OR

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

                For the transition period from ______ to _______

                         Commission file number 1-10569

                              AutoLend Group, Inc.
                              --------------------
             (Exact name of registrant as specified in its charter)

                 Delaware                                   22-3137244
                 --------                                   ----------
       (State or other jurisdiction                       (IRS Employer
     of incorporation or organization)                  Identification No.)


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

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

    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 zero
    at November 12, 1999.  In connection with the Registrant's plan of
    reorganization as confirmed by the Bankruptcy Court on February 3, 1999, and
    which became effective on March 5, 1999, the Registrant's Common Stock was
    canceled.  The plan includes a proposal under which new Common Stock of the
    Registrant may be issued.  See Notes 2 and 3 to Consolidated Financial
    Statements in Item 1 hereto.

================================================================================
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
                                        PART I--FINANCIAL INFORMATION


      <S>                                                                                                      <C>
       Item 1. Financial Statements.....................................................................        4

        Consolidated Balance Sheets as of September 30, 1999, and March 31, 1999........................        4

        Consolidated Statements of Operations for the three-month and six-month periods
           ended September 30, 1999, and 1998...........................................................        5

        Consolidated Statements of Cash Flows for the six-month periods
           ended September 30, 1999, and 1998...........................................................        6

        Notes to Consolidated Financial Statements......................................................        8

       Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations....................................................................       13

       Item 3. Quantitative and Qualitative Disclosure About Market Risk................................       16

                           PART II--OTHER INFORMATION

       Item 1. Legal Proceedings........................................................................       17

       Item 2. Changes in Securities and Use of Proceeds................................................       17

       Item 3. Defaults Upon Senior Securities..........................................................       18

       Item 4. Submission of Matters to a Vote of Security Holders......................................       18

       Item 5. Other Information........................................................................       18

       Item 6. Exhibits and Reports on Form 8-K.........................................................       18

       SIGNATURES.......................................................................................       19
</TABLE>

                                       2
<PAGE>

                          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 inherent in the consummation of any plan in a Chapter 11 bankruptcy
case, e.g., the perceived difficulties from the Company's bankruptcy, which
could adversely affect its existing and proposed operations, and other
difficulties relating to its Chapter 11 bankruptcy; and the risks relating to
the operation of a gaming business, which forms a significant part of the
Company's Plan of Reorganization.  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.


                                YEAR 2000 ISSUES

Like any other company, advances and changes in technology can significantly
affect the business and operations of the Company.  For example, a challenging
problem is that many computer systems worldwide cannot properly recognize the
year 2000 or years thereafter.  No easy, comprehensive, technological "quick
fix" has yet been developed in the United States or elsewhere for this problem.
Not only might the problem affect a company's computers, but the company could
also be impacted by problems at other companies, through supplier relationships,
etc.  The Company has been assured by its third-party providers that they are in
compliance with the year 2000 issue.

Fortunately, the Company's present small base of operations is not heavily
dependent upon computers.  Certain "Y2K" testing and upgrading has now been
completed.  Management feels reasonably confident, in general, about the
Company's level of exposure.  However, given the possible rather drastic
scenarios worldwide as discussed in the media, the Company cannot assure that it
will not be detrimentally impacted in some way.

                                       3
<PAGE>

                        Part 1 - Financial Information

Item 1. Financial Statements

                          Consolidated Balance Sheets
<TABLE>
<CAPTION>

                                                                  September 30, 1999     March 31, 1999
                                                                  ------------------   ------------------
                                                                     (Unaudited)           (audited)
<S>                                                               <C>                  <C>
Assets:
  Cash                                                            $        1,069,157   $        2,146,759
  Restricted cash                                                            324,331            2,791,178
                                                                  ------------------   ------------------
    Cash and cash equivalents                                     $        1,393,488   $        4,937,937

  Other receivables                                                              401               44,741
  Receivable from officer                                                    500,000                    -
  Prepaid expenses                                                            38,699               16,669
  Installment contracts receivable                                            29,584               53,795
  Purchased insurance policies at estimated market value;
   face value of $403,544 at September 30, 1999 and $800,919
    at March 31, 1999                                                         55,063              126,650
  Fixed assets, less accumulated depreciation of $11,300 at
   September 30, 1999 and $1,603 at March 31, 1999                            45,544               17,489
  Other assets                                                                95,015                    -
                                                                  ------------------   ------------------
    Total assets                                                  $        2,157,794   $        5,197,281
                                                                  ==================   ==================

Liabilities:
  Accounts payable - Debenture holders                            $          319,000   $        3,043,250
  Accounts payable - other                                                   341,198               84,768
  Accrued contingent legal fees                                                6,903              270,713
  Accrued contingent payroll                                                       -              406,107
  Accrued liabilities                                                         42,548               55,814
  Contingent indemnification -  adversary settlement                         350,000                    -
  Other contingent liabilities                                                     -              244,867
  Note payable - Debenture holders                                           523,300              523,300
                                                                  ------------------   ------------------
    Total liabilities                                             $        1,582,949   $        4,628,819
                                                                  ==================   ==================

Stockholders' Equity:
  Common stock, $.002 par value. Authorized 40,0000
   shares; issuable 1,040,000 shares                              $            2,080   $            2,080
  Additional paid-in capital                                                 690,033              690,033
  Accumulated deficit                                                       (117,268)            (123,651)
                                                                  ------------------   ------------------
    Total stockholders' equity                                    $          574,845              568,462
                                                                  ------------------   ------------------
    Total liabilities and stockholders' equity                    $        2,157,794   $        5,197,281
                                                                  ==================   ==================
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Operations
                                  (unaudited)

<TABLE>
<CAPTION>
                                                      Three Month Period Ended            Six Month Period Ended
                                                           September 30,                       September 30,
                                                  ---------------------------------   ---------------------------------
                                                    Registrant    |   Predecessor       Registrant    |  Predecessor
                                                       1999       |      1998              1999       |      1998
                                                  --------------- | ---------------   --------------- | ---------------
<S>                                                <C>            |  <C>               <C>            |  <C>
Revenues:                                                         |                                   |
 Finance charges on installment contracts           $       8,002 |   $      35,006     $      14,919 |   $      77,311
 Revenues from matured insurance policies                  92,380 |         983,228           177,801 |         988,228
                                                  --------------- | ---------------   --------------- | ---------------
  Gross revenues                                          100,382 |       1,018,234           192,720 |       1,065,539
 Cost of matured insurance policies                       (39,608)|        (692,400)          (71,588)|        (692,400)
                                                  --------------- | ---------------   --------------- | ---------------
  Total net revenues                                $      60,774 |   $     325,834     $     121,132 |   $     373,139
                                                                  |                                   |
General and administrative expenses                      (374,882)|        (380,647)         (784,872)|        (766,148)
Loan loss recovery, net                                    75,674 |         117,000           135,765 |         219,000
                                                  --------------- | ---------------   --------------- | ---------------
 Operating income (loss)                            $    (238,434)|   $      62,187     $    (527,975)|   $    (174,009)
                                                  --------------- | ---------------   --------------- | ---------------
Other income/(expense):                                           |                                   |
 Interest income on cash and cash equivalents       $      18,608 |   $      30,359     $      67,329 |   $      60,571
 NPD, Inc., note receivable interest income accrued             - |          75,882                 - |         151,764
 Debentures interest expense accrued                            - |        (171,593)                - |        (343,187)
 NPD, Inc., note payable interest expense accrued               - |         (10,625)                - |         (21,250)
 Other income (expense)                                         - |          41,518                 - |          41,518
 Write-off of fixed assets                                      - |               -                 - |          (4,570)
 Gain on adversary settlement                             451,040 |               -           451,040 |               -
 Cancellation of Florida tax claim                        162,876 |               -           162,876 |               -
 Insurance policy write down recapture                          - |         495,683                 - |         495,683
 Debenture loan discount amortization                      (8,069)|               -           (16,138)|               -
                                                  --------------- | ---------------   --------------- | ---------------
  Total net other income (expense)                  $     624,455 |   $     461,224     $     665,107 |   $     380,529
                                                  --------------- | ---------------   --------------- | ---------------
 Income (loss) before reorganization costs                386,021 |         523,411           137,132 |         206,520
                                                                  |                                   |
Reorganization costs incurred during Chapter 11                   |                                   |
 proceedings                                              (41,742)|        (117,210)         (130,749)|        (244,354)
                                                  --------------- | ---------------   --------------- | ---------------
Net income (loss)                                   $     344,279 |   $     406,201     $       6,383 |   $     (37,834)
                                                  =============== | ===============   =============== | ===============
                                                                  |                                   |
Per Share:                                                        |                                   |
 Operating income (loss)                            $       (0.23)|   $        0.01     $       (0.51)|   $       (0.03)
 Total net other income (expense)                            0.60 |            0.08              0.64 |            0.06
                                                  --------------- | ---------------   --------------- | ---------------
 Income (loss) before reorganization costs          $        0.37 |   $        0.09     $        0.13 |   $        0.03
Reorganization costs incurred after Chapter 11                    |                                   |
 proceedings                                                (0.04)|           (0.02)            (0.13)|           (0.04)
                                                  --------------- | ---------------   --------------- | ---------------
                                                                  |                                   |
Net income (loss)                                   $        0.33 |   $        0.07     $           - |   $       (0.01)
                                                  =============== | ===============   =============== | ===============
                                                                  |                                   |
Weighted average number of common and                             |                                   |
 common equivalent shares outstanding                           - |       6,079,530                 - |       6,079,530
                                                  =============== | ===============   =============== | ===============
Weighted average number of common and                             |                                   |
 common equivalent shares issuable                      1,040,000 |               -         1,040,000 |               -
                                                  =============== | ===============   =============== | ===============
</TABLE>


         See accompanying notes to consolidated financial statements.

                                       5
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flow
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                   September 30,
                                                           --------------------------------
                                                            Registrant    |   Predecessor
                                                               1999       |     1998
                                                           -------------  |  -------------
<S>                                                        <C>            |  <C>
Cash flow from operating activities:                                      |
  Net income (loss)                                        $      6,383   |  $    (37,834)
  Adjustments to reconcile net income (loss) to net cash                  |
  cash flow from operating activities                                     |
     Depreciation expense                                         9,698   |        10,277
     Realized loss on sale of IAP securities                          -   |        25,440
     Loan loss recovery, net                                   (135,765)  |      (219,000)
     Write-off of fixed assets                                        -   |         4,570
     Recapture of insurance policy write down                         -   |      (495,683)
     Gain in adversary settlement                              (451,040)  |             -
  Changes in assets and liabilities:                                      |
     (Increase) decrease in assets:                                       |
        Accounts receivable matured policies                          -   |     ( 878,740)
        Other receivables                                        44,340   |             -
        Prepaid expenses                                        (22,030)  |       167,381
        Installment contracts receivable                        159,976   |       409,573
        Purchased insurance policies                             71,587   |       692,400
        Interest on escrow deposit                                    -   |       (51,958)
        Interest accrued on note receivable - NPD, Inc.               -   |      (151,765)
        Other assets                                            (95,015)  |             -
     Increase (decrease) in liabilities:                                  |
        Accounts payable-debenture holders                   (2,724,250)  |             -
        Accounts payable other and accrued liabilities         (408,333)  |       266,681
        Accrued interest expense                                          |       364,437
                                                           ------------   |  -------------
  Cash provided (used) by operating activities             $ (3,544,449)  |  $    105,779
                                                           ------------   |  -------------
Cash flow from investing activities:                                      |
        IAP securities                                                -   |       614,560
                                                           ------------   |  -------------
     Cash provided (used) by investing activities          $          -   |  $          -
                                                           ------------   |  -------------
                                                                          |
Net increase (decrease) in cash and cash equivalents       $ (3,544,449)  |  $    720,339
Cash and cash equivalents at beginning of period              4,937,937   |       769,736
                                                           ------------   |  -------------
Cash and cash equivalents at end of period                 $  1,393,488   |  $  1,490,075
                                                           ------------   |  -------------
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       6
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flow
                                  (unaudited)


NON-CASH INVESTING AND FINANCING ACTIVITES

Non-cash investing and financing activities for the six months ended September
30, 1999, was the result of the settlement of the adversary claim against Nunzio
P. DeSantis and consisted of the following:

The Company cancelled accrued payroll and expenses owed by the Company to Mr.
DeSantis in the amount of $256,230 and cancelled $7,058 in accrued payroll
taxes.  The Company acquired from Mr. DeSantis Furniture and fixtures with a
resale value of $37,752.  A receivable in the amount of $500,000, was recorded
to account for the transfer by Mr. DeSantis of equity securities in the same
amount by July 11, 2000.  The Company recorded a contingent liability of
$350,000 to account for the indemnification of Mr. DeSantis under a non-compete
agreement between Mr. DeSantis and a third party.  This resulted in a gain on
the adversary settlement of $451,040.

                                       7
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statement
                                  (unaudited)

    (1) Summary of Significant Accounting Policies: Basis of Presentation, Going
        Concern

     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") 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
     protection 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.  On February 3, 1999, the
     Bankruptcy Court confirmed a Plan of Reorganization (the "Plan"), which
     became effective on March 5, 1999, at which time the Company attained a
     positive net equity, and was no longer classified as a "debtor-in-
     possession".  On July 2, 1999, the Company filed a Motion requesting the
     Bankruptcy Court to enter a Final Decree with respect to the Plan.  On
     September 28, 1999, a hearing was held on the Motion; the Court has taken
     the matter under advisement and there has been no ruling to date.

     The Company's audited consolidated financial statements as of March 31,
     1999, and the accompanying unaudited consolidated financial statements as
     of September 30, 1999 and 1998, have been presented in conformity with the
     American Institute of Certified Public Accountants' Statement of Position
     90-7, "Financial Reporting By Entities in Reorganization Under the
     Bankruptcy Code," issued November 19, 1990 ("SOP 90-7").  While in Chapter
     11, the Company operated its business as a debtor-in-possession (the
     "Predecessor") subject to the jurisdiction of the Bankruptcy Court.  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.  Since fresh-start reporting has been reflected in the accompanying
     consolidated financial statements as of March 31, 1999, and are those of a
     reorganized entity certain material aspects of these financial statements
     are not comparable to such statements of any prior period.  A "black line"
     has been drawn between the Registrant's financial statements and those of
     the Predecessor.

     With respect to the unaudited consolidated financial statements for the
     three and six months ended September 30, 1999 and September 30, 1998, 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, 1999.
     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) Plan of Reorganization

     The Plan (which became effective on March 5, 1999) resulted in the
     cancellation of $7.2 million principal amount of Debentures and accrued
     interest thereon, and all of the Company's equity securities (including all
     previously issued shares of Common Stock) as of March 5, 1999.  Unsecured
     creditors have now received payments for 100 percent of their allowed
     claims.

                                       8
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                                  (unaudited)

     The holders of the Debentures will receive in total approximately 1.0
     million shares of the Company's new Common Stock, $3.0 million in cash, and
     non-interest bearing, uncollateralized notes totaling $0.6 million, payable
     in five annual payments.  For financial statement presentation, these notes
     have been discounted based on an imputed interest rate of 6% resulting in
     an unamortized discount of $0.1 million.  These notes have been recorded at
     their discounted value of $0.5 million.  The Company made the first cash
     distributions (approximately $1.8 million) related to the Debentures under
     the Plan during June 1999, and as of November 12, 1999, has distributed
     $2.8 million of the $3.0 million in cash payments.  The Company is
     presently verifying the appropriate remaining disbursements, for which the
     corresponding cash has been escrowed.  This escrow consists of restricted
     cash pursuant to the terms of the Plan, and was in the amount of $0.3
     million as of September 30, 1999 (and was $2.8 million at March 31, 1999).

     The holders of the canceled Common and Preferred Stock have the right to
     purchase defined amounts of shares of new Common Stock during certain
     periods beginning on the effective date of the Company's Registration
     Statement on Form S-1 (see "The Offering" below).  The price per share of
     the new Common Stock is $1.00.  The holders of the Company's Class A and B
     Warrants and Options have a 12-month period beginning March 5, 1999, to
     purchase the same number of shares of new Common Stock as originally
     provided for under the Warrants or Options, at $4.00 per share.  The
     Company expects that only a portion of the additional shares as described
     above will actually be purchased by existing equity holders, resulting in
     projected total Common Stock outstanding of from 1.5 million to 9.0 million
     shares.  This would result in a total new equity (before the impact of any
     interim operating results) of from $0.8 million to $7.8 million.


     (3) The Offering

     A Registration Statement on Form S-1 (the "Registration Statement") was
     filed on June 8, 1999, with the SEC to register the shares of our new
     Common Stock to be issued in connection with the Plan.  A revised amended
     Form S-1/A was filed on September 15, 1999, and a further revised amended
     Form S-1/A was filed on October 19, 1999.  The Registration Statement is
     still subject to the normal review process by the staff of SEC, and upon
     completion of such review, and as of an effective date yet to be
     determined, these shares may be issuable under the terms of the Plan.
     Pursuant to the Plan, which has been clarified to conform to the offering
     as more fully described in the Company's Registration Statement, the
     Company is offering shares of new Common Stock (the "Offering") to holders
     of old Common and Preferred Stock and Class A and B Warrants, Options, and
     Debentures, all of which were canceled on March 5, 1999, under the Plan.

     Specifically, the Offering will include 1,040,000 shares of new Common
     Stock for Debenture holders; up to 6,079,530 shares of new Common Stock for
     holders of old Common Stock; up to 5,780,000 shares of new Common Stock for
     holders of old Preferred Stock; up to 2,663,500 shares of new Common Stock
     for holders of old Class A and B Warrants; and, up to 3,660,000 shares for
     holders of old Options.  A total of up to 19,223,030 shares of new Common
     Stock may be issued and outstanding.  However, the Company estimates that
     only between 1.5 and 9.0 million shares will be issued as a result of the
     Offering, depending upon the number of shares

                                       9
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                                  (unaudited)

     subscribed for. Holders of old Common Stock and/or old Preferred Stock must
     pay $1.00 per share for any share of new Common Stock. These holders have
     approximately 60 days following the effective date of the Registration
     Statement in which to elect their purchase. Holders of old Warrants and/or
     Options have until March 4, 2000, to buy new Common Stock at $4.00 per
     share. For a more complete description, refer to the Registration
     Statement. The 1,040,000 shares of issuable new Common Stock have been
     accounted for as outstanding, as no further consideration for this stock
     will be received pursuant to the Plan. The professional fees and other
     costs associated with the Offering have been deferred until which time the
     Offering becomes effective and at that time all costs will be accordingly
     charged to equity.


     (4) Proposed New Business

     The Company has been considering various prospects to develop a new
     business suitable for its situation.  In general, any new business
     development is difficult, and the Company's particular realities impose
     significant constraints that make such an undertaking even more difficult.
     These constraints include the following: the need to acquire or develop the
     business without paying substantial cash or taking on significant debt; the
     handicap of not having actively traded stock to use to procure this
     business; the requirement that, after launch, the business will not need a
     significant capital investment to fund its "ramp-up"; and, the requirement
     that the new business immediately produce a positive cash flow.

     The Plan involves developing a new business that consists primarily of
     providing gaming devices and gaming machines for certain non-profit
     fraternal organizations in New Mexico.  In 1997, the New Mexico Legislature
     passed the "Gaming Control Act," and on approximately July 2, 1999, the
     first legalized gaming in a non-profit fraternal organization began in New
     Mexico.  The Company proposes to provide, supply, and service gaming
     devices as described in the Gaming Control Act, and the business would be
     regulated by the New Mexico Gaming Control Board as described in the Gaming
     Control Act.    The Company has commenced its efforts in this arena, doing
     business as Kachina Gaming, which has been organized as a Division of
     AutoLend Group, Inc.  In connection with these efforts, the Company has
     hired a Vice President of Gaming Development and Marketing.

     The Company's management believes it can obtain the proper licenses, gaming
     machines, and contracts with non-profit organizations to make this business
     viable, and which will allow the Company to meet its obligations.  In this
     regard, the Company has made application to the New Mexico Gaming Control
     Board for licensure as a distributor.  Additionally, the Company has signed
     a number of contingent contacts with fraternal organizations whereby the
     Company would supply gaming machines to licensed operators. The contracts
     are contingent upon certain matters such as, the Company and the fraternal
     organizations' ability to obtain the appropriate state licensing as well as
     the actual approval of the respective contracts by the Gaming Control
     Board. The Company is also holding discussions with several licensed gaming
     machine manufacturers with respect to obtaining such machines.  In as much
     as no distributors have yet developed any sustained financial history for
     such licensed operations in New Mexico, and no fraternal organizations have
     established routine records of average "net drops" under regulated gaming
     in New Mexico, potential operating results are unknown, and thus the
     Company cannot

                                       10
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                                  (unaudited)

     be assured of success in this venture. The New Mexico Gaming Control Board
     is currently processing the Company's application for licensure as a
     distributor. In connection with this review, the Company has received
     correspondence from them indicating that the process has been significantly
     lengthened due to the still unconcluded SEC investigation.


     (5) Income Taxes

     The Company provides for income taxes under the provisions of Statement of
     Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
     Taxes".  On an interim basis, the Company provides for income taxes using
     the estimated annual effective rate method.  The Company did not recognize
     a quarterly or annual income tax expense or benefit in 1998 and also does
     not expect to recognize a quarterly or annual income tax expense or benefit
     in 1999.

     As of September 30, 1999, the Company had available unused capital loss
     carry-forwards and operating loss carry-forwards that may provide future
     tax benefits, which expire as follows:

<TABLE>
<CAPTION>

                       Unused Capital       Federal Unused Net      State Unused Net
      Year of              Loss               Operating Loss         Operating Loss
     Expiration        Carryforwards          Carryforwards          Carryforwards
------------------     -------------          -------------          -------------
<S>                    <C>                    <C>                    <C>
        2000            $  1,359,000              $        -          $          -
        2002               1,023,000                       -             6,116,000
        2003                       -                       -               220,000
        2004                       -                       -             2,939,000
        2005                       -                       -               398,000
        2012                       -               6,078,000                     -
        2013                       -                 220,000                     -
        2019                       -               2,939,000                     -
        2020                       -                 398,000                     -
                       -------------            ------------          ------------
Total                   $  2,382,000            $  9,635,000          $  9,673,000
                       =============            ============          ============
</TABLE>

     Capital loss carryforwards arise due to losses incurred on the disposal of
     capital assets, and may be used to offset future capital gains associated
     with the disposal of capital assets (but may not be used to offset ordinary
     income).  Net operating loss carryforwards are the result of prior (and
     current) years' operations, which had recorded a net loss in terms of
     income tax computations.  In general, operating loss carryforwards can be
     used to offset future operating profits, thus negating the necessity to pay
     corresponding future income taxes (until the loss carryforwards become used
     up or expire).  Any such future operating profits (which might realize
     these tax benefits) could be derived internally, or could be derived from
     acquiring additional assets, or from the purchase of another qualified
     business entity through the acquisition of its stock.  If there is a
     substantial change in ownership involved, tax benefits could be reduced.
     Other limiting factors may also apply.

                                       11
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                                  (unaudited)

     With the Plan now effective, net operating loss carryforwards listed above
     are intact and usable.  At a combined federal and state corporate statutory
     tax rate of 38.6 percent, the present losses can, in a valid situation,
     result in the cancellation of a requirement to pay approximately $3.7
     million in federal and state income taxes, either immediately in one year
     or spread out over many years.  The requirements to utilize such loss
     carryforwards are strict, and the possibilities for usage are limited.


     (6) Comprehensive Income

     The Company implemented during the fiscal year ended March 31, 1999,
     Statement of Financial Accounting Standards 130, Comprehensive Income
     ("SFAS 130"), in its consolidated financial statements.  A primary intent
     of SFAS 130 is to provide a supplemental examination of income, showing Net
     Income adjusted by transactions and events which were not reflected in Net
     Income that occurred during the period, and that affected the Company's
     equity from non-owner sources.  Typically, comprehensive income includes
     equity adjustments for unrealized gains and losses on available-for-sale
     securities, minimum pension liabilities adjustments, and foreign currency
     transaction adjustments.  On this basis, for the six months ended September
     30, 1999 and 1998, the Company's Comprehensive Income is the same as the
     net loss reported in the consolidated statements of operations.

                                       12
<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.

     In accordance with the American Institute of Certified Public Accountants'
     Statement of Position 90-7, the Company was required to adopt fresh-start
     accounting as of March 5, 1999.  The Predecessor's financial statements
     (prior to March 6, 1999) are not comparable to the reorganized Company's
     financial statements (subsequent to March 5, 1999).  (See Note 1 to the
     Company's Consolidated Financial Statements.)  However, for purposes of
     management's discussion and analysis of results of operations, the six
     months ended September 30, 1999, is being compared to 1998 since the
     results of operations are comparable.

     Results of Operations:  Six-month periods ended September 30, 1999 and 1998

     The Company recorded a net income of approximately $6,000 for the six-month
     period ended September 30, 1999.  The income was primarily due to $665,000
     in non-operating income, which was partially offset by approximately
     $528,000 in operating losses and $131,000 in reorganization costs.  This
     compares to a $38,000 net loss for the corresponding six months ended
     September 30, 1998.

     Net revenues realized from viatical policies (the "Policies") in the six
     months ended September 30, 1999, were approximately $0.1 million, as
     compared to $0.3 million in viatical revenues in the six months ended
     September 30, 1998.  The current period revenues were the result of the
     sale of four Policies for a gross total of $0.2 million, having a cost of
     $0.1 million.  The Company generally ceased purchasing Policies after
     September 1994, and in May and July 1995 sold the majority of its
     portfolio.  Future net revenues from the remaining portfolio of 6 Policies
     will be irregular, depending primarily upon the timing of mortality of the
     insured.

     Revenues from consumer used-car loans, which are also referred to as
     installment contracts receivable (the "Loans"), were approximately $15,000
     during the six months ended September 30, 1999, which represented a $62,000
     decrease compared to the $77,000 realized during the six months ended
     September 30, 1998.  This decrease is a result of the reduced size of the
     Company's portfolio of the Loans; the Company ceased purchasing new Loans
     in December 1995 and as Loans are paid in full or written off, the
     portfolio decreases in size.  The cost to collect these Loans is not
     reflected in net revenue, but as general and administrative expenses.

     Loan loss recovery in connection with the portfolio of Loans for the six
     months ended September 30, 1999 represented the recovery of $0.1 million
     related to previously charged off loans.  This is compared to a recovery of
     $0.2 million for the six months ended September 30, 1998.  The recoveries
     in both periods were primarily the result of collections on old Loans,
     which had, in the past, been more than six months in arrears and had
     therefore been written off, in accordance with the Company's long-standing
     procedures.

     General and administrative expenses were approximately $785,000 during the
     six months ended September 30, 1999, compared to the $766,000 expended
     during the six months ended September 30, 1998. The increase of
     approximately $19,000 in general and administrative expenses was due to
     additional salary and travel expense in connection with the development of

                                       13
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                                  (continued)

     the gaming business.  (These amounts exclude the $0.1 million and $0.2
     million in Chapter 11 reorganization costs for the six months ended
     September 30, 1999 and 1998, respectively.)

     Operating losses for the six months ended September 30, 1999, were $0.5
     million, compared to operating losses of $0.2 million for the six months
     ended September 30, 1998. The $0.3 million increase in operating losses was
     primarily due to approximately a $0.2 million decrease in net revenue and a
     $0.1 million  decrease in loan loss recoveries.

     The impact of non-operating items for the six months ended September 30,
     1999 was a net $0.7 million in income, compared to a non-operating income
     of $0.4 million for the six months ended September 30, 1998.  The $0.7
     million in non-operating income for the present period was primarily due to
     the $0.5 million gain as a result of the settlement with Nunzio DeSantis
     and the $0.2 million cancellation of the Florida  tax  claim.

     In addition to the above, for the six months ended September 30, 1999 and
     1998, the Company incurred $0.1 million and $0.2 million, respectively, in
     each period in reorganization costs related to the bankruptcy proceedings.

     The net effect of all of the foregoing was a net income of approximately
     $6,000, or $0.006 per share, for the six months ended September 30, 1999.
     The net loss for the same period last year was approximately $38,000, or
     $0.01 per share. The $6,000 income in the current period was due primarily
     to non-operating income of $665,000, offset by an operating loss of
     $528,000 and reorganization costs of $131,000.  Income per share for the
     period ended September 30, 1999 was calculated based upon 1.0 million
     shares of issuable common stock per the Plan.  The net loss for the same
     period last year million was primarily due to non-operating income of
     $381,000, partially offset by an operating loss of $174,000 and
     reorganization costs of $244,000.  Losses per share for the period ended
     September 30, 1998 were calculated based upon the weighted average number
     of common and common equivalent shares then outstanding of 6.1 million.


     Results of Operations:  Three-month periods ended September 30, 1999 and
     1998

     The Company recorded net income of $0.3 million for the three-month period
     ended September 30, 1999.  The income was primarily due to $0.6 million in
     non-operating income, which was partially offset by $0.2 million in
     operating losses and $0.05 million in reorganization costs.

     Net revenues realized from Policies in the three months ended September 30,
     1999, were $52,000, as compared to $0.3 million in viatical revenues in the
     three months ended September 30, 1998.  The current period revenues were
     the result of the sale of one Policy for a gross total of approximately
     $92,000, having a cost of $40,000.

     Revenues from consumer used-car loans, which are also referred to as the
     Loans, were approximately $8,000 during the three months ended September
     30, 1999, which represented a $27,000 decrease compared to the $35,000
     realized during the three months ended September 30, 1998.  This decrease
     is a result of the reduced size of the Company's portfolio of the Loans.

                                       14
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                                  (continued)

     Loan loss recovery in connection with the portfolio of Loans for the three
     months ended September 30, 1999 represented the recovery of $0.1 million
     related to previously charged off loans.  This is compared to a similar
     recovery of $0.1 million for the three months ended September 30, 1998.
     The recoveries in both periods were primarily the result of collections on
     old Loans, which had, in the past, been more than six months in arrears and
     had therefore been written off, in accordance with the Company's long-
     standing procedures.

     General and administrative expenses were $0.4 million during the three
     months ended September 30, 1999 and 1998.

     Operating losses for the three months ended September 30, 1999, were
     approximately $238,000, compared to operating income of approximately
     $62,000 for the three months ended September 30, 1998. The $300,000
     increase in operating losses was primarily due to approximately a $265,000
     decrease in net revenue, a decrease of $41,000 in loan recoveries and a
     decrease in general and administrative expense of $6,000.

     The impact of non-operating items for the three months ended September 30,
     1999 was a net $624,000 in income, compared to a non-operating income of
     $461,000 for the three months ended September 30, 1998.  The $624,000 in
     income for the present period was primarily due to the $451,000 gain on the
     settlement with Nunzio DeSantis and the $163,000 cancellation of the
     Florida tax claim.  The $461,000 non-operating income for the same period
     last year consisted of interest income of $106,000, insurance policy write
     down recapture of $496,000, and other income of $41,000 which was  offset
     by interest expense of $182,000.

     In addition to the above, for the three months ended September 30, 1999 and
     1998, the Company incurred $42,000 and $117,000 respectively in the periods
     ended in reorganization costs related to the bankruptcy proceedings.

     The net effect of all of the foregoing was a net income of $0.3 million, or
     $0.33 per share, for the three months ended September 30, 1999.  The net
     income for the same period last year was $0.4 million, or $0.07 per share.
     The $0.3 million income in the current period was due primarily to non-
     operating income of $0.6 million, which was off set by $0.3 million in
     combined operating losses and reorganization costs .  Losses per share for
     the period ended September 30, 1999 were calculated based upon 1.0 million
     shares of issuable common stock per the Plan.  Losses per share for the
     period ended September 30, 1998 were calculated based upon the weighted
     average number of common and common equivalent shares then outstanding of
     6.1 million.


     Liquidity and Capital Resources

     The Company's immediate viability as a going concern ultimately depends
     upon the successful installation of a new line of business, and the
     attainment of profitability.  On September 22, 1997, the Company filed for
     voluntary bankruptcy reorganization.  On March 5, 1999, the Company's Plan
     became effective.  Cash flow from operations was a negative $3.5 million
     for the six months ended September 30, 1999, which was primarily due to
     $2.7 million in payments

                                       15
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES
          Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                                  (continued)

     made to Debenture holders under the Plan. At September 30, 1999, the
     Company had cash and cash equivalents of $1.4 million, and a positive net
     equity of $0.6 million. Of the $1.4 million in cash on hand at September
     30, 1999, $0.3 million was escrowed for payment to certain former Debenture
     holders recognized under the Plan. As of November 12, 1999, the Company has
     distributed $2.8 million related to these Debenture obligations.

     The Company's portfolio of used-car consumer installment Loans at September
     30, 1999, was approximately $30,000, and consisted of 12 active Loans.  The
     Company ceased purchasing Loans in December 1995.  In addition to the
     active portion of the portfolio, the Company also has a substantial
     inactive portion, which consists of Loans that have been more than six
     months in arrears and have been written off.  These inactive Loans
     presently provide the Company with an irregular net cash flow of
     approximately $20,000 per month.  There are 3,900 such inactive Loans,
     having a combined face value of approximately $15 million.  The Company's
     portfolio of unmatured viatical insurance Policies totaled 6 at September
     30, 1999, having a combined face value of $0.4 million and a net book value
     of $55,000.  The Company generally ceased purchasing Policies in September
     1994.

     There was no cash provided or used by investing activities for the six
     months ended September 30,  1999.  Cash flows provided by investing
     activities was $0.6 million for the six months ended September 30, 1998, as
     a result of the IAP securities redemption.

     There was no cash provided by or used in financing activities during the
     six months ended September 30, 1999 and 1998.

     In summary, the Company decreased its cash and cash equivalents by $3.5
     million during the six months ended September 30, 1999, to a total of $1.4
     million.  The decrease was largely due to the $2.7 million in payments to
     Debenture holders under the Plan, the $0.3 million in payments on accounts
     payable and accrued liabilities from prior periods, and the $0.5 million
     net use of cash from operations during the current period.  In comparison,
     there was a $0.7 million increase in cash during the six months ended
     September 30, 1998, primarily due to cash flows provided by investing
     activities as a result of the IAP securities redemption.

     On March 5, 1999, all outstanding Debentures (and accrued interest
     thereon), and all Common and Preferred Stock, Warrants, and Options were
     canceled in conjunction with the Plan.  The Company is presently in the
     process of completing a Registration Statement with the SEC.  When and if
     this Registration Statement becomes effective, the Company may receive
     additional equity capital, which could be as much as $7.8 million.
     However, the amount received could be far lower, and the Company cannot
     assure the success of sales of its Common Stock. The professional fees and
     other costs associated with the Offering have been deferred until which
     time the Offering becomes effective and at that time all costs will be
     accordingly charged to equity.


     Item 3. Quantitative and Qualitative Disclosures about Market Risk.

     Not applicable.

                                       16
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES


                          Part II:  Other Information

     Item 1. Legal Proceedings.

     On July 14, 1998, the Company filed an adversary claim against Nunzio P.
     DeSantis to recover certain payments made to him and for indemnity. On July
     12, 1999, the Bankruptcy Court approved a Motion to Approve Compromise (the
     "Motion") to resolve this adversary claim.  The Motion proposed
     cancellation of debts owed by the Company to Mr. DeSantis of $256,230; the
     contribution to the Company by Mr. DeSantis of substantial furniture,
     equipment, and leasehold improvements; the transfer by July 11, 2000 of
     equity securities with a value of at least $500,000 by Mr. DeSantis to the
     Company; the indemnification of Mr. DeSantis by the Company from liability
     up to $350,000 under a non-compete agreement between Mr. DeSantis and a
     third party dated March 1995; and the transfer to Mr. DeSantis of the
     Company's contingent rights with respect to possible proceeds receivable
     under a sale of the former El Rancho Hotel property in Las Vegas, Nevada.
     The order became final on July 26, 1999.  However, on September 27, 1999, a
     motion was filed to set aside this settlement.  We have filed a response
     and believe that the final order will not be set aside.  A hearing is
     scheduled for November 19, 1999.  The financial effect of this event has
     been determined to be a net $0.5 million increase to the Company's net
     equity.

     On November 24, 1998, the State of Florida Department of Revenue asserted a
     tax claim under Chapter 199 of the Florida Statutes for the period June 30,
     1994 through June 30, 1998 for intangible tax of $668,531, and a claim
     under Chapter 220 for the period March 31, 1993 through March 31, 1997 for
     corporate income tax of $42,751.  A court order was entered on August 20,
     1999, dismissing the claim subject to a seven-day appeal period; the court
     order became effective on August 27, 1999.

     On June 4, 1999, the Company filed an adversary claim against Express
     Scripts, Inc., for declaratory judgement with regard to a non-compete
     agreement with Mr. DeSantis dated March 5, 1995. A scheduling conference
     was held on September 10, 1999.  On October 1, 1999, Express Scripts filed
     a motion to dismiss the adversary for alleged lack of jurisdiction, and on
     October 22, 1999, the Company filed a response to that motion.  A
     bankruptcy court hearing has been scheduled for November 22, 1999, and
     discovery is presently stayed pending the resolution of the motion to
     dismiss.  The Company is presently in negotiation with Express Scripts
     regarding a resolution of the issue.

     On July 2, 1999, the Company filed a Motion for Final Decree to close the
     bankruptcy estate. One objection was filed.  On September 28, 1999, a court
     hearing was held on the motion; the court has taken the matter under
     advisement, and there has been no ruling to date.


     Item 2. Changes in Securities and Use of Proceeds.

     None.

                                       17
<PAGE>

                     AUTOLEND GROUP, INC. AND SUBSIDIARIES


     Item 3. Defaults Upon Senior Securities.

     Not applicable.

     Item 4. Submission of Matters to a Vote of Security Holders.

     None.

     Item 5. Other Information.

     None.


     Item 6. Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

          27 - Financial Data Schedule

     (b)  Reports on Form 8-K.

          None

                                       18
<PAGE>

                                   SIGNATURES

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

          AUTOLEND GROUP, INC.
          (Registrant)

          SIGNATURE                   TITLE                          DATE
          ---------                   -----                          ----


          /s/ Nunzio P. DeSantis    Chairman of the Board,     November 13, 1999
          ----------------------    Chief Executive Officer
          Nunzio P. DeSantis


          /s/ Jeffrey Ovington      Executive Vice President   November 13, 1999
          ----------------------    (principal accounting and
          Jeffrey Ovington          financial officer)


                                       19