<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

      For the quarter ended:                     Commission File Number:
          June 30, 1997                                   0-9539
-----------------------------------          ---------------------------------

                        SEARCH FINANCIAL SERVICES INC .
            ------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


            Delaware                                      41-1356819
-----------------------------------          ---------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

                          600 North Pearl, Suite 2500
                              Dallas, Texas 75201
                              -------------------
          (Address of principal executive offices, including zip code)

                                  214-965-6000
                                  ------------
              (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   [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:


                                                Number of Shares Outstanding
             Class                                 at August 12, 1997(1)
-----------------------------------          ---------------------------------
   Common Stock, $.01 par value                          3,016,444

--------------

(1) Does not include 3,666,500 shares to be issued for the MS Financial 
    acquisition.
<PAGE>   2



                         SEARCH FINANCIAL SERVICES INC.
                                FORM 10-Q INDEX


<TABLE>
<CAPTION>
PART I                     FINANCIAL INFORMATION                                                          PAGE
------                                                                                                    ----
<S>  <C>                                                                                                    <C>
Item 1.                    Consolidated Financial Statements.................................................3

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

PART II                    OTHER INFORMATION................................................................18
-------

Item 1.                    Legal Proceedings................................................................18

Item 6.                    Exhibits and Reports on Form 8-K.................................................19

SIGNATURES                 .................................................................................20
</TABLE>


The financial information for the interim periods presented herein is
unaudited. In the opinion of management, all adjustments necessary (which are
of a normal recurring nature) have been included for a fair presentation of the
results of operations. The results of operations for an interim period are not
necessarily indicative of the results that may be expected for a full year or
any other interim period.

                        SAFE HARBOR STATEMENT UNDER THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Form 10-Q for quarter ended June 30, 1997 contains certain forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995,
which may be identified by the use of forward-looking terminology such as
"may," "will," "expect," "anticipate," "estimate," "goal," " continue," or
comparable terminology, that involve risks or uncertainties and that are
qualified in their entirety by the cautions and risk factors contained in the
Company's 10-K Annual Report for the fiscal year ended March 31, 1997 and in
other Company documents filed with the Securities and Exchange Commission.





                                       2
<PAGE>   3



PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                          June 30, 1997  March 31, 1997
ASSETS                                                      Unaudited       Audited
------                                                    -------------  --------------
<S>                                                       <C>             <C>         
Gross contracts receivable (Note 2)                       $ 63,710,000    $ 62,325,000
Unearned interest                                          (14,604,000)    (10,636,000)
                                                          ------------    ------------
Net contracts receivable                                    49,106,000      51,689,000
Allowance for credit losses                                 (3,281,000)     (5,854,000)
Loan origination costs                                       5,948,000       5,852,000
Amortization of loan origination costs                      (4,653,000)     (4,379,000)
                                                          ------------    ------------
    Net contract receivables - after allowance for          
      credit losses & other costs                           47,120,000      47,308,000
                                                          ------------    ------------
Cash and cash equivalents                                    7,320,000      12,249,000
Vehicles held for resale                                       637,000       1,196,000
Property and equipment, net                                  1,823,000       1,608,000
Intangibles, net                                             6,084,000       6,252,000
Other assets, net                                            2,381,000         910,000
                                                          ------------    ------------

    Total assets                                          $ 65,365,000    $ 69,523,000
                                                          ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Lines of credit                                           $ 23,250,000    $ 23,715,000
Notes Payable                                                9,399,000       9,596,000
Accrued settlements                                            500,000         540,000
Dividends payable                                            1,700,000       1,670,000
Accounts payable and other liabilities                       1,061,000       1,090,000
Accrued interest                                               315,000         271,000
Redeemable warrants                                          1,074,000       1,035,000
Subordinated debenture                                       5,000,000       5,000,000
                                                          ------------    ------------
    Total Liabilities                                       42,299,000      42,917,000
                                                          ------------    ------------

    Stock repurchase (Note 4)                                       --       2,078,000
                                                          ------------    ------------

Stockholders' Equity
--------------------
Convertible preferred stock                                    201,000         201,000
Common stock                                                   252,000         252,000
Additional paid-in capital                                  76,437,000      78,047,000
Accumulated deficit                                        (52,612,000)    (52,760,000)
                                                          ------------    ------------
    Total equity                                            24,278,000      25,740,000
                                                          ------------    ------------
Receivable from officers and directors                      (1,212,000)     (1,212,000)
                                                          ------------    ------------
    Total stockholders' equity                              23,066,000      24,528,000
                                                          ------------    ------------
    Total liabilities and stockholders' equity            $ 65,365,000    $ 69,523,000
                                                          ============    ============
</TABLE>


         See accompanying notes to consolidated financial statements.




                                       3

<PAGE>   4



                Condensed Consolidated Statements of Operations
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                            Three Months Ended Three Months Ended 
                                                               June 30, 1997      June 30, 1996
                                                            ------------------ ------------------
<S>                                                           <C>                <C>            
Interest revenue                                              $     2,447,000    $     1,659,000
Interest expense                                                   (1,035,000)           (22,000)
                                                              ---------------    ---------------
Net interest income                                                 1,412,000          1,637,000

Reduction of credit losses                                          2,505,000          1,382,000
                                                              ---------------    ---------------

Net interest income after reduction of credit losses                3,917,000          3,019,000
                                                              ---------------    ---------------

General and administrative expense                                  3,769,000          2,528,000
                                                              ---------------    ---------------

Net income (loss) before dividends                                    148,000            491,000
Preferred stock dividends                                          (1,610,000)        (1,404,000)
                                                              ---------------    ---------------
Net loss attributable to common stockholders                  $    (1,462,000)   $      (913,000)
                                                              ===============    ===============

Net loss per share attributable to common stockholders        $          (.46)   $          (.27)
                                                              ===============    ===============

Weighted average number of common shares outstanding                3,163,000          3,328,000
                                                              ===============    ===============
</TABLE>





                                       4
<PAGE>   5



                Condensed Consolidated Statements of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED   THREE MONTHS ENDED
                                                                 JUNE 30, 1997        JUNE 30, 1996
                                                              ------------------   ------------------
<S>                                                            <C>                  <C>              
OPERATING ACTIVITIES:
Net income (loss)                                              $         148,000    $         491,000
   Adjustments to reconcile net income (loss) to cash used
     in operations:
     Reduction of credit losses (Note 2)                              (2,505,000)            (496,000)
     Accretion of warrant debt                                            39,000               22,000
     Amortization of deferred offering costs                              28,000                   --
     Amortization of loan origination costs                              274,000              142,000
     Amortization of goodwill                                            168,000                   --
     Depreciation                                                        165,000              134,000
   Changes in assets and liabilities:
     Decreases (increases) in other assets                            (1,499,000)             336,000
     Increases (decreases) in interest payable                            44,000                   --
     Increases (decreases) in accounts payable                           (24,000)          (5,149,000)
     Increases (decreases) in accrued expenses                           (40,000)                  --
                                                               -----------------    -----------------
Cash used in operations                                               (3,202,000)          (4,520,000)
                                                               -----------------    -----------------

INVESTING ACTIVITIES:
     Purchase of contracts receivable                                 (6,144,000)          (2,745,000)
     Increase in loan origination fee                                    (96,000)                  --
     Principal payments on contracts receivables                       7,748,000            5,249,000
     Proceeds from sales of vehicles                                   1,470,000            1,273,000
     Purchase of property and equipment                                 (380,000)             (61,000)
                                                               -----------------    -----------------
Cash provided by investing activities                                  2,598,000            3,716,000
                                                               -----------------    -----------------

FINANCING ACTIVITIES:
     Borrowings under line of credit                                   3,575,000                   --
     Repayments under line of credit                                  (4,040,000)            (173,000)
     Notes payable proceeds                                            2,144,000                   --
     Notes payable repayments                                         (2,341,000)                  --
     Capital lease principal payments                                     (5,000)             (15,000)
     Stock repurchase                                                 (2,078,000)                  --
     Net proceeds from debt conversion and sale of stock                      --            4,106,000
     Payment of dividends on preferred stock                          (1,580,000)             (60,000)
                                                               -----------------    -----------------
Cash provided by (used in) financing activities                       (4,325,000)           3,858,000
                                                               -----------------    -----------------

CHANGE IN CASH AND CASH EQUIVALENTS:
     Change in cash and cash equivalents                              (4,929,000)           3,054,000
     Cash and cash equivalents - beginning                            12,249,000           17,817,000
                                                               -----------------    -----------------
     Cash and cash equivalents - ending                        $       7,320,000    $      20,871,000
                                                               =================    =================

Supplemental Information:
           Cash Paid for Interest                              $         991,000    $          16,000
                                                               =================    =================
</TABLE>




                                       5


<PAGE>   6



                         SEARCH FINANCIAL SERVICES INC.
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (Unaudited)


1.       BASIS OF PRESENTATION

         The consolidated financial statements of Search Financial Services
Inc. ("Search") and together with its subsidiaries ("Company") are unaudited
and have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission applicable to quarterly reports on Form 10-Q. 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 such rules and regulations, although
management believes that the disclosures present fairly the financial position
of the Company for the periods presented. The financial statements should be
read in conjunction with the audited consolidated financial statements and
related notes and schedules included in the Company's Form 10-K Annual Report
for the fiscal year ended March 31, 1997.

         During the quarter ended June 30, 1997, the Company recorded
adjustments which it considers not of a normal recurring nature. These
adjustments include a $2,505,000 reduction in loan loss reserves due to changed
estimates relating to the timing of expected future cash flows due to the
Company selling a portion of its deficiency balance accounts for approximately
$1,450,000, $298,000 in management fees from the MS Financial acquisition and
$44,000 related to the Autostar Solutions lawsuit in which the Company reversed
an accrual after the jury ruled in the Company's favor.

         These financial statements should be read in conjunction with the
audited consolidated financial statements and related notes and schedules
included in the Company's Form 10-K Audited Report for the 12 months ended
March 31, 1997. The consolidated financial statements include the accounts of
the Company. All significant intercompany accounts and transactions have been
eliminated. Certain reclassifications have been made to prior periods balances
to conform to current period presentation.

         Effective May 16, 1997, the name of Search was changed from Search
Capital Group, Inc. to Search Financial Services Inc. In November 1996, the
Company effected a 1-for-8 reverse stock split. All references in the financial
statements and notes to the number of shares outstanding, the number of shares
subject to warrants and options and per share amounts have been retroactively
restated to reflect the reverse split.


2.       CONTRACT RECEIVABLES, ALLOWANCE FOR CREDIT LOSSES AND INTEREST INCOME

         The Company records receivable purchases at cost. Contractual finance
charges are recorded as unearned interest and amortized to interest income
using the interest method. As discussed below, amortization of interest income
ceases upon impairment. An initial allowance for credit losses is recorded at
the acquisition of a receivable equal to the difference between the amount
financed and the acquisition cost, which is what the Company estimates to be
fair value. 




                                       6
<PAGE>   7

An additional allowance may be recorded at acquisition if it is determined that
the discount recorded as allowance is not adequate to cover expected losses.

         In accordance with SFAS No. 114, receivables are analyzed on a
loan-by-loan basis. The Company evaluates the impairment of receivables
generally based on the receivables' contractual delinquency. Generally, the
Company considers receivables that are contractually delinquent 60 days or more
or with respect to which the underlying collateral has been repossessed to be
impaired. When the receivable is considered impaired, interest income ceases to
be recognized. Once impaired, the Company looks to the underlying collateral for
repayment of the receivable.

         Therefore, at impairment, the Company writes down the receivable to
its estimated net realizable value, which is the fair value of the underlying
collateral if it has been repossessed or the estimated recoverable cash flow if
no repossession has occurred. If the measured amount of the impaired receivable
is less than the Company's net recorded investment in the receivable, the
Company recognizes a charge to provision for credit losses in the amount of the
deficiency and increases the allowance for credit losses by a corresponding
amount. The provision for credit losses is adjusted for any differences between
the final net proceeds from resale of the underlying collateral and the
estimated net realizable value. Generally, the Company charges off a receivable
against the allowance for credit losses at 180 days contractual delinquency, if
no significant payments have been received in the last six months, or, if
earlier, after receipt of the sale proceeds from liquidation of the collateral
securing the receivable. Subsequent proceeds received on a previously
charged-off receivable are recorded as a recovery to the allowance for credit
losses. Any excess of cost paid ("premium") for net receivables acquired is
recorded as an asset and amortized over the life of the related loans acquired
as an adjustment to yield using the interest method.

AVERAGE RECEIVABLE CHARACTERISTICS

         At June 30, 1997, the Company had an aggregate of 8,351 receivables in
its portfolio with an aggregate total unpaid balance of $63,710,000, including
$14,604,000 in unearned interest and $3,281,000 in credit loss allowance
compared to an aggregate of 9,421 receivables in its portfolio with an
aggregate total unpaid balance of $62,325,000, including $10,636,000 in
unearned interest and $5,854,000 in credit loss allowance as of March 31, 1997.
Additionally, the Company had a total of 245 vehicles held for resale having an
estimated value of approximately $637,000 as of June 30, 1997, compared to 452
vehicles held for resale as of March 31, 1997 with a value of approximately
$1,196,000. Set forth below is a summary of pertinent statistics regarding the
average active receivable in the Company's portfolio of receivables as of
June 30, 1997 and March 31, 1997.



                                       7
<PAGE>   8


<TABLE>
<CAPTION>
                                           AS OF             AS OF
                                       JUNE 30, 1997     MARCH 31, 1997
                                      ---------------   ----------------
<S>                                    <C>                <C>       
Average Original Term - Months               39.7               38.6
Average Remaining Term - Months              23.9               22.1
Average APR                                  23.6%              24.1%
Average Payment Amount                 $      298         $      305
Average Original Gross Balance         $   12,385         $   12,202
Average Current Gross Balance          $    7,629         $    6,615
Average Net Receivable                 $    5,880         $    5,487
Weighted Average APR                         22.5%              22.9%
</TABLE>


CONTRACTUAL MATURITIES

         The following tables set forth certain information related to the
contractual maturities of the Company's contract receivables as of June 30,
1997 and March 31, 1997.

<TABLE>
<CAPTION>
                                                               AS OF JUNE 30, 1997
                                  -------------------------------------------------------------------
                                                            12 MONTHS ENDING JUNE 30,
                                                                               2001 AND
                                   1998           1999           2000         THEREAFTER       TOTAL
                                  -------        -------        -------        -------        -------
<S>                               <C>            <C>            <C>            <C>            <C>    
Future payments receivable        $20,768        $19,150        $13,360        $10,432        $63,710
Less unearned interest              7,803          5,657          1,038            106         14,604
                                  -------        -------        -------        -------        -------
Net contractual maturities        $12,965        $13,493        $12,322        $10,326        $49,106
                                  =======        =======        =======        =======        =======
</TABLE>


<TABLE>
<CAPTION>
                                                         AS OF MARCH 31, 1997
                                  -------------------------------------------------------------------
                                                      12 MONTHS ENDING MARCH 31,
                                                                               2001 AND
                                   1998           1999           2000         THEREAFTER       TOTAL
                                  -------        -------        -------        -------        -------
<S>                               <C>            <C>            <C>            <C>            <C>    
Future payments receivable        $28,541        $18,710        $11,359        $ 3,715        $62,325
Less unearned interest              5,424          3,404          1,276            532         10,636
                                  -------        -------        -------        -------        -------
Net contractual maturities        $23,117        $15,306        $10,083        $ 3,183        $51,689
                                  =======        =======        =======        =======        =======
</TABLE>


         In the opinion of management, a portion of the receivables shown above
will be repaid or extended either before or past the contractual maturity date.
In addition, some of those 


                                       8
<PAGE>   9


receivables will be charged off before maturity. The above tabulation,
therefore, is not to be regarded as a forecast of future cash collections or
interest income.

RECEIVABLES DELINQUENCY

         Delinquency. Generally, the Company considers a receivable to be
impaired if the contractual delinquency is greater than 60 days or the
collateral has been repossessed. Once impaired, the Company places the
receivable on nonaccrual status, which stops the recognition of interest
income. The following table breaks out the receivables that the Company
considers unimpaired or accrual status and impaired or nonaccrual status as of
June 30, 1997 and March 31, 1997.

<TABLE>
<CAPTION>
                                                               (Dollars in thousands)
                                           AS OF JUNE 30, 1997                       AS OF MARCH 31, 1997
                                 -----------------------------------------  ----------------------------------------
                                                Total (1)     % of Total                   Total (1)    % of Total
                                  Number of      Unpaid         Unpaid       Number of      Unpaid        Unpaid
Contractual Delinquency          Receivables   Installments   Installments  Receivables   Installments  Installments
-----------------------          -----------   ------------   ------------  -----------   ------------  ------------
<S>                                    <C>        <C>                <C>          <C>      <C>                  <C>
Accrual Receivables
   0 to 30 days past due               7,382    $   58,962            93%         8,254    $   56,074            90%
   31-60 days past due                   478         2,697             4%           702         3,982             6%
                                  ----------    ----------    ----------     ----------    ----------    ----------
    Subtotal                           7,860        61,659            97%         8,956        60,056            96%
                                  ----------    ----------    ----------     ----------    ----------    ----------
Nonaccrual Receivables
  61-180 days past due                   487         2,043             3%           461         2,255             4%
  181+ days past due                       4             8             0%             4            14             0%
                                  ----------    ----------    ----------     ----------    ----------    ----------
    Subtotal                             491         2,051             3%           465         2,269             4%
                                  ----------    ----------    ----------     ----------    ----------    ----------
All Receivables (2)                    8,351    $   63,710           100%         9,421    $   62,325           100%
                                  ==========    ==========    ==========     ==========    ==========    ==========
  Vehicles held for
     resale @ collateral
     value                               245    $      637                          458    $    1,196
                                  ==========    ==========                   ==========    ==========
</TABLE>

(1)      Includes unearned income.
(2)      Active receivables shown on the face of the Company's balance sheet
         exclude 245 and 458 accounts that have been reclassified to vehicles
         held for resale at June 30, 1997 and March 31, 1997, respectively.

         The following tables set forth certain information related to the
delinquency of the Company's contract receivables as of June 30, 1997 and March
31, 1997.

<TABLE>
<CAPTION>
                                                         AS OF JUNE 30, 1997
                               ------------------------------------------------------------------------------
                                                                                           NET RECEIVABLES
        CONTRACTUAL               NUMBER OF     TOTAL UNPAID   UNEARNED    ALLOWANCE FOR  AFTER ALLOWANCE FOR   
        DELINQUENCY            RECEIVABLE S(1)  INSTALLMENTS   INTEREST    CREDIT LOSSES    CREDIT LOSSES
        -----------            ---------------  -----------   ----------   -------------  -------------------
<S>                                    <C>      <C>           <C>           <C>               <C>         
Unimpaired receivables                 7,860    $   61,659    $   14,258    $    2,951        $   44,450  
Impaired receivables                     491         2,051           346           330             1,375  
                                  ----------    ----------    ----------    ----------        ----------  
                  Total                8,351    $   63,710    $   14,604    $    3,281        $   45,825  
                                  ==========    ==========    ==========    ==========        ==========  
                                                                                                          
Reserve for credit losses as a percent of net receivables                                            6.7% 
                                                                                              ==========  
</TABLE>                                                                    



                                       9
<PAGE>   10





<TABLE>
<CAPTION>
                                                          AS OF MARCH 31, 1997
                               ------------------------------------------------------------------------------
                                                                                           NET RECEIVABLES
        CONTRACTUAL               NUMBER OF     TOTAL UNPAID   UNEARNED    ALLOWANCE FOR  AFTER ALLOWANCE FOR   
        DELINQUENCY            RECEIVABLE S(1)  INSTALLMENTS   INTEREST    CREDIT LOSSES    CREDIT LOSSES
        -----------            ---------------  -----------   ----------   -------------  -------------------
<S>                                    <C>      <C>           <C>           <C>               <C>       
Unimpaired receivables                 8,956    $   60,056    $   10,302    $    4,861        $   44,893
Impaired receivables                     465         2,269           334           993               942
                                  ----------    ----------    ----------    ----------        ----------
                Total                  9,421    $   62,325    $   10,636    $    5,854        $   45,835
                                  ==========    ==========    ==========    ==========        ==========

Reserve for credit losses as a percent of net receivables                                           11.3%
                                                                                              ==========  
</TABLE>

(1)      Excludes 245 and 458 accounts that have been reclassified to vehicles
         held for resale as of June 30, 1997 and March 31, 1997, respectively.

         The following table shows the changes in the Company's allowance for
loan losses for the three months ending June 30, 1997.

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDING
                                                                    JUNE 30, 1997
                                                                 -------------------
<S>                                                                    <C>       
Balance at beginning of period                                         $5,854,000
Allowance recorded on acquisition of receivables                          273,000
Increase in allowance for loan losses                                   1,627,000
Proceeds received on previously charged-off accounts                    3,253,000
Reduction in allowance for credit losses                               (4,132,000)
Receivables charged off against allowance                              (3,594,000)
                                                                       ----------
Balance at end of period                                               $3,281,000
                                                                       ----------
Net credit losses as a percent of average net receivables                     7.1%
                                                                       ==========
</TABLE>

         The allowance for credit losses contained both a provision for
anticipated loan losses and a reduction of the provision for loan losses from
prior estimates for the three months ended June 30, 1997 as follows (in
thousands).


<TABLE>
<CAPTION>
                                                                   Three months Ending
                                                                       June 30, 1997
                                                                    -------------------
<S>                                                                     <C>
Provision for loan losses                                               $  1,617 
Reduction in allowance                                                    (4,132)
                                                                        -------- 
Net effect on statement of operations                                      2,505 
                                                                        ======== 
</TABLE>

         The Company's receivables are generally installment receivables having
a fixed annual percentage rate ("APR"). These receivables are predominantly
secured by motor vehicles as of June 30, 1997. The obligors of the Company's
receivables are domestically-based at the time the receivables are originated
or purchased by the Company from a dealer. The Company has no material amount
of foreign receivables.

         Receivables become nonaccrual status due to their contractual
delinquency exceeding 60 days or due to repossession of underlying collateral.
The Company also considers certain delinquent receivables that are in the
contractual status of less than 60 days past due to be potential problem
receivables. Uncertainty as to overall economic conditions, regional
considerations, and current trends in portfolio growth cause the Company to
review these receivables for impairment.

         The Company considers Texas, Tennessee and Mississippi to be states
with receivable concentrations, because receivables with obligors in each of
these states exceed 10% of total outstanding receivables. Most of the Company's
receivables are due from individuals located in large metropolitan areas of
Texas and other southern and western states. To some extent, realization of the
receivables will be dependent on local economic conditions. Generally, the
Company holds titles as collateral for all receivables until such receivables
are paid in full.






                                      10
<PAGE>   11



3.       TRANSACTIONS WITH HALL AND AFFILIATES

         On November 30, 1995, Search entered into a Funding Agreement
("Funding Agreement") with Hall Financial Group, Inc. ("HFG"). Pursuant to the
Funding Agreement, HFG made loans totaling $2,283,000 ("HFG Notes") to Search.
The HFG Notes could, at the election of HFG or its assigns, be converted into a
maximum 312,500 shares of Search common stock. Effective April 2, 1996,
Hall/Phoenix Inwood, Ltd. ("HPIL"), as assignee of the HFG Notes, converted the
Notes into 312,500 shares of Search common stock. Because the conversion price
specified in the HFG Notes for these shares was less than the full amount due
under the HFG Notes, Search paid to HPIL the remaining portion of the debt
evidenced by the HFG Notes ($567,000) in cash.

         The Funding Agreement also provided to HFG the option to purchase
common stock, 9%/7% convertible preferred stock, and Warrants. Effective April
2, 1996, HPIL, as assignee of HFG, fully exercised this purchase option by
paying $4,346,000 cash to Search for 204,800 shares of common stock, 254,100
shares of 9%/7% convertible preferred stock, and Warrants to purchase 484,522
shares of common stock.

         Pursuant to the Funding Agreement, HFG was entitled to elect one
director to Search's Board if HFG converted the HFG Notes into common stock and
to elect another director if HFG purchased at least $1,000,000 Present Value of
securities from Search. As a result of satisfaction of these conditions, two
HFG officers were appointed to Search's Board.


         In November 1996, the Company repurchased all of its securities owned
by HPIL and its affiliates for $4 million in cash and a $5 million subordinated
note. At the same time, the two HFG officers resigned from Search's Board.


4.       STOCK CANCELLATION AND STOCK REPURCHASE AGREEMENT

         In May 1995, Search purchased from one of its directors 62,500 shares
of Search's common stock for $18.00 per share, market value on that date.
Simultaneously with the purchase, the director resigned from the Board. Search
was also given an irrevocable proxy expiring in May 1997 to vote 101,515 shares
of common stock held by a trust formed by the former director. These shares
held by the trust and an additional 13,902 shares held by an individual
retirement account of the former director were subject to a "put" to the
Company in May 1997 for $18.00 per share, the market value at the date of the
agreement. On May 8, 1997, 115,417 shares were put to the Company, at which
time the Company was required to pay $2,078,000 in cash.


5.        WARRANTS

         Search is authorized to issue Warrants to purchase up to 10,000,000
shares of common stock pursuant to a warrant agreement dated as of March 22,
1996, as amended. Warrants to purchase 625,000 shares are to be issued to
noteholders and other unsecured claim holders under the Joint Plan, and
Warrants to purchase 314,589 shares of common stock issued in connection with
the acquisition of the assets of DACC and USLC are outstanding. Warrants to
purchase 




                                      11
<PAGE>   12

84,522 shares of common stock and other Warrants to purchase 375,000 shares of
common stock were repurchased from HPIL in November 1996.

         The exercise price per share of the Warrants is $18.00 and increases
by $2.00 on March 15 of each successive year through 2000. The Warrants will
expire on March 14, 2001, at which time Search must redeem all unexercised
Warrants at a redemption price of $2.00 per share. Because the Warrants must be
redeemed if not exercised, they have been classified outside of permanent
equity as debt at fair value. An accretion to the redemption amount of
$1,879,000 will be made over the term of five years using the interest method.


5.       MS FINANCIAL ACQUISITION

         On February 7, 1997, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with MS Financial, Inc. ("MSF"). Effective July
31, 1997, pursuant to the Merger Agreement, as amended, Search Capital
Acquisition Corp., a wholly-owned subsidiary of the Company, merged into MSF
(the "Merger"), resulting in MSF becoming a wholly-owned subsidiary of the
Company. Pursuant to the Merger, each outstanding share of common stock of MSF
was converted into the right to receive 0.3515 (the "Exchange Ratio") of a
share of common stock of the Company. The Exchange Ratio was determined by
dividing $1.63 by $4.6375, which was the average price per share of the common
stock of the Company for the 10-day trading period ending on the fifth business
day prior to the special meeting of stockholders of MSF at which the Merger
Agreement was considered for adoption. The Merger was approved by the
stockholders of MSF and the Registrant at their respective special meetings of
stockholders held on July 31, 1997 and became effective that day. As a result
of the Merger, Search will issue 3,666,500 shares of its common stock.

         MSF, based in Jackson, Mississippi, is a specialized consumer finance
company that purchases and services retail installment contracts relating to
new and used cars and light duty trucks. MSF serves dealerships in 13 states,
primarily in the southeast and south central United States. As of July 31,
1997, MSF had total assets of approximately $75,000,000, including net
installment contracts and amounts due under securitizations of approximately
$65,000,000. It also had total liabilities of approximately $66,000,000,
including a bank line of credit having an outstanding balance of approximately
$63,000,000. MSF managed and owned a total of approximately $90,000,000 of net
installment contracts as of July 31, 1997. The Company intends to maintain
MSF's Mobile, Alabama collection center. Certain MSF loan servicing and
collection activities will be transferred to the Company's Dallas collection
center. The Company will also maintain a regional office in Jackson,
Mississippi, other branch locations and key personnel of MSF to continue
marketing efforts to MSF's existing auto dealer network. MSF and the Company
reached agreement with MSF's bank group led by Fleet Bank, N.A. to an extension
of MSF's $70,000,000 line of credit until July 31, 1998. The line of credit
must be reduced to $50,000,000 by December 31, 1997. On August 8, 1997, MSF
received an income tax refund of $4,700,000 which was used to pay down the
balance of the line of credit. The Company will record the acquisition using 
the purchase method of accounting.




                                      12
<PAGE>   13

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

GENERAL

         Search Financial Services Inc. (herein called "Search" and together
with its consolidated subsidiaries called the "Company") is a financial
services company specializing in the purchase and management of non-prime motor
vehicle receivables, typically those owed by consumer obligors who do not
qualify for traditional financing. The Company purchases its receivables either
through the purchase of individual receivables from franchise and independent
automobile and light truck dealers ("Dealers") or through bulk purchases of
receivables from Dealers and other finance companies who originate them in the
sale of vehicles. During the year ended December 31, 1996, the Company
commenced operations in other consumer lending areas by opening several
consumer lending branches. As of June 30, 1997, 14 consumer lending branches
were operational.

         Prior to November 4, 1994, the Company primarily financed the purchase
of non-prime motor vehicle receivables through the private and public sale of
interest-bearing rates (the "Notes") issued by wholly owned subsidiaries
organized specifically for this purpose (the "Fund Subsidiaries") and through
reinvestment of operating cash flow. Until March 1996, the purchasing of
receivables for the Fund Subsidiaries was governed by trust indentures (the
"Trust Indentures") which restricted management's ability to alter its
receivables purchasing criteria. In March 1996, following confirmation of the
Fund Subsidiaries' plan of reorganization, under bankruptcy proceedings the
Notes and the indebtedness represented by the Notes, together with their
related Trust Indentures, were canceled. At that time, the Company implemented
its new purchasing program (the "Preferred Program"). The Preferred Program
continues to focus on the purchasing of non-prime motor vehicle receivables
whose obligors have non-prime credit histories, but places more emphasis on job,
income and residence stability and re-established positive credit of the obligor
than the Company's earlier programs.

         The Company anticipates lower repossession rates and higher
repossession sale proceeds as a result of the Preferred Program. The terms of
loans under the Preferred Program generally range from 30 months to 60 months.


RESULTS OF OPERATIONS

Comparison of Three-Month Period Ended June 30, 1997 and 1996

         The Company purchased 401 contracts during the three months ended June
30, 1997 compared to 288 contracts during the same three months ended June 30,
1996. The cost of contracts purchases was $4,184,000 ($10,435 per contract)
compared to $2,745,000 ($9,531 per contract) for the three-month periods in
1997 and 1996, respectively. The Company has also expanded into other areas of
consumer finance. During the three months ended June 30, 1997, the Company
purchased or originated 987 consumer loan contracts at a cost of $1,960,000
($1,985 per contract). The Company did not purchase or originate consumer loan
contracts during the three months ended June 30, 1996.






                                      13
<PAGE>   14


         Interest revenue increased from $1,659,000 for the three months ended
June 30, 1996 to $2,447,000 for the three months ended June 30, 1997. The
increase of $788,000 or 47.5% is a result of higher average interest earning
net receivables for the three-month period ended June 30, 1997 of $49,013,000
compared to $25,073,000 for the period ended June 30, 1996.

         Interest expense increased from $22,000 to $1,035,000 for the three
months ended June 30, 1997 compared to the same three-month period ended June
30, 1996. The increase in interest expense is due to increased borrowings
associated with the outstanding lines of credit and increases in warrant
accretion.

         The provision for credit losses was favorably impacted by the sale for
$1,400,000 of previously charged-off loans, i.e. loans on which generally no
payments have been received for at least one year. Reflecting the benefit of
this sale, the reduction of credit losses was $2,505,000 for the quarter ended
June 30, 1997, versus $1,382,000 for the three months ended June 30, 1996. In
addition, Search's remote collections facilities have continued to maintain
their successful efforts in contacting and collecting from chronically
delinquent and charged-off accounts and locating accounts previously identified
as skips. In the future, management anticipates a lower reduction of credit
losses as the number of remaining charged-off accounts continues to decrease.

         General and administrative expenses increased from $2,528,000 to
$3,769,000 for the three months ended June 30, 1997, compared to the same
three-month period in June 30, 1996. The increase in general and administrative
expenses is primarily related to increased expenses associated with the opening
of new consumer lending branches, expansion of the Company's servicing
capacity, and increases in professional fees.

         Preferred stock dividends increased from $1,404,000 for the three
months ended June 30, 1996 to $1,610,000 for the three months ended June 30,
1997. This increase in preferred stock dividend is related to an increase in
preferred stock shares issued as a result of the U.S. Lending Corporation and
Dealers Alliance Credit Corporation acquisitions.

         The Company had outstanding approximately 50,000 shares of its 12%
convertible preferred stock outstanding and approximately 2,456,000 shares of
9%/7% convertible preferred stock during the three months ended June 30, 1997,
compared to approximately 50,000 and approximately 2,130,000 shares of 12%
convertible preferred stock and 9%/7% convertible preferred stock,
respectively, outstanding during the three months ended June 30, 1996.

         Net loss per share increased from $(.27) per share for the three
months ended June 1996 to $(.46) per share for the three months ended June 30,
1997. The increase is due to an $206,000 increase in preferred stock dividends
and corresponding decrease of $343,000 in net income before dividends.




                                      14
<PAGE>   15

LIQUIDITY AND CAPITAL RESOURCES

General

         The Company will have an ongoing requirement during the next 12 months
to raise substantial amounts of cash to support its activities. Currently, the
principal cash requirements include amounts to purchase and originate
receivables, to cover operating expenses and to pay preferred stock dividends.
The Company has $7,320,000 of cash on hand as of June 30, 1997, which it does
not consider adequate to meet its cash needs during the next 12 months. Because
the consumer finance industry requires the purchase and carrying of
receivables, a relatively high ratio of borrowings to net worth is customary
and will be an important element in the Company's liquidity. The Company
intends to leverage its net worth and any subordinated debt in the future to
enhance its liquidity. Additionally, the Company will endeavor to maximize its
liquidity by diversifying its sources of cash which will include cash from
operations, the securitization of receivables, lines of credit available from
commercial banks and a subordinated debt-offering.

         The Company's cash needs are the results of activities of the Company
in three areas. First, operating activities are the result of net interest
income (interest income less interest expense) less cash used to pay operating
expenses. Second, investing activities are those in which the Company either
purchases or originates receivables and collects principal payments and
repossession proceeds and purchases or sells fixed assets used in its various
locations. Finally, financing activities are those activities in which the
Company borrows or repays line of credit agreements, raises cash or repays cash
from securitizations, subdebt or equity offerings. Following is a discussion of
each activity.

Operating Activities

         In the first quarter of fiscal 1998 and fiscal 1997, the Company
earned net income before dividends ("operating profit") of $148,000 and
$491,000, respectively. These operating profits do not equate to the same
amount of operating cash flows due to non-cash adjustments included in
operating profit, but which produced no actual cash flows. These adjustments
are the result of changed estimates in loan loss provisions and payments for
accrued expenses. The Company does not expect to generate operating cash flows
in the foreseeable future. In order to continue to cover its operating expenses
in the next 12 months, the Company will be required to do one or a combination
of the following: leverage any unencumbered receivables, raise additional
equity or debt through public or private sales, securitize receivables, sell
receivables or grow its receivable base large enough to generate operating cash
flows. Unless a significant acquisition occurs during the next 12 months, the
Company does not expect its receivable base to become large enough to produce
positive operating cash flows.


         The acquisition of MS Financial should provide the Company with higher
net interest revenue due to the Company's existing servicing capacity in place.
As of August 10, 1997, the Company has completed or will complete by the end of
the quarter ending September 30, 1997, complete consolidation of the MS
Financial operation that existed in Jackson, Mississippi other than the
requirements necessary to perform contract underwriting in Jackson. The
significant reduction in MSF's overhead is intended to give the Company the
additional net operating income, in the range of $1,200,000 per quarter
assuming 


                                      15

<PAGE>   16

the Company is successful in expanding MSF's marketing efforts to generate
receivable growth to offset liquidation in the existing MS Financial portfolio.

Investing Activities

         In the first quarter of fiscal 1998 and fiscal 1997, the Company's
investing activities produced $2,598,000 positive cash flows from investing
activities compared to $3,716,000 positive cash flows from investing
activities, respectively. The primary reason for the Company's investing
activities providing cash flow is due to the Company not purchasing or
originating receivables in amounts greater than the liquidation of its
receivable base. The Company anticipates encountering negative cash flows from
its investing activities in the next 12 months as its marketing activities are
enhanced with the addition of the Merger and its consumer finance operations
are expanded to grow the Company's receivable base. In addition to the Company
marketing efforts, material bulk purchases could produce negative investing 
cash flows as well.

         The Company's investing activities will be constrained to the extent
it does not have an adequate financing source or sources in place. Should the
Company obtain adequate financing and find acceptable receivables to purchase
or originate, the Company should be able to grow its receivable base and 
possibly help produce positive operating cash flows.

Financing Activities

         In the first quarter of fiscal 1998 and fiscal 1997, the Company's
financing activities produced $4,325,000 negative cash flows compared to
$3,858,000 positive cash flows, respectively. The decrease in cash flows from
financing activities is caused by the repayments under lines of credit and
notes payable exceeding borrowings, the repurchase of treasury stock of
$2,078,000 and the payment of preferred dividends of $1,580,000. The Company
anticipates having positive cash flows from investing activities in the next 12
months as it expands its lines of credit, completes its anticipated subdebt or
equity offering, securitizes receivables and completes an exchange offer of
common stock for preferred stock. The Company has completed a 6 month $2,100,000
note payable to Lehman Brothers, Inc. and is continuing its discussions for
its warehouse line of credit. The Company does have substantial cash flow
commitments during the next 12 months that could cause negative cash flows if
anticipated financing activities do not materialize. These commitments include
the following: payment of $6,428,000 in preferred stock dividends, payment of
$6,500,000 to LaSalle National Bank for the remaining debt assumed from the DACC
acquisition, payments to Fleet Bank group to meet the required level of
$50,000,000 at December 31, 1997. The Company has a verbal agreement with 
LaSalle National Bank and other member banks to extend the note the Company
assumed when it purchased DACC until November, 1998. In order to have this
extension in effect, the Company paid approximately $2,000,000 on the note on
August 2, 1997.

         As of August 14, 1997, the Company is continuing its effort to raise
subordinated debt and or convertible debt. The Company has revised the terms of
its original offering in order to appeal to current market conditions. Any
subdebt or convertible debt raised which is pari passu to current subdebt would
require repayment of the Company's current subdebt if the amount raised is
greater than $20,000,000. If less than $20,000,000 is raised, an amount equal to
the percentage that the amount raised is to $20,000,000 would be the required
repayment. Currently, the Company expects to raise $25,000,000 from this
offering.

Inflation

         Historical statistics indicate that collateral value, vehicle sales
prices, and receivable interest rates are relatively stable within the
Company's market segment. Significant inflation in prices could adversely
impact the Company's ability to acquire receivables at favorable prices.
General increases in interest rates will result in increases in the Company's
interest expense.

Seasonality

         The Company's operations are seasonably impacted by higher delinquency
rates during certain periods, including November and December holiday periods.



                                      16
<PAGE>   17

Changes in Asset Quality

         The Company believes that it is upgrading its credit quality through
higher underwriting and collateral standards compared to prior periods. No
assurance can be given at this time as to whether these new standards will
improve the Company's credit loss experience.



                                      17
<PAGE>   18



PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company and its wholly-owned subsidiary, Automobile Credit
Acceptance Corp. ("ACAC"), were defendants in a civil action filed in the 153rd
Judicial District Court, Tarrant County, Texas, styled Autostar Solutions, Inc.
v. Tim Clothier and Automobile Credit Acceptance Corp., Cause No. 153-144940.
The plaintiff alleged the existence of a partnership between the plaintiff and
another defendant and sought damages, actual and exemplary, and an injunction
for alleged conversion and misappropriation of certain property, including
computer programs, allegedly owned by the plaintiff. In the action, the
plaintiff alleged that ACAC wrongfully assisted its co-defendant and
tortiously interfered with the plaintiff's contracts and business and claimed,
as actual damages, $680,000. The case was in trial during July 1997, at which
time the jury ruled in the Company's favor. As a result, the Company reversed
the amount it had previously accrued to settle the matter.

         The Company and certain of its former officers and directors are
defendants in a case styled Janice and Warren Bowe, et al. v. Search Capital
Group, Inc., et al., Cause No. 1:95CSV649BR, filed in the Federal District
Court for the Southern District of Mississippi (the "Bowe Action"). The
plaintiffs, who are former holders of notes issued by three of the Company's
former subsidiaries, allege that the registration statements pursuant to which
the notes were sold contained material misrepresentations and omissions of fact
with respect to collection rates on contracts, expected repossession rates, the
Company's accounting controls and computer systems, the operating results and
financial condition of the Company and its subsidiaries and the ability of the
subsidiaries to pay the notes at the projected rates of return, and were,
therefore, materially false and misleading in violation of the securities laws.
The plaintiffs seek unspecified damages, rescission, punitive damages and other
relief. The plaintiffs also seek establishment of a class of plaintiffs
consisting of all persons who purchased notes issued by the three subsidiaries.
While the Company believes the suit is without merit and has been vigorously
defending itself, it has also sought to reach a negotiated settlement of all
claims of all potential class members in the Bowe Action that would also
include a settlement of all claims of the litigation trust (the "Litigation
Trust") established under the plan of reorganization of eight of the Company's
subsidiaries for the purpose, among other things, of pursuing causes of action
of the former holders of notes issued by those subsidiaries who assigned their
claims related to the Bowe Action to the Litigation Trust.

         While a settlement agreement in principle subject to a number of
conditions was reached in March 1997 that would have required the Company to
pay $350,000 in cash and issue shares of its Common Stock having a value of
$1,375,000, the Company suspended further negotiations because of the decline
in the market price of the Common Stock during the first half of May. The
Company intends to resume negotiations when the market price of the Common
Stock recovers to its pre-May trading range, but there can be no assurance that
the other parties will be willing to resume negotiations or that a settlement
on terms acceptable to the Company will be concluded. The court had dismissed
the plaintiffs' motion for class certification, without prejudice and subject
to renewal and final disposition, pending the outcome of settlement
discussions. The Company has a reserve of $500,000 related to the Bowe Action.
A settlement or judgment in excess of this reserve could adversely effect the
Company.

         The Company is, from time to time, involved in litigation that is
incidental to its business. There are, however, no other legal proceedings
presently threatened or pending related to the Company which would, in the
opinion of management, have a material impact on the financial condition or
results of operations of the Company.



                                      18
<PAGE>   19



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

             The following exhibits are filed in response to Item 601 of
Regulation S-K.

Exhibit 
Number                   Description

     3.0  Bylaws of Search Financial Services Inc. amended July 28, 1997

     4.0  First Amendment to Loan Agreement effective June 30, 1997 between
          Search Funding II, Inc. as Borrower and Hibernia National Bank as
          Lender

     10.1 Letter Agreement between LaSalle National Bank, Bank One and Fleet
          Capital Corporation and Search Funding IV, Inc. dated July 29, 1997
          to Amend the Debt Assumption Agreement dated as of August 2, 1996

     10.2 Loan agreement dated as of July 31, 1997 among MS Financial, Inc. as
          Borrower, Search Financial Services Inc. as Guarantor, Fleet Bank,
          N.A. as Agent and as one of the banks, LaSalle National Bank, NBD
          Bank, The Sumitomo Bank, Limited, CoreStates Bank, N.A., Dresdner
          Bank AG New York and Grand Cayman Branches and Trustmark National
          Bank

     11.0 Statement re computation of per share earnings

     27.0 Financial data schedule


         (b)  Reports on Form 8-K

          The Company filed a Current Report on Form 8-K, dated July 31,
          1997, reporting that effective July 31, 1997 Search Capital
          Acquisition Corporation merged into MS Financial, Inc., resulting in 
          MSF becoming a wholly-owned subsidiary of Search Financial Services, 
          Inc.

          The Company filed a Current Report on Form 8-K, dated June 25, 1997,
          reporting the Amendment to the Merger Agreement subsequent to events 
          described in Part I, Item 6.

          The Company filed a Current Report on Form 8-K, dated May 16, 1997,
          reporting the change of the Company name to Search Financial Services.
          Inc.

          The Company filed a Current Report on Form 8-K, dated May 1, 1997,
          reporting the signing of a letter of intent with an affiliate of
          Lehman Brothers Holdings, Inc. for a warehouse line of credit.

          The Company filed a Current Report on Form 8-K, dated April 14, 1997,
          reporting the commencement of a private placement offering of $35
          million of seven-year senior subordinated debt.



                                      19

<PAGE>   20



SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                         SEARCH FINANCIAL SERVICES INC.

<TABLE>
<CAPTION>
SIGNATURE                               TITLE                                             DATE
<S>                                     <C>                                               <C>
/s/ George C. Evans                                                                       8/14/97
---------------------------------------                                                   -------------
George C. Evans                         Chairman of the Board, Chief Executive Officer,
                                        and Director


/s/ Robert D. Idzi                                                                        8/14/97
---------------------------------------                                                   -------------
Robert D. Idzi                          Senior Executive Vice President, Chief
                                        Financial Officer and Treasurer


/s/ Andrew D. Plagens                                                                     8/14/97
---------------------------------------                                                   -------------
Andrew D. Plagens                       Senior Vice President, Controller and Chief
                                        Accounting Officer
</TABLE>



                                       20



<PAGE>   21





                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT 
NUMBER                   DESCRIPTION
-------                  -----------
     <S>  <C>                                                        
     3.0  Bylaws of Search Financial Services Inc. amended July 28, 1997

     4.0  First Amendment to Loan Agreement effective June 30, 1997 between
          Search Funding II, Inc. as Borrower and Hibernia National Bank as
          Lender

     10.1 Letter Agreement between LaSalle National Bank, Bank One and Fleet
          Capital Corporation and Search Funding IV, Inc. dated July 29, 1997
          to Amend the Debt Assumption Agreement dated as of August 2, 1996
          (incorporated herein by reference to the 8-K dated August 6, 1997)

     10.2 Loan agreement dated as of July 31, 1997 among MS Financial, Inc. as
          Borrower, Search Financial Services Inc. as Guarantor, Fleet Bank,
          N.A. as Agent and as one of the banks, LaSalle National Bank, NBD
          Bank, The Sumitomo Bank, Limited, CoreStates Bank, N.A., Dresdner
          Bank AG New York and Grand Cayman Branches and Trustmark National
          Bank

     11.0 Statement re computation of per share earnings

     27.0 Financial data schedule
</TABLE>