<PAGE>


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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 March 31, 2001

                                       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 000-21673

                              Agility Capital, Inc.

             (Exact name of registrant as specified in its charter)



                Texas                                           75-2487218

      (State or other jurisdiction                            (I.R.S. Employer
   of incorporation or organization)                         Identification No.)


1512 West 35th Street Cut-Off, Suite 310                           78755

(Address of principal executive offices)                         (Zip Code)


                                 (512) 436-7200

               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           No  X
    -------      ---

As of March 31, 2001 there were 5,962,561 shares of the registrant's Common
Stock, no par value, and 1,073,500 shares of registrant's 15% Preferred Stock,
no par value, outstanding






<PAGE>



Table of Contents


<TABLE>
<S>                                                                                                     <C>
PART I- FINANCIAL INFORMATION............................................................................1

   ITEM 1. FINANCIAL STATEMENTS..........................................................................1
   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION..........8

PART II-OTHER INFORMATION...............................................................................16

   ITEM 1. LEGAL PROCEEDINGS............................................................................16
   ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS....................................................16
   ITEM 3. DEFAULTS UPON SENIOR SECURITIES..............................................................16
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........................................16
   ITEM 5. OTHER INFORMATION............................................................................17
   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.............................................................18

SIGNATURES..............................................................................................19

EXHIBIT 27.1............................................................................................20
</TABLE>

                                       ii





<PAGE>


                          PART I- FINANCIAL INFORMATION

ITEM 1. Financial Statements

                     AGILITY CAPITAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                    September 30,           March 31,
                                                                                        2000                  2001
                                                                                                           (Unaudited)
                                                                                  ----------------       -------------
<S>                                                                                 <C>                   <C>
                                 ASSETS

Cash and cash equivalents                                                         $   7,050,088          $  4,972,810
Investments                                                                             100,000               375,000
Note receivable                                                                                               500,000
Other assets                                                                            125,000               148,020
                                                                                  -------------          ------------
Total assets                                                                      $   7,275,088          $  5,995,830
                                                                                  =============          ============


                  LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Payables and accrued liabilities                                                  $     667,660          $    463,834
                                                                                  -------------          ------------
Total liabilities                                                                 $     667,660          $    463,834
Commitments and Contingencies (note 9)
Shareholders' equity:
Preferred stock, no par value; 5,000,000 shares authorized; 1,073,500 shares of
     15% Series A cumulative preferred stock, $10 liquidation preference, issued
     and outstanding (Dividends in arrears of $3,623,064 at March 31, 2001)          10,341,000            10,341,000
Common stock, no par value; 25,000,000 shares authorized; 5,962,561
     shares issued and outstanding                                                        1,000                 1,000
Capital in excess of stated capital                                                   7,563,566             7,563,566
Due from shareholders                                                                   (10,592)              (10,592)
Accumulated deficit                                                                 (11,287,546)          (12,362,978)
                                                                                  -------------          ------------
Total shareholders' equity                                                            6,607,428             5,531,996
                                                                                  -------------          ------------
Total liabilities and shareholders' equity                                        $   7,275,088          $  5,995,830
                                                                                  =============          ============

</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       1






<PAGE>


                     AGILITY CAPITAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                Three Months Ended March 31,  Six Months Ended March 31,
                                                     2000          2001           2000          2001
<S>                                             <C>            <C>            <C>            <C>
Revenues:
    Interest income                             $     2,655    $    80,979    $    50,490    $   188,351
    (Loss) on sale of finance contracts              (8,098)          --         (179,430)          --
    Servicing income                                   --             --          334,213           --
    Other income                                     41,530        104,817        242,796        119,826
                                                -----------    -----------    -----------    -----------
Total revenues                                       36,087        185,796        448,069        308,177

Expenses:
    General and administrative                      872,769        391,350      2,626,415        808,601
    Salaries and benefits                           376,052        214,899      1,118,348        556,446
    Interest expense                                417,254           --          928,022           --
    Provision for credit loss                          --             --          (26,997)          --
    Impairment of retained interest in
      securitizations                                  --             --        4,235,272           --
    Other operating expenses                         48,183         11,798        638,040         18,562
                                                -----------    -----------    -----------    -----------
Total expenses                                    1,714,258        618,047      9,519,100      1,383,609
                                                -----------    -----------    -----------    -----------
Loss before income taxes                         (1,678,171)      (432,251)    (9,071,031)    (1,075,432)
Benefit for income taxes
                                                -----------    -----------    -----------    -----------
Net loss                                         (1,678,171)      (432,251)    (9,071,031)    (1,075,432)

Income attributable to preferred shareholders       421,875        402,563        843,750        805,126
                                                -----------    -----------    -----------    -----------
Net loss attributable to common shareholders    $(2,100,046)   $  (834,814)   $(9,914,781)   $(1,880,558)
                                                ===========    ===========    ===========    ===========

Weighted average number of common shares:

    Basic and diluted                             6,531,311      5,962,561      6,531,311      5,962,561

Loss per common share -
    Basic and diluted                                $(0.32)        $(0.14)        $(1.52)        $(0.32)

</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements


                                       2





<PAGE>



                     AGILITY CAPITAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                             Six months Ended March 31,
                                                                                2000               2001
<S>                                                                         <C>                 <C>
OPERATING ACTIVITIES:
Net (Loss)                                                                  $(9,071,031)        $(1,075,432)
Adjustments to reconcile (loss) to net cash from operating activities
    Amortization of debt issuance costs and discounts                           316,645
    Provision for credit loss                                                   (26,997)
    Provision for market impairment of finance contracts                        318,240
    Depreciation and amortization                                               517,710
    Impairment of retained interests in securitizations                       4,235,272
Changes in operating assets and liabilities
    Retained interest in securitizations                                         86,000
    Due from affiliates                                                         204,325
    Other assets                                                              1,283,006             (23,020)
    Payables and accrued liabilities                                            959,032            (203,826)
                                                                            -----------         -----------
CASH  (USED) BY OPERATIONS                                                   (1,177,798)         (1,302,278)
                                                                            -----------         -----------

INVESTING ACTIVITIES:
    Proceeds from disposal of collateral                                         88,053
    Note receivable funded                                                                         (500,000)
    Purchase of investments                                                                        (275,000)
                                                                            -----------         -----------
CASH PROVIDED (USED) BY INVESTING                                                88,053            (775,000)
                                                                            -----------         -----------

(DECREASE) IN CASH                                                           (1,089,745)         (2,077,278)
BEGINNING CASH BALANCE                                                        1,102,317           7,050,088
                                                                            -----------         -----------
ENDING CASH BALANCE                                                         $    12,572         $ 4,972,810
                                                                            ===========         ===========

</TABLE>

                   The accompanying notes are an integral part
                    of the consolidated financial statements

                                       3






<PAGE>


                     AGILITY CAPITAL, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1. Basis of Presentation

         The consolidated financial statements of Agility Capital, Inc. and
subsidiaries (the "Company") formerly AutoBond Acceptance Corporation, included
herein are unaudited and have been prepared in accordance with generally
accepted accounting principles ("GAAP") for interim financial reporting and
Securities and Exchange Commission ("SEC") regulations. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with GAAP have been condensed or omitted pursuant to regulations. In
the opinion of management, the financial statements reflect all adjustments
(consisting only of a normal and recurring nature) which are necessary to
present fairly the financial position, results of operations, changes in
shareholders' equity and cash flows for the interim periods. Results for interim
periods are not necessarily indicative of the results for a full year. For
further information, refer to the audited financial statements and footnotes
thereto included in the Company's Annual Report on Form 10-K for the period
ended September 30, 2000 (SEC File Number 000-21673). Certain data from the
prior periods have been reclassified to conform to the 2000 presentation.

2. New business plan

         In July 2000, the Board of Directors of the Company approved changing
the Company's name to Agility Capital, Inc. ("Agility Capital") from AutoBond
Acceptance Corporation and the adoption of a new business plan. The Company has
begun doing business as Agility Capital. As Agility Capital, the Company will
pursue revenues by acting as an advisor to, and investor in, new economy
ventures through the establishment of one or more investment funds. The
Company's new business plan calls for the Company to invest in promising new,
privately held companies, located in the Southwestern and Eastern United States
technology "hotbeds", operating in the Internet, software, communications,
electronics, and new media industries.

3. Investments.

         In August 2000, the Company made an investment of $100,000 in an
emerging company as part of its new business plan. In October 2000, the Company
invested $75,000 in an investment company and has committed an additional
$425,000 to this company over the next 4 years. In February and March 2001, the
Company made investments totaling $200,000 in another emerging company. The
Company records its investments at fair value. The fair value of investments is
determined based upon the Company's valuation policy.

         Under the valuation policy of the Company, unrestricted securities are
valued at the average closing price for publicly held securities for the last
three days of the month. Restricted securities, including securities of
publicly-owned companies which are subject to restrictions on resale, are valued
at fair value as determined by the Board of Directors. Fair value is considered
to be the amount which the Corporation may reasonably expect to receive for
portfolio securities if such securities were sold on the valuation date.
Valuations as of any particular date, however, are not necessarily indicative of
amounts which may ultimately be realized as a result of future sales or other
dispositions of securities. Among the factors considered by the Board of
Directors in determining the fair value of restricted securities are the
financial condition and operating results, projected operations, and other
analytical data relating to the investment. Also considered are the market
prices for unrestricted securities of the same class (if applicable) and other
matters which may have an impact on the value of the portfolio company.

                                       4





<PAGE>



4. Note receivable

         In October 2000, the Company purchased at par a $500,000 convertible
note bearing interest at 8% from an emerging company. The note is to be
converted at the option of the Company into shares of securities being offered
at the time of a Qualifying Financing. A Qualifying Financing is defined as a
private financing resulting in proceeds before expenses of $5,000,000 or more to
the emerging company. The number of shares shall be computed by dividing (i) the
principal amount of the note together with accrued interest on such principal
amount as of the date of conversion by (ii) the lower of (x) $4.00 per common
equivalent share or (y) the price per share of the securities issued in such
Qualifying Financing discounted by 35% of such price.

         The note is due and payable upon the earliest to occur of the
following:

              (a)  the second anniversary of the date issued; or

              (b)  upon sale by the note issuer of all or substantially all of
                   its assets; or

              (c)  upon liquidation of the note issuer; or

              (d)  upon any merger involving the note issuer in which the note
                   issuer is not the resulting or surviving entity.

5. Other assets

         The company entered into an agreement with Institutional Equity
Corporation (IEC) to assist the Company with the placement of its proposed
private offering. The Company paid a retainer of $125,000 to IEC upon signing
the agreement. In the event that the private offering is not consummated, IEC
will be reimbursed only for its actual out of pocket expenses, not to exceed
$50,000.

         The Company accrued interest on its note receivable of $18,849 and on
its interest bearing cash accounts of $4,171 which has been earned but not paid
as of March 31, 2001.

6. Earnings per Share

         Basic earnings per share excludes potential dilution of potential
shares and is computed by dividing income available to common shareholders by
the weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the Company unless such issuance would be anti-dilutive.

         As the Company posted a net loss, the effects of stock options and
contingently issuable shares are anti-dilutive and not included in the
computation of diluted loss per share. The Company's market price for shares of
its stock remains below all outstanding option and warrant prices; therefore all
options and warrants are not dilutive and not included in the computation of
diluted earnings per share for the six months ended March 31, 2001.

7. Income taxes

         Management has reduced the deferred tax asset by a valuation allowance
due to uncertainty of realizing certain tax loss carry-forwards and other
deferred tax assets. The increase in net deferred tax assets during the six
month period ended March 31, 2001 was offset by a corresponding increase in the
valuation allowance. Accordingly no tax benefit was recognized for the net loss.

                                       5





<PAGE>


8. Stockholders' Equity

         Preferred Stock

         As dividends on the 15% Preferred Stock are in arrears for at least two
quarterly dividend periods, holders of the Preferred Stock have exercised their
right to call a special meeting of the Preferred Stockholders for the purpose of
electing two directors to serve on the Company's Board of Directors until such
dividend arrearage is eliminated. Such meeting was held on October 1, 1999;
however, because a quorum of Preferred Stockholders did not attend or provide
proxies for the meeting, no additional directors were elected. At the annual
meeting of shareholders held in March 2001, the Preferred Stockholders were
again given the opportunity to elect two additional directors, but a quorum was
not achieved. Accordingly, the common stockholders elected two additional
directors on behalf of the Preferred Stockholders. In addition, certain changes
that could materially affect the holders of Preferred Stock, such as a merger of
the Company, cannot be made without the affirmative vote of the holders of
two-thirds of the shares of Preferred Stock, voting as a separate class. The
Preferred Stock ranks senior to the common stock with respect to the payment of
dividends and amounts upon liquidation, dissolution or winding up. In the event
of liquidation, dissolution or winding up of the Company, the amount required to
satisfy the Preferred Stockholders is $14.4 million at March 31, 2001 which
includes dividends in arrears of $3.6 million

         Stock Option Plan

         The Company adopted the Agility Capital, Inc. 2001 Stock Option Plan at
the March 6, 2001 shareholder's meeting. The plan is intended to advance the
interests of the Company and its stockholders and subsidiaries by attracting,
retaining and motivating the performance of selected directors, officers and
employees of the Company of high caliber and potential upon whose judgement,
initiative and effort the Company is largely dependent for the successful
conduct of its business, and to encourage and enable such directors, officers
and employees to acquire and retain a proprietary interest in the Company by
ownership of its common stock. Subject to adjustment, the maximum number of
shares of Common Stock which may be issued and sold under the plan in the
aggregate shall be 1,100,000 shares. The Company has agreed to issue options for
600,000 shares to its president as part of the plan.

9. Commitments and Contingencies

         In 1998, the Company initiated suit in state court in Houston, Texas
against Progressive Northern Insurance Co. arising out of insurance policies
issued by Progressive affiliates to the Company. The policies provided
deficiency balance coverage and physical damage coverage on automobile loans
acquired by the Company and sold into certain securitizations. Progressive
contended that there was a cumulative limit on claims under the Deficiency
Balance Policy of 88% of the total premiums paid on that Policy, which was
contrary to the Company's position. On this point, the Company's position was
confirmed by the court. Progressive also contended that it had the right to
cancel the Policies, without any refund of the fully-paid premiums, at any time
pursuant to 30 days' notice and in fact did so in March 1998. The Company and
the securitization trustees disputed this termination as contrary to the terms
and understandings reached with Progressive and relied upon by the parties in
interest, including the securitization market. This issue was submitted by the
court to the jury. After a three week trial in January 2000, the Company failed
to win a verdict against Progressive. The Company filed a motion to set aside
the verdict based on various legal issues and the court denied this motion and
entered a take nothing judgment against the Company. The Company is currently
appealing this verdict.

         The Company and Tejas Securities Group, the lead underwriter of the
sale in February 1998 of the Company's 15% Series A Cumulative Preferred Stock,
was sued by a former holder of the Preferred Stock. Plaintiff claimed that he
purchased the Preferred Stock from Tejas in

                                       6





<PAGE>


reliance upon alleged representations made by both the Company and Tejas that
the financing the Company had in place with Dynex Capital, Inc. was "secure".
Plaintiff alleged violations of the Texas Securities Act, fraud, negligent
misrepresentation, civil conspiracy and violations of the Texas Business and
Commerce Code. Plaintiff had previously filed a similar suit in Federal Court
against the Company which was dismissed. The Company and the Plaintiff settled
the dispute through a settlement agreement signed on January 11, 2001.

         In August 2000, the trustee for the Company's securitizations in 1995
and 1996 made demand, on behalf of the certificate holders, on the Company that
it repurchase approximately $4.5 million in defaulted loans for which the
trustee claimed Interstate Insurance was refusing to pay claims. The trustee
claimed such refusal constituted a breach of representation by the Company
regarding the insurance coverage on the finance contracts. The Company has
vigorously disputed the trustee's claim and expects that any liability for
unpaid claims will be posited with the insurer. The Company is currently in
negotiations with the trustee, the investors and the insurance company to
resolve the situation.

         The Company has made a capital commitment of $500,000 to an investment
fund that co-invests in private venture-stage companies with whom the principals
of the fund have business or professional relationships. $75,000 of the
commitment was paid in October 2000. The remainder of the commitment is due when
called over the next four years.

         The Company is the plaintiff or the defendant in several legal
proceedings that its management considers to be the normal kinds of actions to
which an enterprise of its size and nature might be subject, and are not
material to the Company's overall business or financial condition, results of
operations or cash flows.

10. New accounting pronouncements

         The Company adopted the provisions of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended by SFAS Nos. 137 and
138, and as interpreted by the FASB and the Derivatives Implementation Group
through "Statement 133 Implementation Issues", as of October 1, 2000. The
Company has not engaged in any derivative instruments or any embedded derivative
instruments that require bifurcation. The Company has not engaged in hedging
activities.

                                       7





<PAGE>



ITEM 2. Management's Discussion And Analysis Of Financial Condition And Results
        of Operations

         The following analysis of the financial condition and results of
operations of the Company should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto and the other financial data
included herein. Certain of the financial information set forth below has been
rounded in order to simplify its presentation. However, the ratios and
percentages set forth below are calculated using the detailed financial
information contained in the Financial Statements and the Notes thereto, and the
financial data included elsewhere in this Form 10-Q. For further information,
refer to the audited consolidated financial statements and footnotes thereto
included in the Company's Form 10-K for the period ended September 30, 2000 (SEC
File Number 000-21673).

         On June 9, 2000, the litigation between Dynex Capital, Inc. ("Dynex")
and the Company was settled, with Dynex paying $20 million to the Company and
agreeing to the cancellation of $3 million of notes issued by the Company.
Through March 31, 2001, the Company has applied proceeds from the Dynex
settlement to the retirement of indebtedness, the payment of fees and expenses
related to the litigation, salaries and compensation expenses, corporate
expenses and funding certain investments related to the Company's establishment
of a private investment fund, as more fully discussed below. The Company reached
agreement with Fleet/Bank Boston, the holder of the Company's remaining
long-term debt, and a final payment of $6,500,000 was made to Bank Boston on
July 27, 2000.

         The Company has moved its headquarters in Austin Texas from 100
Congress to 1512 West 35th Street Cutoff and is also maintaining an office at
Agility Capital Inc., 2 Soundview, Stamford, Connecticut 06901. The Company
currently has 6 employees. In July 2000, the Board of Directors of the Company
approved changing the Company's name to Agility Capital, Inc. ("Agility
Capital") and the adoption of a new business plan. As Agility Capital, the
Company will pursue revenues by acting as an advisor to, and investor in, new
economy ventures through the establishment of one or more investment funds. In
connection with this strategy, the Company has hired Thomas Blinten as the new
President of the Company. Mr. Blinten has been a director of the Company since
1996 and has 18 years experience in investment banking, with recent experience
in starting, financing, and managing Internet-related businesses.

         The Company is in the process of raising, pursuant to a private
placement, a $100,000,000 venture capital investment fund with a projected
10-year term, to be called the Agility Capital Fund, LLC (the "Fund"). The Fund
will sell and issue membership interests to accredited and institutional
investors. The Company will invest in such interests through an investment of
its cash balances and conveyance of the Company's current investments and will
also serve as the managing member and the initial advisor to the Fund. The Fund
will invest in early stage, privately held companies operating in the e-commerce
business services/internet, information technology and services, new media,
enterprise and application software, and communications industries. On a select
basis, later stage companies in other industries may also be considered.

         The Fund's business model is to invest in companies that can benefit
from the collective operating and financial experience of the Fund's managers
and its advisors. The management and advisory team's business and industry
experience and professional relationships will be relevant to the industries
targeted and will be used to help the Fund achieve significant and timely
venture capital rates of returns.

         In addition to providing growth capital to a selected group of
companies, the Fund's managers will provide these companies ("Portfolio
Companies") with access to a network of contacts to help them anticipate and
address challenges when they arise and help accelerate their path to
profitability. The Fund can also provide Portfolio Companies with access to
technology strategy and software development resources via its proposed
relationship with a

                                       8





<PAGE>


technological consulting and development firm, as well as management recruiting
services through the Fund's proposed association with an executive recruitment
firm. Portfolio Companies will be provided with access to marketing,
advertising, and communication expertise to help them develop marketing
strategies to build brand awareness in the digital marketplace through the
Fund's association with a founder and former President of one of the largest
advertising and communications agencies in the US. Access to significant debt
and equity funding resources to help further portfolio company growth will be
facilitated through the Fund's management team's extensive contacts in the
financial community. Additionally, Portfolio Companies will have access to state
of the art business, technology and consumer market intelligence through the
Fund's association with a leading provider of business technology research,
consumer and market intelligence and decision making tools.

         The Company's management is using its best efforts to raise the capital
necessary to establish the Fund as a viable venture. The Company has engaged a
securities broker/dealer to serve as placement agent, assembled an initial
advisory board and engaged the services of two consultants. However, market
conditions for private equity funds are challenging, competitive and volatile.
Accordingly, there can be no assurance that the Company will be successful in
establishing the Fund. If the Fund cannot be established within a reasonable
timeframe, the Company's capital resources would eventually be strained and the
Company could be unable to monetize the investments currently made in
anticipation of their conveyance to the Fund.

         In order to accomplish the establishment of the Fund on terms
acceptable to investors in the Fund, it may be necessary to amend certain of the
proposed terms of the Fund. In particular, the size of the Fund may be reduced,
the Company may be precluded from selling certain investments to the Fund, the
amount of the management fee or 20% carry payable to the Company may be reduced
or delayed, and/or the Company may be required to assume a greater share of
placement agency fees. Such modifications could have an adverse effect on the
profitability of the Fund for the Company.

         The success of the Fund will primarily depend upon the efforts of
individuals designated by the Company, in its capacity as Fund Manager, to
manage the Fund's investments. The Company expects that the attraction and
continued retention of qualified individuals will require compensating these
individuals through the utilization of substantially all of the management fees
received by Company, as well as the reallocation to such individuals of a
portion of the Company's 20% share of the Fund's net profits. Therefore, even if
the Fund is successfully established, there can be no assurance as to the
ultimate revenues available for the Company's shareholders.

REVENUES

         The Company's current source of revenues consists of investment income
on net proceeds from its settlement with Dynex Capital, Inc. Prior to ceasing
its specialty finance business the Company's revenue consisted of three
components: interest income, gain on sale of finance contracts and servicing fee
income.

         Gain on Sale of Finance Contracts. For transfers of financial assets
that result in the recognition of a sale, the newly created assets obtained and
liabilities incurred by the transferor as a part of a transfer of financial
assets are initially measured at fair value. An impairment review of the
retained interest in securitizations was performed periodically by calculating
the net present value of the expected future excess spread cash flows after
giving effect to changes in assumptions due to market and economic changes and
the performance of the loan pool to date. Impairment is determined on a
disaggregated basis consistent with the risk characteristics of the underlying
finance contracts as well as the performance of the pool to date. To the extent
that the Company deems the asset to be permanently impaired, the Company would
record a charge

                                       9





<PAGE>


against earnings and write down the asset accordingly. The Company recorded a
charge to income of $4,235,272 during the six months ended March 31, 2000 as a
result of the impairment review of its retained interests in securitizations.

         Servicing Fee Income. The Company earned substantially all of its
servicing fee income on the contracts it serviced on behalf of securitization
trusts. Servicing fee income consisted of: (i) contractual administrative and
servicing fees received through securitizations, and (ii) fee income earned as
servicer for such items as late charges and documentation fees, which are earned
whether or not a securitization has occurred. The Company completed the transfer
of all of its servicing activities to third party servicers by October 1999.

         The Company's source of revenues for the six months ended March 31,
2001 consists of interest and dividends on its cash, investments and note
receivable .

RESULTS OF OPERATIONS

         Due to the Company's cessation of its specialty finance business in
1999, period-to-period comparisons of operating results will not be meaningful,
and results of operations from prior and current periods may not be indicative
of future results. The following discussion and analysis should be read in
conjunction with the Company's Consolidated Financial Statements and the Notes
thereto.

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

Net Loss

         In the three months ended March 31, 2001, net loss decreased $1,245,920
to a net loss of $432,251 from a net loss of $1,678,171 for the three months
ended March 31, 2000. The decrease in net loss resulted primarily from there
being no further write downs of retained interests in securitizations in 2000,
as well as from the Company reducing its staff from 27 employees during the
three months ended March 31, 2000 to 5 employees at March 31, 2001. The
Company's expenses were reduced because of the cessation of its prior business
of acquiring and servicing finance contracts.

Total Revenues

         Total revenues increased $149,709 to $185,796 for the three months
ended March 31, 2001 from $36,087 for the three months ended March 31, 2000. The
increase was due to interest earned on the Company's investments and insurance
settlement proceeds on auto finance contracts and dividends. Actual collections
on receivables exceeded the previously estimated amounts by $104,817 for the
three months ended March 31, 2001. During the three months ended March 31, 2000,
the Company's revenue was generated from winding down its prior business.

         Interest Income. Interest income increased $78,324 to $80,979 from
$2,655. Interest in 2001 was generated from interest earned on the invested
proceeds from the Dynex settlement, and its note receivable.

         Loss on Sale of Finance Contracts. The Company's remaining finance
contract portfolio was completely liquidated during the three months ended March
31, 2000 reflecting whole loans sales at a loss. No finance contracts were sold
in fiscal year 2001.

         Servicing Fee Income. The Company earned no servicing fees for the
three months ended March 31, 2001 and March 31, 2000. The Company transferred
all servicing responsibilities to third parties during 1999.

                                       10





<PAGE>



         Other Income. For the three months ended March 31, 2001 and 2000 other
income was $104,817 and $41,530, respectively. Other Income for the three months
ended March 31, 2000 consisted primarily of insurance settlement proceeds on
auto finance contracts and dividends. Actual collections on receivables exceeded
the estimated collectible amount by $104,817 for the three months ended March
31, 2001.

Total Expenses

         Total expenses of the Company decreased $1,096,211 to $618,047 for the
three months ended March 31, 2001 from $1,714,258 for the three months ended
March 31, 2000. The Company has relocated to smaller and less expensive offices
and has reduced the associated overhead of communications, insurance, and
equipment costs. There is no legal expense related to litigation with Dynex. The
Company has retired its interest bearing debt.

         Provision for Credit Loss. There was no provision for credit losses for
the three months ended March 31, 2001.

         Interest Expense. There was no interest expense for the three months
ended March 31, 2001. There was $417,254 interest expense for the three months
ending March 31, 2000. The decrease was the result of the extinguishment of all
interest bearing debt.

         Salaries and Benefits. Salaries and benefits decreased $161,153 to
$214,899 for the three months ended March 31, 2001 from $376,052 because of the
head count reduction caused by the cessation of the Company's specialty finance
operations. The Company had 27 employees during the quarter ended March 31,
2000. There were 5 employees as of March 31, 2001.

         General and Administrative Expenses. General and administrative
expenses decreased $481,419 to $391,350 for the three months ended March 31,
2001 from $872,769 for the three months ended March 31, 2000. During the three
months ended March 31, 2000 the Company incurred professional fees associated
with litigation with both Progressive Insurance and Dynex Capital, Inc. During
the three months ended March 31, 2001, the Company's general and administrative
expenses were primarily professional expenses including corporate counsel fees,
Progressive litigation fees, and fees and expenses related to the pursuit of the
Company's new business plan.

         Impairment of Retained Interest in Securitizations. The Company
periodically reviewed the fair value of its retained interest in
securitizations. This impairment reflected the revaluation of expected future
cash flows to the Company from these securitizations. The revaluation of the
retained interests to zero as of the end of the period ended March 31, 2000
reflects the uncertainty regarding the receipt of any future cash flows from
those securitizations as to which the Company still maintains a retained
interest.

         Other Operating Expenses. Other operating expenses (consisting
principally of servicer fees, credit bureau reports, communications and
insurance) decreased $36,385 to $11,798 for the three months ended March 31,
2001 from $48,183 for the three months ended March 31, 2000 because the Company
no longer services loans, the elimination of a substantial portion of the
Company's communication system and the decreased need for insurance.

Six Months Ended March 31, 2001 Compared to Six Months Ended March 31, 2000

Net Loss

         In the six months ended March 31, 2001, net loss decreased $7,995,599
to a net loss of $1,075,432 from a net loss of $9,071,031 for the six months
ended March 31, 2000. The decrease in net loss resulted primarily from there
being no further write downs of retained interests in securitizations in 2001,
as well as, from the Company reducing its staff from 27

                                       11





<PAGE>


employees at March 31, 2000 to 5 employees at March 31, 2001. The Company's
expenses were reduced due to the completion of its litigation with Dynex and the
cessation of its prior business of acquiring and servicing finance contracts
during the six months ended March 31, 2000.

Total Revenues

         Total revenues decreased $139,892 to $308,177 for the six months ended
March 31, 2001 from $448,069 for the six months ended March 31, 2000. The
decrease was due to the Company winding down its specialty finance operations
and transferring its remaining servicing rights in October 1999.

         Interest Income. Interest income increased $137,861 to $188,351 from
$50,490. Interest in 2001 was generated from interest earned on the invested
proceeds from the Dynex settlement and from interest accrued from its note
receivable.

         Loss on Sale of Finance Contracts. The Company's remaining finance
contract portfolio was completely liquidated during the six months ended March
31, 2000 reflecting whole loans sales at a loss. No finance contracts were sold
in the 2001 period.

         Servicing Fee Income. The Company earned no servicing fees for the six
months ended March 31, 2001. The Company transferred all servicing
responsibilities to third parties during 1999. Servicing fee income for the six
months ended March 31, 2000 was $334,213.

         Other Income. For the six months ended March 31, 2001 and 2000 other
income was $119,826 and $242,796 respectively, and consisted primarily of
insurance settlement proceeds on auto finance contracts and dividends. Actual
collections on receivables exceeded the estimated collectible amount by $104,817
for the three months ended March 31, 2001.

Total Expenses

         Total expenses of the Company decreased $8,135,491 to $1,383,609 for
the six months ended March 31, 2001 from $9,519,100 for the six months ended
March 31, 2000, due to the Company writing down its retained interests in
securitizations by $4,235,272 in 2000, winding down its specialty finance
operations, terminating employees and focusing on mitigating its losses caused
by the cessation of funding by Dynex.

         Provision for Credit Loss. There was no provision for credit losses for
the six months ended March 31, 2001. The Company owned no finance contracts or
other receivable that was doubtful of collection. Actual collections on finance
contracts exceeded the estimated provision by $26,997 for the comparable period.

         Interest Expense. There was no interest expense for the six months
ended March 31, 2001. There was $928,022 interest expense for the six months
ending March 31, 2000. The decrease was the result of the extinguishment of all
interest bearing debt.

         Salaries and Benefits. Salaries and benefits decreased $561,902 to
$556,446 for the six months ended March 31, 2001 from $1,118,348 because of the
head count reduction caused by the cessation of the Company's specialty finance
operations during 2000. The Company had 27 employees during the six months ended
March 31, 2000. There were 5 employees as of March 31, 2001.

         General and Administrative Expenses. General and administrative
expenses decreased $1,817,814 to $808,601 for the six months ended March 31,
2001 from $2,626,415 for the six months ended March 31, 2000. During the six
months ended March 31, 2000 the Company incurred professional fees associated
with litigation with both Progressive Insurance and Dynex

                                       12





<PAGE>


Capital, Inc. During the six months ended March 31, 2001, the Company's general
and administrative expenses were primarily professional expenses including
accounting fees for the completion of the audit, corporate counsel fees,
Progressive litigation fees, and fees and expenses related to the pursuit of the
Company's new business plan.

         Impairment of Retained Interest in Securitizations. The Company
periodically reviewed the fair value of its retained interest in
securitizations. The Company recorded a charge against earnings for impairment
of these assets of $4,235,272 for the six months ended March 31, 2000. This
impairment reflected the revaluation of expected future cash flows to the
Company from these securitizations. The revaluation of the retained interests to
zero as of the end of the period ended March 31, 2000 reflects the uncertainty
regarding the receipt of any future cash flows from those securitizations as to
which the Company still maintains a retained interest.

         Other Operating Expenses. Other operating expenses (consisting
principally of servicer fees, credit bureau reports, communications and
insurance) decreased $619,478 to $18,562 for the six months ended March 31, 2001
from $638,040 for the six months ended March 31, 2000 because the Company no
longer services loans, the elimination of a substantial portion of the Company's
communication system and the decreased need for insurance.

FINANCIAL CONDITION

         Cash and cash equivalents. Cash and cash equivalents decreased
$2,077,278 at March 31, 2001 from $7,050,088 at September 30, 2000. The decrease
in cash and cash equivalents was the result of an operating loss of $1,075,432,
venture investments in two companies of $275,000, issuance of a note receivable
of $500,000 and a reduction in the Company's payables.

         Investments. The following table sets forth the investments made by the
company:

<TABLE>
<CAPTION>

                                                   September 30, 2000          March 31, 2001
                                                   ------------------          --------------
                  <S>                                    <C>                       <C>
                  Yehti Corporation                      100,000                   100,000
                  Access Ventures                                                   75,000
                  Modelwire                                                        200,000
                                                        --------                  --------
                           Total                        $100,000                  $375,000
                                                        ========                  ========
</TABLE>

         Note Receivable. In October 2000, the Company purchased at par a
$500,000 8% convertible note from Modelwire, Inc.

         Other Assets. Other assets consists of deferred private placement costs
and accrued interest earned. Other assets increased $23,020 to $148,020 at March
31, 2001 from $125,000 at September 30, 2000. The increase resulted from the
accrual of interest earned on the note receivable and cash equivalents.

         Accounts Payable and Accrued Liabilities. Accounts payable and accrued
liabilities decreased $203,826 to $463,834 at March 31, 2001 from $667,660 at
September 30, 2000. The Company is reducing its debt. Accounts payables and
accrued liabilities consists primarily of lease obligations.

LIQUIDITY AND CAPITAL RESOURCES

         As of March 31, 2001, the Company had just over $4.9 million in cash
and no long-term indebtedness. Management believes the Company has sufficient
liquidity to meet its obligations (primarily employee/consultant fees and
expenses, rent and professional expenses) and to make selected investments
through 2001. Management hopes to generate additional liquidity and revenues
through the establishment of the Agility Capital Fund in the following ways: (i)
the sale to the Fund (at cost) of certain investments made by the Company on
behalf of the Fund, (ii) a management fee of up to 2.5% per annum of committed
funds, (iii) the pro rata share of realized

                                       13





<PAGE>


investment gains on the Company's investment in the Fund (expected to be 1% of
the size of the Fund, or a maximum of $500,000), and (iv) additional fees of up
to 20% of the realized gains on Fund investments (less amounts utilized for
compensation arrangements for the officers of the Fund Manager). There can be no
assurance that the Fund will be established or managed in a manner in which
those revenue goals are met.

         Cash Flows. Significant cash flows related to the Company's operating
activities include the use of cash to pay salaries, professional consultant
fees, and reduction of trade accounts payable. Net cash used by operating
activities totaled $1,302,278 during the six months ended March 31, 2001.

         Significant cash flows used by investing activities consisted of the
purchase of investments for $275,000 and the funding of a note receivable for
$500,000.

         There were no cash flows from financing activities during the six
months ended March 31, 2001.

         Equity Offerings. In February 1998, the Company completed the
underwritten public offering of 1,125,000 shares of its 15% Series A Cumulative
Preferred Stock (the "Preferred Stock"), with a liquidation preference of $10
per share. The price to the public was $10 per share, with net proceeds to the
Company of approximately $10,386,000. Such net proceeds have been utilized for
working capital purposes, including the funding of finance contracts. Dividends
on the Preferred Stock are cumulative and payable quarterly on the last day of
March, June, September and December of each year, commencing on June 30, 1998,
at the rate of 15% per annum. After three years from the date of issuance, the
Company may, at its option, redeem one-sixth of the Preferred Stock each year,
in cash at the liquidation price per share (plus accrued and unpaid dividends),
or, if in Common Stock, that number of shares equal to $10 per share of
Preferred Stock to be redeemed, divided by 85% of the average closing sale price
per share for the Common Stock for the 5 trading days prior to the redemption
date. The Preferred Stock is not redeemable at the option of the holder and has
no stated maturity.

         As dividends on the Preferred Stock are in arrears for at least two
quarterly dividend periods, holders of the Preferred Stock have exercised their
right to call a special meeting of the Preferred Stock holders for the purpose
of electing two additional directors to serve on the Company's Board of
Directors until such dividend arrearage is eliminated. Such meeting was held on
October 1, 1999; however, because a quorum of preferred shareholders did not
attend or provide proxies for the meeting, no additional directors were elected.
At the annual meeting of shareholders held in March 2001, the Preferred
Stockholders were again given the opportunity to elect two additional directors,
but a quorum was not achieved. Accordingly, the common stockholders elected two
additional directors that have been designated by the board as representing the
Preferred Stockholders. In addition, certain changes that could materially
affect the holders of Preferred Stock, such as a merger of the Company, cannot
be made without the affirmative vote of the holders of two-thirds of the shares
of Preferred Stock, voting as a separate class. The Preferred Stock ranks senior
to the Common Stock with respect to the payment of dividends and amounts upon
liquidation, dissolution or winding up. During the years 1999 and 2000, no
dividends have been paid on the Preferred Stock and the Company at March 31,
2001 is $3,623,064 in arrears in dividend payments.

         The Company adopted the Agility Capital, Inc. 2001 Stock Option Plan at
the March 6, 2001 shareholder's meeting. The plan is intended to advance the
interests of the Company and its stockholders and subsidiaries by attracting,
retaining and motivating the performance of selected directors, officers and
employees of the Company of high caliber and potential upon whose judgement,
initiative and effort the Company is largely dependent for the successful
conduct of its business, and to encourage and enable such directors, officers
and employees to acquire and retain a proprietary interest in the Company by
ownership of its common stock.

                                       14





<PAGE>


Subject to adjustment, the maximum number of shares of Common Stock which may be
issued and sold under the plan in the aggregate shall be 1,100,000 shares.

IMPACT OF INFLATION AND CHANGING PRICES

         Since the Company does not originate finance contracts and has no debt,
the Company does not believe that inflation directly has a material adverse
effect on its financial condition or results of operations. Inflation can
adversely affect the Company's operating expenses, such as rent and employee
expenses, and can also positively affect investment income.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

         The Company adopted the provisions of SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended by SFAS Nos. 137 and
138, and as interpreted by the FASB and the Derivatives Implementation Group
through "Statement 133 Implementation Issues", as of October 1, 2000. The
Company has not engaged in any derivative instruments or any embedded derivative
instruments that require bifurcation. The Company has not engaged in hedging
activities.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risk generally represents the risk of loss that may result from
the potential change in the value of a financial instrument as a result of
fluctuations in interest and currency exchange rates and in equity and commodity
prices. Market risk is inherent to both derivative and non-derivative financial
instruments. The Company's market risk management procedures include all market
risk sensitive financial instruments. The Company has no derivative financial
instruments, exposure to currency exchange rates nor commodity risk exposure.

         The Company's fixed rate debt was paid off through settlement
agreements with Dynex on June 9, 2000 and with Bank Boston on July 27, 2000. The
Company's new business plan does not contemplate the incurrence by the Company
of additional material long-term indebtedness.

FORWARD LOOKING STATEMENTS

         The statements contained in this document that are not historical facts
are forward looking statements. Actual results may differ from those projected
in the forward looking statements. These forward looking statements involve
risks and uncertainties, including but not limited to the following risks and
uncertainties: changes in the performance of the financial markets, in the
demand for and market acceptance of the Company's services, and in general
economic conditions, including interest rates, presence of competitors with
greater financial resources and the impact of competitive products and pricing;
the effect of the Company's policies; the ability of the Company to find
adequate funding sources, the ability of the Company to raise a venture capital
fund, and the ability of the Company to find suitable investments for the
venture capital fund that provide an ongoing revenue stream to the Company.
Investors also are directed to other risks discussed in documents filed by the
Company with the SEC.

                                       15





<PAGE>


                            PART II-OTHER INFORMATION

ITEM 1. Legal Proceedings

         In the course of its previous business as a specialty finance company,
the Company from time to time has been made a party to litigation involving
consumer-law claims. These claims typically allege improprieties on the part of
the originating dealer and name the Company and/or its assignees as subsequent
holders of the finance contracts. To date, none of these actions have been
certified as eligible for class-action status.

         In 1998, the Company initiated suit in state court in Houston, Texas
against Progressive Northern Insurance Co. arising out of insurance policies
issued by Progressive affiliates to the Company. The policies provided
deficiency balance coverage and physical damage coverage on automobile loans
acquired by the Company and sold into certain securitizations. Progressive
contended that there was a cumulative limit on claims under the Deficiency
Balance Policy of 88% of the total premiums paid on that Policy, which was
contrary to the Company's position. On this point, the Company's position was
confirmed by the court. Progressive also contended that it had the right to
cancel the Policies, without any refund of the fully-paid premiums, at any time
pursuant to 30 days' notice and in fact did so in March 1998. The Company and
the securitization trustees disputed this termination as contrary to the terms
and understandings reached with Progressive and relied upon by the parties in
interest, including the securitization market. This issue was submitted by the
court to the jury. After a three week trial in January 2000, the Company failed
to win a verdict against Progressive. The Company filed a motion to set aside
the verdict based on various legal issues and the court denied this motion and
entered a take nothing judgment against the Company. The Company is currently
appealing this verdict.

         The Company and Tejas Securities Group, the lead underwriter of the
sale in February 1998 of the Company's 15% Series A Cumulative Preferred Stock,
was sued by a former holder of the Preferred Stock. Plaintiff claimed that he
purchased the Preferred Stock from Tejas in reliance upon alleged
representations made by both the Company and Tejas that the financing the
Company had in place with Dynex Capital, Inc. was "secure". Plaintiff alleged
violations of the Texas Securities Act, fraud, negligent misrepresentation,
civil conspiracy and violations of the Texas Business and Commerce Code.
Plaintiff had previously filed a similar suit in Federal Court against the
Company which was dismissed. The Company and the Plaintiff settled the dispute
through a settlement agreement signed on January 11, 2001.

ITEM 2. Changes in Securities and Use of Proceeds

         None

ITEM 3. Defaults Upon Senior Securities

         None

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


         The Company's annual meeting of the shareholders was held on March 6,
2001 at the Four Seasons Hotel, 98 San Jacinto Boulevard, Austin, Texas.

         A quorum of 4,765,750 shares of the Company's common stock was present
through shares held by William O. Winsauer and John S. Winsauer. A quorum of
preferred shares was not achieved.

         At the meeting, William O. Winsauer, John S. Winsauer, Mark Esposito,
Thomas I. Blinten, Mark W. Cooper, David R. Wulf, and Robert A. Shuey each were
elected to additional

                                       16





<PAGE>


one-year terms as directors of the Company. Messrs. Wulf and Shuey were
designated as representatives on behalf of the Preferred Stockholders. Mr.
Stuart A. Jones declined to stand for reelection as director.

         The resolution relating to the adoption of an amendment to the
Company's Certificate of Incorporation to change the Company's name to Agility
Capital, Inc. was presented for consideration and approved.

         The third shareholder's resolution relating to the ratification of
Deloitte & Touche LLP as independent public accountants was presented for
consideration and was ratified.

         The final shareholder's resolution relating to the adoption of the
Company's 2001 Stock Option Plan was presented for consideration and was
adopted.

ITEM 5. Other Information

         None

                                       17





<PAGE>



ITEM 6. Exhibits and Reports on Form 8-K

<TABLE>
<CAPTION>
EXHIBIT NO..  DESCRIPTION OF EXHIBIT
------------  --------------------------------------------------
<S>           <C>
3.1(1) . . .  Restated Articles of Incorporation of the Company
3.2(1) . . .  Amended and restated Bylaws of the Company
4.1(1) . . .  Specimen Common Stock Certificate
10.1(1). . .  Employment Agreement effective as of May 1, 1996 between William O.
              Winsauer and the Company
10.2 . . . .  2001 Stock Option Plan
21.1(2). . .  Subsidiaries of the Company

</TABLE>


(1) Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No.333-05359).

(2) Incorporated by reference to the Company's annual report on form 10-K for
the period ended September 30, 2000

Reports on Form 8 K

None

                                       18





<PAGE>


                                   SIGNATURES

Pursuant to the requirements 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 on May 15, 2001.

                            AGILITY CAPITAL, INC.

                                 By:  /s/ WILLIAM O. WINSAUER
                                      ------------------------------------------
                                      William O. Winsauer, Chairman of the Board
                                                     and Chief Executive Officer

                                       By:  /s/ A. Dale Henry
                                          ------------------------------------
                                          A. Dale Henry, Chief Financial Officer
                                               and Principal Accounting Officer

                                       19