AUTOCORP EQUITIES INC
10QSB, 2000-06-28
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
  (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, 2000

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

           For the transition period from ___________ to ____________

                        Commission file number 000-15216


                             AUTOCORP EQUITIES, INC.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                             87-0522501
   (State or other jurisdiction                            (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

                        911 W. Parker Road, Suite 306
                               Plano, Texas 75023
                    (Address of principal executive offices)

                                  972.378.5355
                           (Issuer's telephone number)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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

      State the number of shares  outstanding of each of the issuer's classes of
common equity,  as of the latest  practicable  date:  6,168,749 shares of Common
Stock, $.001 par value, as of April 30, 2000.

      Transitional Small Business Disclosure Format (check one): Yes____ No   X


<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

Item 1. Financial Statements

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                      March 31, 2000 and September 30, 1999


                                                March 31,    September 30,
                                                  2000           1999
                                              -----------    ------------
ASSETS

CURRENT ASSETS:
         Cash and cash equivalents            $    27,985    $    347,046
         Accounts receivable, net                  95,512         737,391
         Other receivables                            -             5,783
         Inventory                                243,284       1,607,538
         Prepaid expenses                          19,763          59,066
                                              -----------    ------------
              Total current assets                386,544       2,756,824

PROPERTY AND EQUIPMENT
         Furniture and fixtures                    11,543          11,295
         Office equipment                         218,376         208,513
         Computer equipment                        46,476          42,134
         Automobiles                                2,500           2,500
         Machinery and equipment                   91,865          91,865
         Leasehold improvements                    15,108          21,674
                                              -----------    ------------
                                                  385,868         377,981
         Less accumulated depreciation
          and amortization                         67,686          36,216
                                              -----------    ------------
                                                  318,182         341,765
                                              -----------    ------------

OTHER ASSET
         Deposits                                   3,812           7,743
                                              -----------    ------------
         Total assets                         $   708,538    $  3,106,332
                                              ===========    ============





See accompanying notes to condensed consolidated financial statements.

                                        2

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                      March 31, 2000 and September 30, 1999


                                                  March 31,  September 30,
                                                    2000         1999
                                                -----------  ------------
LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Bank overdraft                                $    89,031  $        -
  Current portion, long-term debt                    72,889       683,001
  Line of credit                                    253,870     1,196,921
  Accounts payable and accrued expenses             576,686       822,074
  Sales tax payable                               1,174,436       641,824
  Related party payables                          6,995,075     5,129,464
  Other current liabilities                         197,351       219,077
                                                -----------  ------------
     Total current liabilities                    9,359,338     8,692,361

Long-term debt, net of current portion                  -             -

Allowance for recourse liability                  3,340,000     2,884,000

Related party payable                             6,578,485     6,578,485

Commitments and contingencies                           -             -

SHAREHOLDERS' DEFICIT:
Convertible preferred stock, no par value,
 5% non-cumulative; liquidation preference
 of $1.00 per share; 10,000,000 shares
 authorized, no shares issued and outstanding
 at March 31, 2000 and September 30, 1999               -             -
Common stock, par value $.001; 110,000,000
 shares authorized, 6,189,971 and 6,137,184
 shares issued and outstanding at March 31,
 2000 and September 30, 1999, respectively            6,190         6,137
Additional paid-in capital                       11,555,415    11,536,718
Accumulated deficit                             (29,893,390)  (26,353,869)
Less shares held in trust                          (227,500)     (227,500)
Less stock subscriptions receivable                 (10,000)      (10,000)
                                                -----------   -----------
      Total shareholders' deficit               (18,569,285)  (15,048,514)
                                                -----------   -----------
      Total liabilities and
       shareholders' deficit                    $   708,538   $ 3,106,332
                                                ===========   ===========

See accompanying notes to condensed consolidated financial statements.

                                        3

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
           For the Three and Six Months Ended March 31, 2000 and 1999

                                Three Months Ended       Six Months Ended
                                     March 31,              March 31,
                                  2000       1999        2000        1999
                              ----------- ---------- -----------  -----------
Net revenues                  $ 3,608,360 $1,994,456 $10,156,889  $ 3,021,534

Cost of sales                   3,377,195  1,325,351   8,856,557    2,344,582
                              ----------- ---------- -----------  -----------
     Gross profit                 231,165    669,105   1,300,332      676,952

Selling, administrative and
 other operating expenses       1,545,645    880,776   3,018,973    1,269,984
Provision for recourse
 liability                        285,916   (152,608)  1,505,431       69,694
                              ----------- ---------- -----------  -----------
Operating loss                 (1,600,396)   (59,063) (3,224,072)    (662,726)

Other expense:
  Interest expense               (158,393)    (3,707)   (315,449)     (45,036)
  Gain on disposition
   of subsidiaries                    -          -           -        595,245
                              ----------- ---------- -----------  -----------
Net loss                      $(1,758,789)$  (62,770)$(3,539,521) $  (112,517)
                              =========== ========== ===========  ===========


Net loss per share,
 basic and diluted             $     (.28)$     (.01)$      (.57) $      (.02)
                               ========== ========== ===========  ===========

Weighted average number
 of shares outstanding,
 basic and diluted              6,189,971  6,083,848   6,213,700    6,153,353
                               ========== ========== ===========  ===========












See accompanying notes to condensed consolidated financial statements.

                                        4

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
           For the Three and Six Months Ended March 31, 2000 and 1999


                                Three Months Ended       Six Months Ended
                                    March 31,                March 31,
                                 2000       1999         2000        1999
                             ----------- ----------  -----------  -----------
Net loss                     $(1,758,789)$  (62,770) $(3,539,522) $  (112,517)
Adjustments to reconcile
 net loss to net cash
 provided by/(used in)
 operating activities:
   Depreciation and
    amortization                  25,190     12,288       31,470       22,076
   Provision for
    recourse liability           112,000   (610,000)     456,000     (280,000)
   Loss on disposal of assets      7,463        -          6,566          -
   Gain on disposition
    of subsidiaries                  -          -            -       (595,245)
 Changes in:
   Accounts receivable           362,565   (143,475)     641,879     (331,099)
   Related party payables      1,132,262    988,301    1,865,611      988,301
   Inventory                   1,157,973    262,955    1,364,254     (339,252)
   Prepaid expenses               34,520        -         39,303          -
   Deposits                        3,952     (1,000)       3,931       (1,000)
   Accounts payable and
    accrued expenses            (338,594)    13,730     (226,637)     625,321
   Bank overdrafts                89,031        -         89,031          -
   Sales tax payable             226,948        -        532,612          -
   Line of credit             (1,143,263)  (169,974)    (943,051)     432,986
   Other                          15,736      2,080      (15,943)       3,780
                              ---------- ----------  -----------  -----------
     Total adjustments         1,685,783    354,905    3,845,026      525,868
                              ---------- ----------  -----------  -----------
  Net cash provided by/(used
   in) operating activities      (73,006)   292,135      305,504      413,351
                              ---------- ----------  -----------  -----------

Cash flows from investing activities:

  Capital expenditures               -      (48,207)     (14,453)    (220,602)
                              ---------- ----------  -----------  -----------
  Net cash used in
   investing activities              -      (48,207)     (14,453)    (220,602)
                              ---------- ----------  -----------  -----------



See accompanying notes to condensed consolidated financial statements.

                                        5

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)
           For the Three and Six Months Ended March 31, 2000 and 1999


                                    Three Months Ended     Six Months Ended
                                         March 31,              March 31,
                                      2000      1999        2000      1999
                                   ---------- ---------   --------- ---------
Cash flows from financing activities:
  Principal payments
   on long-term debt               $  (58,334)$(128,333)  $(610,112)$(154,077)
  Proceeds from issuance of
   long-term debt                         -         -           -     170,000
                                   ---------- ---------   --------- ---------
      Net cash (used in) provided
       by financing activities        (58,334) (128,333)   (610,112)   15,923
                                   ---------- ---------   --------- ---------
Net increase/(decrease) in
  cash and cash equivalents          (131,340)  115,595    (319,061)  208,672

Cash and cash equivalents
  at beginning of period              159,325   145,056     347,046    51,979
                                   ---------- ---------   --------- ---------
Cash and cash equivalents
  at end of period                 $   27,985 $ 260,651   $  27,985 $ 260,651
                                   ========== =========   ========= =========

Supplemental disclosures of cash flow information:

 Cash paid for interest            $   80,501 $   1,226   $ 164,914 $ 163,623
                                   ========== =========   ========= =========

 Cash paid for income taxes        $        - $     -     $     -   $     -
                                   ========== =========   ========= =========















See accompanying notes to condensed consolidated financial statements.

                                        6

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)
           For the Three and Six Months Ended March 31, 2000 and 1999

                           Three Months Ended     Six Months Ended
                                March 31,             March 31,
                            2000        1999       2000      1999
                        ----------   ----------  --------- ---------
Non-cash transactions

  Stock issued for

   services            $      -      $      -    $  18,750 $   2,737

During the three months ended December 31, 1998, the Company tendered  preferred
shares valued at $6,578,485 and net other equity of $355,803 in exchange for the
extinguishment  of $2,223,159 of debt,  $4,278,068 of related party payables and
$1,028,306  of  other  liabilities  resulting  in a net gain on  disposition  of
subsidiaries of $595,245.  The other equity  consisted of $1,724,775 in treasury
stock  obtained in the  disposition of the Company's  subsidiaries,  $227,500 of
treasury stock received into a trust,  other treasury stock of $2,293,775 issued
in  extinguishment  of debt and  liabilities  and $14,303  for 22,000  shares of
common stock converted from debt at $0.65 per share.












See accompanying notes to condensed consolidated financial statements.

                                        7


<PAGE>


                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 March 31, 2000

NOTE 1.  BASIS OF PRESENTATION

         In the opinion of the Company,  the  accompanying  unaudited  condensed
         consolidated  financial statements contain all adjustments necessary to
         present fairly its financial position and the results of its operations
         and cash flows for the periods shown.

         Certain prior period amounts have been  reclassified  to conform to the
         current period's presentation.

         The  preparation  of the Company's  financial  statements in conformity
         with generally  accepted  accounting  principles  necessarily  requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and  liabilities  at the  date  of the  financial  statements  and  the
         reported amounts of revenues and expenses during the reporting  period.
         Actual  results  could  differ  from those  estimates.  The  results of
         operations  for the  respective  three  and six month  periods  are not
         necessarily indicative of the results to be expected for a full year of
         operations.

         These unaudited condensed  consolidated  financial statements should be
         read in conjunction with the Company's annual report of Form 10-KSB for
         the year ended September 30, 1999.

         A summary of significant  accounting policies is currently on file with
         the Securities and Exchange Commission on Form 10-KSB.

         During the three and six months ended March 31, 2000 and the year ended
         September 30, 1999, the Company's  operations were negatively  impacted
         by the loss of the  flooring  plan  line of  credit  and the  resulting
         inability of the Company to purchase additional inventory.. The Company
         has a shareholder  deficit of  approximately  $16,000,000  at March 31,
         2000  and a  history  of  operating  losses.  Management  is  currently
         assessing  new  business  models  in an  effort  to  make  the  Company
         financially self-sufficient.  The Company is also currently looking for
         alternate capital sources.

         It is not  possible to predict the success of  management's  subsequent
         efforts to achieve  profitability.  If  management is unable to achieve
         its goals, the Company may find it necessary to undertake other actions
         as may be appropriate.




                                        8


<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 March 31, 2000


NOTE 1.  BASIS OF PRESENTATION (continued)

         The accompanying  condensed  consolidated  financial  statements do not
         include   any   adjustments   relating   to  the   recoverability   and
         classification  of  the  recorded  asset  amounts  or the  amounts  and
         classification  of  liabilities  that  might be  necessary  should  the
         Company be unable to continue in existence.

NOTE 2.  LONG-TERM DEBT

         Long-term debt at March 31, 2000 and September 30, 1999 consisted of
         the following:
                                                    March 31,   Sept. 30,
                                                      2000        1999
                                                   ----------   ---------
         Note  payable, unsecured, for
          acquisition of car lot, payable in
          quarterly installments of $50,000.
          No interest is charged on note.
          Matured March 2000                       $   54,000     $ 134,000
         Note payable, secured by retail
          installment notes, payable at
          maturity.  Interest on matured,
          unpaid principal at 12% per annum.
          Matured December 1999                           -         473,445
         Note payable, unsecured, for
          acquisition of finance servicing
          facility, payable in monthly
          installments of $9,444.  No
          interest is charged on note.
          Matures May 2000.                            18,889        75,556
                                                   ----------     ---------
                                                       72,889       683,001
         Less current portion                          72,889       683,001
                                                   ----------     ---------
                                                   $      -       $     -
                                                   ==========     =========










                                        9

<PAGE>


                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 March 31, 2000


NOTE 3.  LINE OF CREDIT

         The Company had two lines of credit totaling  $1,000,000 with AutoPrime
         to purchase used and  repossessed  cars for resale on the Company lots.
         Both lines of credit,  or  flooring  plans,  were  secured  100% by the
         vehicle inventory.  The line to purchase used cars was for $750,000 and
         bore  interest at a rate 15% per annum.  This  agreement was renewed on
         September  9, 1999 and  matured  on March 8, 2000.  At March 31,  2000,
         $200,020 was owed on this line and $0 was available.

         The second  line of is for  $250,000  and bears  interest at 15.25% per
         annum.  This  agreement  matures on June 8,  2000,  but  AutoPrime  has
         declined  to issue any  additional  advances  on this  line.  There are
         certain  covenants in the agreement that allow for an earlier due date.
         At March 31, 2000, $53,850 was owed on this line and $0 was available.

NOTE 4.  COMMITMENTS AND CONTINGENCIES

         The  Company  leases  office  space and auto lots under  non-cancelable
         operating lease  agreements  which require monthly  payments of $22,666
         per month and  expire in June  2004.  Future  minimum  annual  payments
         required under the lease are as follows:

                                            March 31, 2001        $  253,692
                                            March 31, 2002           129,826
                                            March 31, 2003            44,500
                                            March 31, 2004            42,000
                                            March 31, 2005            10,500
                                                                  ----------
                                                                  $  480,518
                                                                  ==========

         The Company sells used automobiles using auto financing contracts.  The
         Company then sells the contracts to a finance company,  generally under
         a recourse  agreement,  whereby the Company guarantees the repayment of
         the note. If the note holder  defaults,  the Company is responsible for
         repossessing  the  automobile and then either paying the amount due the
         finance company or substituting a new loan for the one in default.

         In October 1997,  the Company  entered into an agreement with AutoPrime
         to provide  financing for the Company's  automobile  transactions.  The
         agreement  allows  AutoPrime to buy the notes at a  percentage  of face
         value  (averaging  approximately  75%) and then to pay the  Company  an
         additional percentage (averaging approximately



                                       10

<PAGE>


                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 March 31, 2000


NOTE 4.  COMMITMENTS AND CONTINGENCIES (continued)

         15%) on all  principal  collections.  The loss ratios of the notes sold
         have been much greater than expected to date. However,  with the change
         in  management  and  a  change  in  the  Company's   lending  criteria,
         management  expects to have  better loan  collection  results in future
         periods.  The loan  balances  and  contingent  losses  reserved  are as
         follows:

                                              March 31,      September 30,
                                                2000             1999
                                            ------------     ------------
         Total liability, including
          the contracts sold by
          related parties.                  $ 13,360,000     $ 11,536,000

         Recorded liability, estimated
          at 25% of total contracts
          outstanding                       $  3,340,000     $  2,884,000

         The  Company  has issued for tender to  AutoPrime  6,578,485  preferred
         shares,  valued at $1.00 per share,  which  includes  3,078,485  shares
         relating to recourse  liability on contracts  owned by  AutoPrime.  The
         Company has an  obligation to maintain the $1.00 per share value on the
         remaining  3,237,956  preferred  shares (net of 262,044 shares released
         from pledge) issued to AutoPrime (in trust), and is contingently liable
         for the issuance of additional  preferred shares as may be necessary to
         maintain such value.

NOTE 5.  SALES TAX PAYABLE

         In the  process of selling  cars,  sales tax is added to the  financing
         agreement for its customers.  The Company currently estimates,  and has
         recorded,  a sales tax liability of  approximately  $1,174,000 at March
         31, 2000 for the  remaining  balances on the related  installment  note
         portfolio.  The Company  currently  pays sales  taxes as  proceeds  are
         collected from the financing agreements.  An additional amount has been
         accrued  against any  contingent  liabilities  which may arise from the
         sale of its installment  notes and any  acceleration of the sales taxes
         due.



                                       11

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition or Plan of
         Operation.

(a)      Plan of Operation.
         Not Applicable.

(b)      Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

Forward looking statements:

This report contains  forward  looking  statements.  Additional  written or oral
forward  looking  statements  may be made by the  Company  from  time to time in
filings with the Securities and Exchange  Commission or otherwise.  Such forward
looking  statements  are within the  meaning of that term in Section  27A of the
Securities  Act,  and Section 21E of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange  Act").  Such statements may include,  but not be limited
to, projections of revenue,  income or loss, estimates of capital  expenditures,
plans for future operations,  products or services, financing needs or plans, as
well as assumptions  relating to the foregoing.  The words "believe",  "expect",
"anticipate",  "estimate",  "project",  and similar expressions identify forward
looking statements, which speak only as of the date the statement was made.

Forward looking  statements are inherently  subject to risks and  uncertainties,
some of which  cannot be  predicted  or  quantified.  Future  events  and actual
results could differ  materially  from those set forth in,  contemplated  by, or
underlying the forward looking statements.  The Company undertakes no obligation
to publicly update or revise any forward looking statements, whether as a result
of new information,  future events, or otherwise. The following disclosures,  as
well as other  statements in this Report on Form 10-QSB,  including those in the
notes to the Company's  consolidated  financial  statements,  describe  factors,
among others, that could contribute to or cause such differences,  or that could
affect the Company's stock price.

RESULTS OF OPERATIONS

Overview

Through  the first  quarter  and into the  second  quarter of fiscal  2000,  the
Company  operated "Buy Here - Pay Here" used car dealerships  which  underwrote,
financed and serviced retail  installment  contracts  generated by sales of used
cars by the Company's dealerships. The installment contracts were sold, at a 30%
to 45% discount, to various lending sources on a full recourse basis.

Beginning  in the  second  fiscal  quarter of 2000,  as a result of  limitations
placed on the use of its' floor plan line of  credit,  the  Company is unable to
continue to purchase cars for its used car lots. At the present time the Company
generates  revenue from service fees for selling  repossessed  units relating to
contracts  previously sold to AutoPrime as well as from the continued  servicing
of retail installment contracts.

The Liquidity section following discusses this at greater length.

General Discussion

Net sales of used cars amounted to $9,179,000 for the six months ended March 31,
2000 compared to $2,383,000 for the similar period in 1999. This is attributable
to having five used cars lots in 2000  compared to two in the prior year. In the
fiscal second  quarter of 2000 net sales of used car were  $3,056,000  while the
comparable  number in 1999 was $1,570,000.  This quarter  reflects the impact of
the loss of the Company's floor plan line of credit mentioned above.

Revenues from servicing retail  installment  contracts  increased in this year's
second  quarter to $978,000,  an increase of $339,000 over last year's amount of
$639,000. This situation is the same for the quarter to quarter comparison,  and
represents an increase in the level of loan servicing activity.



                                       12
<PAGE>
Gross profit for the  six-month  period  ended March 31, 2000 was  approximately
$1,300,000,  most of which  ($1,069,000) was earned in the first quarter.  Gross
profit as a percentage of sales was 12.8%.  For the comparable  six-month period
of the prior  year,  this figure was 22.4%.  For the  three-month  period  ended
December 31, 1999,  gross profit as a percentage  of sales was 16.3%.  The lower
margins  during  the  current  fiscal  year were  caused  primarily  by the high
proportion of repossessed cars in the sales mix,  exacerbated by the loss of the
Company's floor plan line of credit.

Selling, administrative and other operating expenses were 42.8% of sales for the
second  quarter of the 2000 fiscal year,  an increase  from the first  quarter's
rate of 22.5% of sales.  The  figures for the  comparable  quarters of the prior
year  were  44.2% of sales  and 37.9% of  sales,  respectively.  Although  these
numbers  reflect   improvement  in  the   year-over-year   percentage  of  sales
relationship,  the  absolute  level of  spending  increased  from  approximately
$1,270,000 for the six months ended March 31, 1999 to  approximately  $3,020,000
for the six  months  ended  March 31,  2000.  These  expenses  should  decrease,
however,  in line with the  Company's  anticipated  reduced  level of operations
during future quarters.

The provision for recourse liability amounted to approximately $1,505,000 during
the  six-month  period  ended March 31, 2000, a  substantial  increase  from the
comparable  period of the prior year.  The provision  reflects the high level of
loan defaults which occurred  during the current fiscal year. The current year's
numbers do show  significant  improvement  during the second fiscal quarter,  as
more than 80%  ($1,220,000)  of the aggregate  provision  made for the six-month
period ended March 31, 2000 was recorded in the quarter ended December 31, 1999.

Interest  expense was  incurred by the  Company in  connection  with its line of
credit that was used to floor  purchased  automobiles  and from the  outstanding
note payable to  AutoPrime.  For the six months  ended March 31, 2000,  interest
expense  amounted  to  approximately  $315,000,  a  six-fold  increase  from the
comparable  six-month  period  of  the  prior  year,  due  predominantly  to the
increased debt level with AutoPrime.

LIQUIDITY

As a result  of the  Company's  continuing  need to  improve  its cash  flow and
overall  liquidity,  during the first two  quarters of fiscal  2000,  a thorough
review  of the  Company's  business  model was  performed  in  conjunction  with
AutoPrime and  AutoPrime's  U.S.  parent.  The conclusion was that the Company's
current business model is unable to generate sufficient cash flow to support the
ongoing viability of the Company.

In  connection  with  this  review,  further  analysis  was  performed,  and  is
continuing to be performed,  to try to develop a business  model for the Company
that would allow the Company to be  financially  self  -sufficient.  The Company
needs to obtain additional capital in order to continue business operations. The
Company has been  exploring  various  alternatives  for  obtaining the necessary
capital  which  includes  a  proposal  to  issue  shares  to  AutoPrime   and/or
AutoPrime's  parent in exchange for debt owed to  AutoPrime.  Implementation  of
such a plan would provide the Company with the  opportunity  to acquire  capital
from alternate sources. There is no assurance that the plan would be accepted by
AutoPrime or its parent.

In  addition,  a recent  change in the Board of  Directors  has  resulted in the
Company  considering  additional  possibilities  for  developing  a new business
model.  The Company has a three person  Board of  Directors.  Messrs.  Heath and
Ennis resigned as Directors and officers in February and May 2000, respectively.



                                       13
<PAGE>

The remaining Director, Mr. Norman,  appointed William O. Merritt to fill one of
the  vacancies  on May 4, 2000.  Mr.  Merritt is the second  largest  individual
shareholder of the Company and was the Chief Executive Officer of the Company on
December 30,  1998,  when a previously  reported  change of control  transaction
occurred.  He was also  serving as a  Director  at the time and  continued  as a
Director until April 29, 1999.

With the return of Mr.  Merritt,  the  alternatives  being  considered for a new
business   model  for  the  Company  have  been  expanded  to  include   various
possibilities suggested by Mr. Merritt.

There can be no  assurance  the Company  will be able to develop a new  business
model.  If one is developed,  there is no assurance  Management  will be able to
obtain the necessary  additional  capital to implement  the new business  model.
Further, if a new business model is developed and adequately capitalized,  there
is no assurance it will become profitable for the Company or its shareholders.

During the current  quarter,  the Company  renewed its floor plan line of credit
with AutoPrime through June 8, 2000.  However,  AutoPrime has made no additional
advances to the Company under the line of credit since  December  1999,  and has
notified  Management  that it does not plan to make any additional  advances and
the line of credit will not be renewed at its maturity.

Given the Company's  financial  position,  the Company is unable to replace this
line of credit and as a result the Company is no longer  able to  purchase  cars
for its used car lots. Virtually all the cars that the Company currently has for
sale are repossessed  units, which are not owned by the Company but are security
for contracts  previously sold to AutoPrime.  As a result, when sold, these cars
will not  generate  any revenue for the Company  other than the service fees the
Company charges AutoPrime for reselling the cars.

The Company's revenues declined during the quarter ended March 31, and they have
continued  to decline  during the first two months of the current  quarter.  The
Company's  only sources of revenue at the present time are fees from  re-selling
repossessed  vehicles and servicing fees from servicing the contracts previously
sold to AutoPrime.

The Company has been in a negative  monthly  cash flow  situation  and has had a
negative  working  capital  position  since June 1998.  At March 31,  2000,  the
Company had a working capital deficit of approximately  $8,970,000,  as compared
to a working capital deficit of approximately  $5,940,000 at September 30, 1999.
The $3,030,000 difference is primarily attributable to the decrease in inventory
and the increase in the payable to its related party, AutoPrime. The Company has
been relying on  AutoPrime to  supplement  internally  generated  cash flow with
monthly advances to fund its cash operating  needs.  This situation has worsened
as a result of the  Company  no longer  having a floor  plan line of credit  and
consequently no ability to purchase cars to sell.

Unless a new business model can be developed,  capitalized  and implemented in a
profitable manner,  Management believes this monthly need for cash advances from
some source will continue. The monthly advances from AutoPrime have been ranging
from $20,000 to $95,000.  At March 31, 2000, the advances totaled  $138,200.  At
present, the Company does not have the financial resources to repay any of these
advances.

There can be no assurance  that  AutoPrime will continue to provide this monthly
cash  requirement.   If  AutoPrime  discontinues  its  funding  support  and  no
additional  capital  can be raised,  the  Company  will not be able to  continue
business operations.



                                       14

<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                      AutoCorp Equities, Inc.
                                      Registrant


Date: June 27, 2000             By:   /s/  Charles Norman
                                     -----------------------------------------
                                      Charles Norman
                                      President and Chief Executive Officer






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