AUTOCORP EQUITIES INC
10QSB, 2000-02-18
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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 December 31, 1999

[   ]    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.)

                        2740 N. Dallas Parkway, Suite 110
                               Plano, Texas 75093
                    (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:  6,189,971 shares of Common
Stock, $.001 par value, as of January 31, 2000.

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


<PAGE>


                                      INDEX



                                                                          Page
                                                                          ----
PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

            Condensed Consolidated Balance Sheets at December 31, 1999
            (unaudited) and September 30 1999                               2

            Condensed    Consolidated    Statements   of   Operations
            (unaudited) for the three months ended December 31, 1999
            and December 31, 1998                                           4

            Condensed   Consolidated   Statements   of  Cash   Flows
            (unaudited) for the three months ended December 31, 1999
            and December 31, 1998                                           5

            Notes to Condensed Consolidated Financial Statements
            (unaudited)                                                     8

Item 2.     Management's Discussion and Analysis or Plan of Operation      12


PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                              15

Item 2.     Changes in Securities and Use of Proceeds                      15

Item 3.     Defaults Upon Senior Securities                                15

Item 4.     Submission of Matters to a Vote of Security Holders            15

Item 5.     Other Information                                              15

Item 6.     Exhibits and Reports on Form 8-K                               15

Signatures                                                                 16


<PAGE>

                                     Part I

                              FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                 December 31,   September 30,
                                                      1999            1999
                                                -------------   -------------
ASSETS

CURRENT ASSETS:
         Cash and cash equivalents              $    159,325    $     347,046
         Notes receivable, net of allowance
          for doubtful accounts of $329,975
          at December 31,1999 and $479,926
          at September 30,1999                        458,077         737,391
         Other receivables                             12,238           5,783
         Inventory                                  1,401,257       1,607,538
         Prepaid expenses                              54,283          59,066
                                                -------------   -------------
                  Total current assets              2,085,180       2,756,824

PROPERTY AND EQUIPMENT
         Furniture and fixtures                        11,295          11,295
         Office equipment                             213,862         208,513
         Computer equipment                            43,897          42,134
         Automobiles                                    2,500           2,500
         Machinery and equipment                      100,103          91,865
         Leasehold improvements                        21,674          21,674
                                                -------------   -------------
                                                      393,331         377,981
         Less accumulated depreciation                 42,496          36,216
                                                -------------   -------------
                                                      350,835         341,765

OTHER ASSETS
         Deposits                                       7,764           7,743
                                                -------------   -------------
         Total assets                           $   2,443,779   $   3,106,332
                                                =============   =============




The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                        2

<PAGE>

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

                                                December 31,  September 30,
                                                    1999          1999
                                              -------------   -------------
LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Current portion, long-term debt             $     131,223   $     683,001
  Accounts payable                                  396,286         292,772
  Accrued expenses                                  490,018         529,302
  Sales tax payable                                 947,488         641,824
  Line of credit                                  1,397,133       1,196,921
  Related party payable                           1,627,193         538,847
  Note payable, related party                     4,235,620       4,590,617
  Other current liabilities                         193,853         219,077
                                              -------------   -------------
     Total current liabilities                    9,418,814       8,692,361


Provision for recourse liability                  3,228,000       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, 0 shares issued and outstanding
 at December 31, 1999                                     -               -
Common stock, par value $.001; 110,000,000
 shares authorized, 6,189,971 and 6,137,184
 shares issued and outstanding at December 31,
 1999 and September 30,1999,respectively              6,190           6,137
Additional paid-in-capital                       11,584,392      11,536,718
Accumulated deficit                             (28,134,602)    (26,353,869)
Less shares in trust                               (227,500)       (227,500)
Less stock subscriptions receivable                 (10,000)        (10,000)
                                              -------------   -------------
     Total shareholders' deficit                (16,781,520)    (15,048,514)
                                              -------------   -------------
     Total liabilities and
      shareholders' deficit                   $   2,443,779   $   3,106,332
                                              =============   =============

The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.
                                        3

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
              For the Three Months Ended December 31, 1999 and 1998

                                                       Three Months Ended
                                                          December 31,
                                                       1999          1998
                                                  ------------  ------------
Net Revenues                                      $  6,548,529  $  1,027,078

Cost of sales                                        5,479,363       534,039
                                                  ------------  ------------
      Gross profit                                   1,069,166       493,039

Selling, administrative
 and other operating expenses                        1,473,328       645,235
Provision for recourse liability                     1,219,515       330,000
                                                  ------------  ------------
Operating loss                                      (1,623,677)     (482,196)

Other expense:
  Interest expense                                    (157,056)     (162,796)
  Gain on disposition of subsidiaries                      -         595,245
                                                  ------------  ------------

Net loss                                          $ (1,780,733) $    (49,747)
                                                  ============  ============

Net loss per share,
 basic and diluted                                $       (.29) $       (.01)
                                                  ============  ============

Weighted average number
 of shares outstanding,
 basic and diluted                                   6,170,463     6,155,218
                                                  ============  ============







The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                        4


<PAGE>


                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
              For the Three Months Ended December 31, 1999 and 1998

                                                        1999           1998
                                                   ------------   ------------

Net loss                                           $( 1,780,733)  $  (  49,747)

Adjustments to reconcile
 net loss to net cash used
 in operating activities:
   Depreciation and
    amortization                                          6,280          9,788
   Gain on disposition of subsidiaries                      -         (595,245)
   Provision for recourse liability                     344,000        330,000
 Changes in:
   Accounts receivable                                      -         (187,624)
   Notes receivable                                     279,314            -
   Related party payables                               733,349            -
   Prepaid expenses                                       4,783            -
   Inventory                                            206,281       (602,207)
   Accounts payable                                     103,514        611,591
   Accrued expenses                                     (39,284)           -
   Sales tax payable                                    305,664            -
   Line of credit                                       200,212        602,960
   Other                                                 16,027          1,700
                                                   ------------   ------------
       Total adjustments                              2,160,140        170,963
                                                   ------------   ------------
       Net cash provided by
        operating activities                            379,407        121,216
                                                   ------------   ------------

Cash flows from investing activities:
  Capital expenditures                                 ( 15,350)      (172,395)
                                                   ------------   ------------
     Net cash used in
      investing activities                             ( 15,350)      (172,395)
                                                   ------------   ------------





The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                        5

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
           CONDENDED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)
              For the Three Months Ended December 31, 1999 and 1998


                                                       1999          1998
                                                   -----------   -----------
Cash flows from financing activities:

  Principal payments
   on long-term debt                               $  (551,778)  $   (25,744)
  Additional borrowings                                  -           170,000
                                                   -----------   -----------
     Net cash provided (used) by
      financing activities                            (551,778)      144,256
                                                   -----------   -----------
Net increase/(decrease) in
  cash and cash equivalents                           (187,721)       93,077

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

Supplemental disclosures of cash flow information:

  Cash paid for interest                           $   157,056   $    10,914
                                                   ===========   ===========

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











The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.

                                        6

<PAGE>


                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)
              For the Three Months Ended December 31, 1999 and 1998


                                               1999          1998
                                           -----------   -----------
Non-cash transactions

  Stock issued for services                $    52,787   $     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.





The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements.


                                        7

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                December 31, 1999


NOTE 1.  BASIS OF PRESENTATION


In the opinion of the Company, the accompanying 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  month  periods  are not
necessarily  indicative  of the  results  to be  expected  from a full  year  of
operations.


These unaudited condensed  consolidated  financial  statements should be read in
conjunction  with the Company's  annual report on 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  months  ended  December  31,  1999 and the full  year  ended
September 30, 1999, the Company's  operations  were  negatively  impacted by the
poor performance of the automobile sales and financing subsidiaries. The Company
has a shareholder's  deficit of  approximately  $16,782,000 at December 31, 1999
and a history of operating  losses.  At December 31, 1999,  the Company also had
negative working capital of approximately $7,335,000.

Management's  plans to return to profitability are three-fold.  First, to divest
itself  of   non-productive   operations.   Second,  to  reduce  debt  and  make
arrangements to reduce the Company's  exposure to further  liability.  Third, to
generate higher quality notes  receivable.  The Company has no plans to purchase
note portfolios in the near term.

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.

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

                                       8

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                                December 31, 1999



NOTE 2.  NOTES RECEIVABLE

Notes receivable consist of the following at December 31, 1999 and September 30,
1999:


                                                     December 31,  September 30,
                                                          1999           1999
                                                    -------------  -------------

Notes receivable, secured by autos, interest
  rate from 24% to 27%, 36 month terms,
  maturing by 2002                                  $     788,052  $   1,217,317
Allowance for doubtful accounts                           156,960         79,926
Provision for discount on sale of notes receivable        173,015        400,000
                                                    -------------  -------------
                                                    $     458,077  $     737,391
                                                    =============  =============

The Company expects to sell its notes receivable within a year.


NOTE 3.  DISPOSITION OF SUBSIDIARIES


In December,  1998,  an  agreement  was reached  between the two  officers  (and
largest  shareholders)  of the Company and the largest  creditor of the Company.
The Company  agreed to take back  2,653,500  shares of common stock owned by the
two officers. In exchange,  the Company transferred and disposed of control over
certain  operations  of the  Company to  individuals  who were  officers  of the
Company.  The largest  creditor,  AutoPrime,  was tendered  1,091,113  shares of
common  stock and  6,578,485  shares of  preferred  stock,  in exchange  for the
conversion  of debt of  $6,081,042.  These  shares  were  placed  in  trust  for
AutoPrime. The Company further agreed to put certain shares in trust accounts to
help settle  other  liabilities  and  contingencies,  including  obligations  to
certain long-term bondholders.


NOTE 4.  LINE OF CREDIT


The Company currently has two lines of credit totaling $1,400,000 with AutoPrime
to purchase used and repossessed cars for resale on the Company lots. Both lines
of credit,  or flooring plans,  are secured 100% by the vehicle  inventory.  The
line to purchase used cars is for  $1,000,000 and bore interest at a rate of 15%
per annum at December 31,  1999.  The line to purchase  repossessed  cars is for
$400,000  and bears  interest at 12% per annum.  The current  agreements  expire
March 8, 2000.  There are certain  covenants in the agreements that allow for an
earlier  due date.  At  December  31, 1999 and  September  30 ,1999,  the amount
outstanding against the total was $1,397,133 and $1,196,921, respectively.

                                       9

<PAGE>

<TABLE>

<CAPTION>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                                December 31, 1999


NOTE 5.  LONG - TERM DEBT


Long - term debt at December 31, 1999 and  September  30, 1999  consisted of the
following:

                                                             December 31,   September 30,
                                                                  1999            1999
                                                            -------------   -------------
<S>                                                         <C>             <C>
Note payable, unsecured, for acquisition of car lot,
    payable in quarterly installments of $50,000,
    non-interest bearing, matures March 2000                $      84,000   $     134,000
Notepayable,  secured by retail installment notes,
    interest on matured, unpaid principal payable at
    12% per annum, matures December 1999                              -           473,445
Note payable, unsecured, for acquisition of finance
    servicing facility, payable in monthly installments
    of $9,444, non-interest bearing, matures May 2000              47,223          75,556
                                                            -------------   -------------
                                                                  131,223         683,001
Less current portion                                              131,223         683,001
                                                            -------------   -------------
                                                            $         -     $         -
                                                            =============   =============

</TABLE>


NOTE 6.  COMMITMENTS  AND CONTINGENCIES


The Company  leases  office space and auto lots under  non-cancelable  operating
lease  agreements which require payments of $17,109 per month and expire in June
2004.

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  (ranging  from 55% to
70%) and then to pay the  Company  an  additional  percentage  as a service  fee
(ranging from 20% to 37%) on all gross collections. The loss ratios of the notes
sold have been much greater  than  expected to date.  However,  with a change in
management and changes 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:

                                                   December 31,    September 30,
                                                        1999             1999
                                                  -------------    -------------
Total liability, including the contracts sold
   to related parties                             $  12,900,000    $  11,536,000

Recorded provision for recourse liability             3,228,000        2,884,000


                                       10

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                                December 31, 1999


NOTE 7.  STOCK TRANSACTIONS


In November 1999, the Company issued 52,787 shares of common stock at $ .001 par
value for consulting services.



NOTE 8.  RELATED PARTY TRANSACTIONS

In April and September  1999, the Company issued  promissory  notes to AutoPrime
totaling  $4,935,620 to restructure  payables to AutoPrime.  These notes require
monthly payments totaling  $100,000,  are due June 1, 2000 and incur interest at
9% per annum. At December 31, 1999 the balance on these notes was $4,235,620.




                                       11

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                                December 31, 1999


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

The Company operates "Buy Here - Pay Here" used car dealerships and underwrites,
finances and services retail  installment  contracts  generated by sales of used
cars by the Company's dealerships. The Company targets the non - prime borrowing
segment of the automobile  financing industry.  The Company finances much of its
operations  by  selling  the  contracts  to  various  lending  sources on a full
recourse basis.  The contracts are sold at a 30% to 45% discount and the Company
retains certain servicing income from collection of the contracts.

In fiscal 1999 the Company experienced a complete  transformation from 1998. The
operations and management were dramatically  changed.  Most of the used car lots
operated  in 1998  were  closed  and new lots  were  added so that at the end of
fiscal 1999 the Company was operating  five lots in total,  all of which were in
Texas. Three are in Dallas, one in Austin and one in Lufkin. A change of control
took  place  and a new  Chief  Executive  Officer  was  hired  who has put a new
management team in place. A loan servicing  operation was established  with four
offices, one in Kentucky and three in Texas. Both the level of car sales and the
volume  of  retail  installment  contracts  serviced  increased   significantly.
Although  the Company is in the same  business , the size,  focus and  direction
that  currently is in place bears little  resemblance to what existed at the end
of fiscal 1998.


                                       12

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                                December 31, 1999


General Discussion

Net sales of used cars continued the trend  established in the latter portion of
1999 and totaled  $6,123,000 in the first quarter of 2000,  compared to $813,000
in the comparable  period in 1999.  With five used car lots in operation for all
the 2000 first quarter,  volumes were representative of the operational capacity
available.

Service  fee  revenues   amounted  to  $426,000  in  the  2000  first   quarter,
approximately twice the level of $214,000 realized in the first quarter of 1999.
The 2000 result is also due to the  continuation  of the program put in place in
the latter part of 1999,  representing  a  significant  increase in the level of
loan servicing activity by the Company.

Gross  profit of  $1,069,166  in first  quarter 2000 was an increase in absolute
dollars over the  comparable  period in the prior year,  however the  percentage
relationship to sales declined to 16.3% from 48.0% in the prior year period.  In
addition,  there was also a decline from the 39.6% rate of the fourth quarter of
1999. This is attributable to the large portion of sales of repossessed units in
the sales mix of the  current  year  quarter  . Sales of  repossessed  units are
typically   lower  margin,   in   particular   because  of  the  high  level  of
reconditioning  expense  required.  The high level of repossessed units sales in
the  first  quarter  2000  sales  mix is  attributable  to the  large  number of
repossessed  units that  resulted from the  substantial  amount of loan defaults
that were experienced at the end of fiscal 1999.

Selling,  administrative and other operating expenses of $1,473,328  represented
22.5% of sales , a substantial  reduction  from the 62.8% level of one year ago.
As  significant  is that the most recent  quarter's  level is below the absolute
dollar level of fourth  quarter 1999,  and  approximately  10 percentage  points
below the percentage of sales rate  experienced in fourth quarter 1999.  This is
the  result of the cost  reduction  efforts  made in the  latter  part of fourth
quarter 1999.

The provision for recourse liability increased from $330,000 in first quarter of
1999 to $1,219,515 in the current  quarter.  The major  difference  results from
charges of  approximately  $864,000 in first quarter 2000 related to installment
loan defaults.  Although  improvements have been made, the Company still has not
achieved  the  desired  level  of  improvement  in the  performance  of the loan
portfolio on which it has a recourse obligation.

Interest  expense is  incurred  by the  Company in  connection  with its line of
credit that is used to floor purchased automobiles and from the outstanding note
payable to AutoPrime.

In December  1998,  an agreement  was reached  between two officers (and largest
shareholders)  of the  Company  and the largest  creditor  of the  Company.  The
Company  agreed to take back  2,653,500  shares  of  Common  stock  owned by the
officers.  In  exchange,  the Company  transferred  and disposed of control over
certain  operations of the Company to the officers and a gain on disposition was
recorded as a result.


LIQUIDITY


The Company  continues to be in a negative  working  capital  position and to be
dependent  on  AutoPrime  to provide the needed  working  capital to  supplement
internally  generated cash flow in funding operating needs of the Company.  As a
result of the  significant  changes made to operations  and management in fiscal
1999,  there has been a substantial  improvement in the cash flow performance of
the Company.  Management  believes that  AutoPrime  will continue to support the
working capital needs of the Company until such time as the Company becomes cash
self -sufficient.


                                       13

<PAGE>

                    AUTOCORP EQUITIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)
                                December 31, 1999


Effect of Inflation

The Company does not expect any material  negative  effect to operations from an
increase in the inflation rate.


Concentration of Risk

The  Company is reliant  on the  financing  supplied  by  AutoPrime.  Management
believes  that  because  of  the  related  party  relationship  with  AutoPrime,
Autoprime  will provide the  appropriate  support that will allow the Company to
continue to finance its automobile transactions.


Year 2000 Compliance

The Company  has  assessed  its need to address  and  prepare for the  potential
impact of the year 2000 on the ability of its computerized systems to accurately
process  information  that may be date sensitive.  Any programs that recognize a
date  using  "00" as the year 1900  rather  than the year 2000  could  result in
errors or system failures.  Modifications to and replacements of portions of the
Company's  software  have been made to address  this  issue.  In the  opinion of
management,  the changes  made will result in its computer  systems  functioning
properly with respect to dates in the year 2000 and thereafter



                                       14

<PAGE>

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

         Previously reported in Form 10-KSB, filed January 13, 2000.

Item 2.  Changes in Securities and Use of Proceeds

         Not Applicable.

Item 3.  Defaults Upon Senior Securities

         Not Applicable.

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

         Not Applicable.

Item 5.  Other Information

         Not Applicable.



Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits

               Attached as Exhibits are the following documents.

               27.  Financial data schedule.

          (b)  Reports on Form 8-K

               Not Applicable.




                                       15

<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 authorized.

                                           AutoCorp Equities, Inc.
                                           Registrant



Date:     February 18, 2000             By: /s/  Hunter Ennis
                                           -----------------------------------
                                                 Hunter Ennis
                                                 Secretary, Treasurer and
                                                 Director (Principal Financial
                                                 Officer)






                                       16


<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
</LEGEND>
<CIK>                         0000790066
<NAME>                        AutoCorp Equities, Inc.
<MULTIPLIER>                                           1
<CURRENCY>                                    US DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                            SEP-30-2000
<PERIOD-START>                               OCT-01-1999
<PERIOD-END>                                 DEC-31-1999
<EXCHANGE-RATE>                                        1
<CASH>                                           159,325
<SECURITIES>                                           0
<RECEIVABLES>                                    458,077
<ALLOWANCES>                                     329,975
<INVENTORY>                                    1,401,257
<CURRENT-ASSETS>                               2,085,180
<PP&E>                                           393,331
<DEPRECIATION>                                   (42,496)
<TOTAL-ASSETS>                                 2,443,779
<CURRENT-LIABILITIES>                          9,418,814
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                           6,190
<OTHER-SE>                                   (16,781,520)
<TOTAL-LIABILITY-AND-EQUITY>                   2,443,779
<SALES>                                        6,548,529
<TOTAL-REVENUES>                               6,548,529
<CGS>                                          5,479,363
<TOTAL-COSTS>                                          0
<OTHER-EXPENSES>                               1,473,328
<LOSS-PROVISION>                               1,219,515
<INTEREST-EXPENSE>                               157,056
<INCOME-PRETAX>                               (1,780,733)
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                           (1,780,733)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                  (1,780,733)
<EPS-BASIC>                                        (0.29)
<EPS-DILUTED>                                      (0.29)



</TABLE>


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