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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2001.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

[ ] 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: 000-31749

HISPANIC EXPRESS, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 95-4821102
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

5480 EAST FERGUSON DRIVE
COMMERCE, CALIFORNIA 90022
(Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (323) 720-8600

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK,
PAR VALUE $0.01 PER SHARE
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the Common Stock held by non-affiliates of the
Registrant based upon the closing sale price of the Common Stock on March 20,
2001, as reported on the Over the Counter Bulletin Board, was approximately
$852,000. Shares of Common Stock held by each executive officer and director and
each person owning more than 5% of the outstanding Common Stock of the
Registrant have been excluded in that such persons may be deemed to be
affiliates of the Registrant. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

Number of shares outstanding of the Registrant's Common Stock, as of March 20,
2001: 7,166,000.

TABLE OF CONTENTS

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.............................3

Section 16(a) Beneficial Ownership Reporting Compliance.......................4

ITEM 11. EXECUTIVE COMPENSATION......................................................5

Summary Compensation Table....................................................5

Stock Option Plan.............................................................6

Option Grants in Last Fiscal Year.............................................8

Aggregated Option Exercises in Fiscal Year 1999 and Fiscal Year-End
Option Values...............................................................9

Employment Agreements........................................................10

Supplemental Executive Retirement Plan.......................................10

Pension Plan Table...........................................................11

Compensation Committee Interlocks and Insider Participation..................11

Director Compensation........................................................11

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................................12

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................14

Contribution Agreement.......................................................14

Operating Agreement..........................................................14

Tax Sharing Agreement........................................................15

Service Mark License Agreements..............................................16

SIGNATURES...........................................................................17

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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following are the biographies of the current directors of Hispanic
Express, Inc. ("HXPR" or the "Company") current directors. There are no
arrangements or understandings among any of the directors or any other person
relating to their election as directors.

NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- --------------------------------- ----------------------------------------------------------------------------------------

Gary Cypres (57) M. Mr. Cypres has been our Chairman of the Board, Chief Executive Officer and President
since our formation. Mr. Cypres also currently serves as Banner Central Finance
Company's Chairman of the Board, Chief Executive Officer and Chief Financial
Officer. Mr. Cypres has also served as Central Financial's Chairman of the Board,
and Chief Executive Officer since its formation. Mr. Cypres has been Chairman of
the Board, Chief Executive Officer, President and Chief Financial Officer of
Banner Holdings and Banner's Central Electric since February 1991, Chairman of
the Board and Chief Executive Officer of Central Rents, Inc. since June 1994 and
managing general partner of West Coast since March 1990. Prior to that, Mr. Cypres was a
general partner of SC Partners, a private investment banking and consulting firm. From
1983 to 1985, Mr. Cypres was Chief Financial Officer of The Signal Companies. From 1973
to 1983, Mr. Cypres was Senior Vice President of Finance at Wheelabrator-Frye Inc.
Mr. Cypres was a member of the Board of Trustees and a faculty member of The Amos
Tuck School of Business at Dartmouth College.

Mr. Cypres spends that portion of his business time as may be required to oversee
our operations and to direct or implement our business strategies. Mr. Cypres will
continue to spend a portion of his business time as the managing general partner of West
Coast, as Chairman of the Board, Chief Executive Officer and Chief Financial
Officer of Banner's Central Electric, and as Chairman of the Board and Chief Executive
Officer of Central Rents, Inc. See "Certain Relationships."

Salvatore J. Caltagirone (58) Mr. Caltagirone has been one of our directors since our formation and a director
of Central Financial since September 1997. Mr. Caltagirone has been retired since
October 1994. From the fall of 1990 to October 1994, he was an employee of G.M.
Cypres & Company. From March 1987 to June 1990, he was employed as the Managing
Director of Henley Group.

Jose de Jesus Legaspi (47) Mr. Legaspi has been one of our directors since our formation and a director of
Central Financial since July 1996. Since 1980, Mr. Legaspi has been a principal of
and broker at The Legaspi Company, a full-service commercial real estate
brokerage firm. In addition, since 1992, Mr. Legaspi has been a principal of the FINCA
Property Management Company, a residential and commercial real estate management
company. Mr. Legaspi is also a Commissioner of the Los Angeles Department of Water and
Power.

William R. Sweet (63) Mr. Sweet has been one of our directors since our formation and a director of
Central Financial since September 1997. In July 1996, Mr. Sweet retired from his
position of Executive Vice President -- Wholesale Banking at Union Bank of
California, N.A., a position he had held since July 1985. Mr. Sweet currently serves
as a trustee of CNI Charter Funds.

These are the biographies of the Company's current executive officers,
except for Mr. Cypres, the Chairman, whose biography is included above under
"Directors." There are no arrangements or understandings among these individuals
relating to their election as officers.

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NAME AND AGE PRINCIPAL OCCUPATION AND BUSINESS EXPERIENCE
- --------------------------------- ----------------------------------------------------------------------------------------

Stephen J. Olmon (46) Mr. Olmon has been the President of our travel subsidiary, Centravel, Inc., since
May 10, 1999. Prior to joining us, Mr. Olmon was Vice President and General Manager of
Maritz Travel Company, Western Region from 1997 to 1998 and Vice President Maritz
Travel Company from 1974 to 1997.

Edward Valdez (49) Mr. Valdez has been our Senior Vice President of Credit since our formation and
Central Financial's Vice President of Operations ) and Senior Credit Manager
business since 1996. Prior to 1996, Mr. Valdez was Senior Credit Manager of
Central's small loan business. Mr. Valdez has been working for Central Finance or its
predecessors for over 30 years.

Donald Keys (48) Mr. Keys has been our Senior Vice President of Collections since our formation and held
the same position since September 1998 for Central Consumer. Prior to that, he held the
position of Vice President of Collections from February 1998 to September 1998 for
Central Consumer. From April 1997 to February 1998 he was Director of Special
Accounts for Sterling, Inc. From August 1996 to March 1997 he was Vice President of
Credit for Barrys, Inc. and from July 1991 to July 1997 he was Director of Credit for
Barrys, Inc.

Howard Weitzman (39) Mr. Weitzman has been our Chief Financial Officer since our formation and Chief
Financial Officer of our travel division, Centravel, Inc. since December 1996. From
October 1994 to December 1996, Mr. Weitzman was Controller of Central Rents, Inc. From
1984 to 1994, Mr. Weitzman spent ten years as a certified public accountant with
Coopers & Lybrand LLP in Los Angeles, California, most recently as Senior Manager.

Set for below are biographies of certain other significant employees of the Company.

Marvin A. Torres (39) Mr. Torres has been President of the Company's travel finance business since
December 1995. From April 1995 to December 1995, Mr. Torres was Vice President of
Operations for our travel finance business. From 1984 to 1995, Mr. Torres was Vice
President of Operations and General Manager at Solano Travel Service and Costa Rica
Holiday Tours in Los Angeles, California.

None of the directors or officers are related to each other by blood or
marriage and none of the directors or officers are involved in any legal
proceedings as described in Section 401(f) of Regulation S-K.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors, executive officers, and greater-than-10% stockholders to
file reports with the SEC reflecting changes in their beneficial ownership of
HXPR stock and to provide us with copies of the reports.

Based on our review of these reports and of certifications furnished to
us, we believe that all of these reporting persons complied with their filing
requirements for 2000.

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ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation for
each of the last three years paid or awarded to or earned by the Chief Executive
Officer of the Company and our four other most highly compensated executive
officers who received salary and bonus in excess of $100,000 in 2000
(collectively, the "Named Executive Officers")

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION (1) COMPENSATION
------------------------------ AWARDS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(2) COMPENSATION(3)
- ------------------------------------------- ---- -------- -------- ---------- ---------------

Gary M. Cypres (2) 2000 $252,291 -- 395,000 $150,000
Chairman of the Board, President and 1999 $227,291 $ 30,000 -- $77,000
Chief Executive Officer 1998 $191,875 $ 500 -- $77,000

Stephen J. Olmon 2000 $125,900 $ 14,000 50,000 --
President of Travel Division 1999 $ 83,750 $ 5,000 -- --
1998 -- -- -- --

Donald Keys 2000 $ 94,500 -- 25,000 --
Vice President of Collections 1999 $ 94,125 $ 7,000 -- --
1998 $ 76,731 $ 2,000 -- --

Howard Weitzman 2000 $110,688 $ 14,000 50,000 --
Vice President and Chief 1999 $107,720 $ 17,000 -- --
Financial Officer 1998 $104,189 $ 13,000 -- --

Edward Valdez 2000 $107,000 $ 7,500 60,000 --
Vice President of Credit 1999 $105,000 $ 15,000 -- --
1998 $ 98,750 $ 2,519 -- --

(1) Certain of our executive officers receive benefits in addition to salary
and cash bonuses. The aggregate amount of such benefits, do not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus of such Named
Executive.

(2) Consists of options granted at an exercise price of $1.53 per share on
February 28, 2001.

(3) Represents amounts accrued under the Supplemental Executive Retirement Plan
for Mr. Cypres.

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STOCK OPTION PLAN

Concurrent with the completion of the Plan on February 28, 2001, Central
Financial terminated its Stock Option Plan and all options granted under that
plan were terminated. The 2000 Stock Option Plan of Hispanic Express, or the
2000 Plan, has been approved by our Board of Directors and stockholders. The
2000 Plan provides that it is to be administered by a committee of the Board of
Directors, referred to as the Option Committee, consisting of at least two
independent directors. The Compensation Committee functions as the Option
Committee. The Option Committee has the authority, within limitations as set
forth in the 2000 Plan, to establish rules and regulations concerning the 2000
Plan, to determine the persons to whom options may be granted, the number of
shares of Common Stock to be covered by each option, and the terms and
provisions of the option to be granted, provided, that such grants shall conform
with Section 260.140.41 of the California Securities Code. Subject to the terms
set forth in the 2000 Plan, the Option Committee has the right to cancel any
outstanding options and to issue new options on such terms and upon such
conditions as may be consented to by the optionee affected.The following table
sets forth information concerning stock options granted during 2000.

A total of 1,100,000 shares are reserved for issuance under the 2000
Plan. No individual may be granted options under the 2000 Plan with respect to
more than 550,000 shares during the duration of the 2000 Plan. Hispanic Express
granted 797,000 shares of Common Stock to eligible participants under the 2000
Plan effective February 28, 2001, including options to certain executive
officers as set forth below. Options granted pursuant to the 2000 Plan vest over
two different time periods. Options granted which equal the number of options
granted to executive officers and employees under the Central Financial Stock
Option Plan vest as they would have been vested under the Central Financial
Stock Option Plan at the time of distribution, except for those officers and
employees which had been with Central Financial or its predecessor company for a
period in excess of 5 years, which shall be 60% vested in total options granted
to them. Options granted to executive officers and employees which exceed the
amounts granted to them under the Central Financial Stock Option Plan vest in
such options over a five-year period in equal annual amounts. Upon the
effectiveness of these grants, 303,000 shares of Common Stock remain available
for future grants of options under the 2000 Plan.

The number of shares which may be granted under the 2000 Plan or under
any outstanding options will be proportionately adjusted in the event of any
stock dividend or if the Common Stock shall be split up, combined,
recapitalized, converted, exchanged, reclassified or in any way substituted.
Subject to the terms of the 2000 Plan, and in the event of a recapitalization,
merger, consolidation, rights offering, separation, reorganization or
liquidation, or any other change in our corporate structure or outstanding
shares, the Option Committee may make such equitable adjustments to the number
and class of shares available under the 2000 Plan or to any outstanding options
as it shall deem appropriate to prevent dilution or enlargement of rights. The
maximum term of any option granted pursuant to the 2000 Plan is ten years. In
general, shares subject to options granted under the 2000 Plan which expire,
terminate or are canceled without having been exercised in full become available
again for options grants.

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The class of eligible persons under the 2000 Plan consists of directors
and employees of, and consultants to, us or a parent or subsidiary of ours, as
determined by the Option Committee, except that Non-Employee Directors can only
receive fixed grants of options under the terms set forth in the 2000 Plan. See
"Compensation of the Board of Directors." Options granted under the 2000 Plan
may be incentive stock options, or ISOs, or non-qualified options, at the
discretion of the Option Committee; however, ISOs can only be granted to our
employees or a parent or subsidiary. The 2000 Plan provides that the exercise
price of an option (other than Non-Employee Director's option) is fixed by the
Option Committee on the date of grant; however, the exercise price of an ISOs
must be not less than the fair market value of the Common Stock on the date of
the grant. The exercise price of an ISOs granted to any participant who owns
stock possessing more than 10% of the total combined voting power of all classes
of our outstanding stock must be at least equal to 110% of the fair market value
of the Common Stock on the date of grant and the rate of exercise shall be at
least twenty percent per year over five years. Any ISOs granted to such
participants also must expire within five years from the date of grant.
Additionally, options granted under the 2000 Plan will not be ISOs to the extent
that aggregate fair market value of the shares with respect to which ISOs under
the 2000 Plan (or under any other plan maintained by us or a parent or
subsidiary of ours) first become exercisable in any year exceeds $100,000. No
options shall be granted under the 2000 Plan or after the tenth anniversary of
the adoption of the 2000 Plan.

Options are non-transferable and non-assignable except by will, the laws
of descent and distribution, by instrument to an inter vivos or testamentary
trust in which the Options are to be passed to beneficiaries upon the death of
the trustor (settlor), or by gift to "immediate family" as defined in 17 C.F.R.
240.16a-1(e). Options (other than Non-Employee Director's options) are
exercisable by the holder thereof subject to terms fixed by the Option
Committee. However, no option can be exercised until at least six months after
the date of grant.

Notwithstanding the above, an option is exercisable immediately upon the
happening of any of the following (but in no event during the six-month period
following the date of grant or subsequent to the expiration of the term of an
option): (1) the holder's retirement on or after attainment of age 65; (2) the
holder's disability or death; (3) a "change of control" (as defined in the 2000
Plan) of us while the holder is in the employ or service of Hispanic Express; or
(4) the occurrence of such special circumstances or events as the Option
Committee determines merits special consideration, except with respect to
Non-Employee Directors' options, by such other method as the Option Committee
may permit from time to time.

If an option holder terminates employment with us or service as one of
our directors or as our consultant while holding an unexercised option, the
option is terminated 30 days after such termination of employment or service
unless the option holder exercises the option within such 30-day period.
However, all options held by an option holder terminate immediately if the
termination is a result of a violation of such holder's duties. If cessation of
employment or service is due to retirement on or after attainment of age 65,
disability or death, the option holder or such holder's successor-in-interest,
as the case may be, is permitted to exercise any option within three months
after retirement or within one year after disability or death.

The 2000 Plan may be terminated and may be modified or amended by the
Option Committee or the Board of Directors at any time; provided, however, that
(1) no modification or

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amendment either increasing the aggregate number of shares which may be issued
under options or to any individual or modifying the requirements as to
eligibility to receive options will be effective without stockholder approval
within one year of the adoption of such amendment; and, (2) no such termination,
modification or amendment of 2000 Plan will alter or affect the terms of any
then outstanding options without the consent of the holders thereof.

The Company did not grant any options during the year ended December 31,
2000, however, upon completion of the liquidation of Central Financial on
February 28, 2001, the Company granted stock options in exchange for the
previously existing options to purchase Central Financial's common stock. The
following tables set forth information concerning these stock option grants.

OPTION GRANTS ON FEBRUARY 28, 2001
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------- VALUE
PERCENT OF AT ASSUMED ANNUAL
NUMBER TOTAL RATES OF STOCK
OF OPTIONS APPRECIATION FOR
SECURITIES GRANTED TO OPTION TERM(1)
UNDERLYING EMPLOYEES EXERCISE EXPIRATION ------------------
NAME GRANTED IN 2001 PRICE(2) DATE 5% 10%
---------- ---------- -------- ---------- ------ -------

Gary M. Cypres 395,000 49.56% $ 1.53 02/28/11 $ -0- $98,750
Stephen J. Olmon 50,000 6.27% $ 1.53 02/28/11 $ -0- $12,500
Edward Valdez 60,000 7.53% $ 1.53 02/28/11 $ -0- $15,000
Donald Keys 25,000 3.14% $ 1.53 02/28/11 $ -0- $ 6,250
Howard Weitzman 50,000 6.27% $ 1.53 02/28/11 $ -0- $12,500
William Sweet 18,000 2.26% $ 1.53 02/28/11 $ -0- $ 4,500
Jose de Jesus Legaspi 18,000 2.26% $ 1.53 02/28/11 $ -0- $ 4,500
Salvatore Caltagirone 18,000 2.26% $ 1.53 02/28/11 $ -0- $ 4,500

(1) The amounts shown are hypothetical gains based on the indicated assumed
rates of appreciation of the common stock, compounded annually over a
ten-year period and assuming that the first trading price $0.69 was the
market value of each share on the date of the grant. The actual value, if
any, that an executive receives from a stock option will depend upon the
amount by which the market price of our common stock will appreciate at any
particular rate or at all in future years.

(2) The exercise price may be paid in cash, or at the discretion of the
Company's Compensation Committee, by tendering shares of HXPR common stock,
or the delivery of an irrevocable direction to a securities broker to sell
shares and deliver the sale proceeds to HXPR in payment of all or part of
the exercise price, instead of cash.

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FISCAL YEAR-END 2000 OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at 02/28/01 Options at 02/28/01(1)
-------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ----------- ------------- ----------- -------------

Gary M. Cypres 237,000 158,000 -- --

Stephen J. Olmon 4,000 46,000 -- --

Edward Valdez 36,000 24,000 -- --

Donald Keys 10,000 15,000 -- --

Howard Weitzman 30,000 20,000 -- --

William Sweet 7,200 10,800 -- --

Jose de Jesus Legaspi 7,200 10,800 -- --

Salvatore Caltagirone 7,200 10,800 -- --

(1) None of the options were in the money based upon the $0.69 per share stock
price of HXPR common stock on March 20, 2001, the first day the Company's
stock traded.

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EMPLOYMENT AGREEMENTS

Mr. Cypres has entered into a employment agreement with us, under which,
Mr. Cypres will serve as our Chairman of the Board, Chief Executive Officer and
President for a period of five years at a base salary of $325,000 for the period
from January 1, 2001 to December 31, 2001, and then receive minimum yearly
increases of $25,000 per annum until December 31, 2005. Mr. Cypres will spend
that portion of his business time as may be required to oversee our operations
and to direct or implement our business strategies. Mr. Cypres' agreement also
provides that he will participate in the defined benefit Supplemental Executive
Retirement Plan (as amended), or the SERP Plan, that we have assumed liability
for from Central Financial.

If Mr. Cypres is terminated "for cause," which definition generally
includes termination due to his willful gross failure to perform his duties
under the employment agreement, Mr. Cypres' personal dishonesty or breach of his
fiduciary duties or the employment agreement, then we are obligated to pay him
only his base salary up to the date upon which we notify him of his termination
"for cause." If Mr. Cypres is terminated without "cause," becomes disabled or
dies, then we are obligated to pay him or his estate, commencing immediately, a
lump sum payment equal to his base salary for the remaining term of the
employment agreement and to pay him or his estate

Except as described above, we have not entered into employment
agreements with any other of our executive officers or other members of
management.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In June 1996, Central Financial adopted the SERP Plan, which provided
supplemental retirement benefits to certain key management and employees. Upon
Central Financial's liquidation on February of 2001. We assumed liability for
Central Financial's SERP Plan, including increases in future compensation by us
which will be reflected in the calculations of the final average compensation as
defined under the SERP Plan.

To vest in the SERP Plan, an employee must have at least 10 years of
service with us, including five years subsequent to the adoption of the plan. In
1996, Mr. Cypres was credited with 10 years of service with us and was treated
as having fulfilled his post-adoption service on December 31, 1997 by acting as
President and Chief Executive Officer of Central Financial through such date.
The Board of Directors determines participation in the SERP Plan. The SERP Plan
benefits are a function of length of service with us and final average
compensation (average monthly compensation during the 36 consecutive months of
the last 60 months of the participant's employment that produces the highest
average compensation, including salary and bonus).

Benefits are equal to a targeted percentage of final average
compensation as determined by the Board of Directors upon selection of the
employee to participate in the SERP Plan. In no case will the rate exceed sixty
percent (60%) of the final average compensation as of the date of the
participant's retirement or termination of employment, multiplied by the ratio
of the actual years of service as of the applicable event to the participant's
years of service projected to the participant's normal retirement date (the
first day of the month after the participant attains age

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60). The SERP Plan also contains a cost of living adjustment not to exceed 6%
per annum. A vested participant who terminates employment at or after his normal
retirement date will receive the full targeted percentage of his final average
compensation. The SERP Plan benefit is reduced, however, by the annuity value of
the participant's benefit under the Profit Sharing Plan. At December 31, 2000,
only Mr. Cypres was a participant in the SERP Plan.

The following table shows the estimated annual retirement benefits
payable under the SERP Plan upon a participant's normal retirement date on a
straight life annuity basis, based upon a 60% benefit rate before any applicable
offset for benefits received under the Profit Sharing Plan.

PENSION PLAN TABLE

YEARS OF SERVICE
-----------------------------------------------------
REMUNERATION 10 15 20 25 30 OR MORE
-------- -------- -------- -------- ----------

$250,000............................. $150,000 $150,000 $150,000 $150,000 $150,000
275,000............................. 165,000 165,000 165,000 165,000 165,000
300,000............................. 180,000 180,000 180,000 180,000 180,000
325,000............................. 195,000 195,000 195,000 195,000 195,000

As of December 31, 2000, Mr. Cypres was fully vested under the SERP
Plan, with a 60% benefit rate based upon his final average compensation.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee consists of Messrs. Sweet and Caltagirone.
None of the members of the compensation committee is or has served us an officer
or employee of HXPR or any of its subsidiaries. None of our executive officers
currently serves as a director or member of the compensation committee of
another entity or of any other committee of the board of directors of another
entity performing similar functions.

DIRECTOR COMPENSATION

We pay our Members of Board of Directors who are not also employees of
Hispanic Express, referred to as the Non-Employee Directors, an annual fee of
$15,000. Members of the Board of Directors who are our employees do not receive
any Directors' fees. In addition, we may reimburse members of the Board of
Directors for expenses incurred in connection with their activities on our
behalf. Non-Employee Directors also each received options to purchase 18,000
shares of Common Stock at an exercise price of $1.53 per share as determined by
the Board of Directors on February 28, 2001, under the 2000 Stock Option Plan.
All options granted to the Non-Employee Directors are 40% vested with remaining
balance to vest in equal annual installments over 3 years beginning on the date
of grant, subject to continued service on the Board of Directors; however, no
option can be exercised until at least six months after the date of grant. We
have entered into agreements with all directors pursuant to which we have agreed
to indemnify them against certain claims arising out of their services as
directors. Directors are also entitled to the protection of certain
indemnification provisions in our Certificate of Incorporation and Bylaws.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of April 23, 2001, all persons or entities
we know to be "beneficial owners" of more than five percent of our common
stock.(1) This information is based on Company information and Schedules 13D and
13G reports filed with the SEC by each of the persons and entities listed in the
table below.

COMMON STOCK
BENEFICIALLY OWNED(1)
---------------------------
NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER(2) SHARES(3) CLASS(4)
-------------------------------------------------------- --------- ----------

WFC Holdings Corporation ............................... 1,287,484 18.0%
Gary M. Cypres(5) ...................................... 1,167,999 16.3%
Carpenters Pension Trust for Southern California ....... 702,115 9.8%
Wellington Management Company, LLP(6) .................. 684,200 9.6%
GIC Special Investments PTE LTD ........................ 380,020 5.3%

(1) "Beneficial ownership" is a technical term broadly defined by the SEC to
mean more than ownership in the usual sense. So, for example, you
"beneficially" own HXPR common stock not only if you hold it directly, but
also if you directly or indirectly (through a relationship, a position as a
director or trustee, or a contract or understanding), have (or share) the
power to vote the stock, to invest it, to sell it or you currently have the
right to acquire it or the right to acquire it within 60 days of April 23,
2001.

(2) The address for WFC Holdings Corporation is 555 Montgomery Street, 17th
Floor, San Francisco, CA 94111, the address for Mr. Cypres is 5480 East
Ferguson Drive, Commerce, California 90022, the address for Carpenters
Pension Trust for Southern California is 520 Virgil Avenue, 3rd Floor, Los
Angeles, CA 90022, the address for Wellington Management Company, LLP
("WMC"), is 75 State Street, Boston, Massachusetts 02109 and the address
for GCI Special Investments PTE LTD is 255 Shoreline Drive, Suite 600,
Redwood City, CA 90465.

(3) Except as otherwise noted below, each person and entity named in the table
directly or indirectly has sole voting and investment power with respect to
the shares shown which each such person or entity beneficially owns.

(4) Shares of HXPR common stock issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001 are considered outstanding for
computing the percentage of the person or entity holding those options but
are not considered outstanding for computing the percentage of any other
person or entity.

(5) Consists of 723,182 shares held of record by Cypres Investment Holdings LP,
105,317 shares held directly by G.M. Cypres Investments, LP, 77,500 shares
held directly by Mr. Cypres, 12,500 shares held directly by Mr. Cypres'
spouse and 12,500 shares held by or in trust by Mr. Cypres and his spouse
for their children. An additional 237,000 shares is included representing
options exercisable within 60 days of April 23, 2001. Of the 1,167,999
shares, Mr. Cypres shares voting and investment power of 25,000 shares with
his spouse.

(6) Based on a Schedule 13G filed with the SEC on February 14, 2001. These
shares are held of record by WMC's clients. Of the 684,200 shares, WMC
shares the power to vote 114,000 of these shares and shares the power to
dispose of all of these shares in its capacity as investment advisor to
these clients.

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The following table shows, as of April 23, 2001, the HXPR common stock
that our directors and executive officers beneficially own and those shares of
common stock owned by all executive officers and directors as a group.

COMMON STOCK
BENEFICIALLY OWNED(1)
--------------------------
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES(2) CLASS(3)
----------------------------------------------- --------- ----------

Gary M. Cypres (4) ............................ 1,167,999 16.3%
Edward Valdez (5) ............................. 36,000 *
Steve J.Olmon(6) .............................. 4,000 *
Howard Weitzman(7) ............................ 30,000 *
Donald Keys(8) ................................ 10,000 *
William R. Sweet(9) ........................... 8,200 *
Jose de Jesus Legaspi(10) ..................... 7,200 *
Salvatore J. Caltagirone (11) ................. 7,200 *
All directors and executive officers as
a group (8 persons) (12) ...................... 1,270,599 17.7%

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

* Less than 1%.

(1) See footnote 1 in table included above at page 12.

(2) Except as otherwise noted below, each individual named in the table
directly or indirectly has sole voting and investment power with respect to
the shares shown which each such individual beneficially owns.

(3) Shares of HXPR common stock issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001 are considered outstanding for
computing the percentage of the person holding those options but are not
considered outstanding for computing the percentage of any other person.

(4) Consists of 723,182 shares held of record by Cypres Investments Holdings,
L.P., 105,317 shares held of record by G.M. Cypres Investments, L.P.,
77,500 shares held directly by Mr. Cypres, 12,500 shares held directly by
Mr. Cypres' spouse and 12,500 shares held by or in trust by Mr. Cypres and
his spouse for their children. An additional 237,000 shares is included
representing options exercisable within 60 days of April 23, 2001. Of the
1,167,999 shares, Mr. Cypres shares voting and investment power of 25,000
shares with his spouse.

(5) Consists of 36,000 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

(6) Consists of 4,000 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

(7) Consists of 30,000 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

(8) Consists of 10,000 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

(9) Consists of 1,000 shares directly owned by Mr. Sweet and 7,200 shares
issuable upon exercise of stock options exercisable within 60 days of April
23, 2001.

(10) Consists of 7,200 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

(11) Consists of 7,200 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

(12) Consists of 338,600 shares issuable upon exercise of stock options
exercisable within 60 days of April 23, 2001.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On September 6, 2000, the Board of Directors of Central Financial
Acceptance Corporation, or Central Financial, approved a Plan of Complete
Dissolution, Liquidation and Distribution, or the Plan, which provided for the
dissolution and liquidation of Central Financial, and the liquidating
distribution to its stockholders of all the common stock of its two wholly-owned
subsidiaries, one of which is our company, Hispanic Express, Inc. or Hispanic
Express and the other of which is Banner Central Finance Company, or Banner
Central Finance. Hispanic Express and Banner Central Finance were formed on
September 5, 2000 to accomplish the Plan. On February 28, 2001, the Plan was
completed and Central Financial was dissolved and liquidated.

In connection with the Plan, we entered into various agreements with
Central Financial and Banner Central Finance for the purpose of defining our
ongoing relationships among the entities. Because Central Financial controlled
Banner Central Finance and us, these agreements did not result from arm's-length
negotiations. We believe, however, that these agreements are at least as
favorable to us as those that could have been obtained from independent third
parties.

CONTRIBUTION AGREEMENT

We entered into a contribution agreement, referred to as the Contribution
Agreement, with Central Financial. The Contribution Agreement covered the
following:

Contribution of Central Financial Subsidiaries. The Contribution
Agreement provides for the contribution of certain of the assets and businesses
of Central Financial to us. Specifically: Central Financial contributed to our
company all of the issued and outstanding capital stock of Central Consumer
Finance Company, Centravel, Inc. and BCE Properties I, Inc. Central Consumer
Finance Company has four wholly-owned subsidiaries, namely, Central Check
Cashing, Inc., Central Financial Acceptance Corporation Accident & Health
Reinsurance, Limited, Central Finance Reinsurance, Ltd. and Central Consumer
Company of Nevada.

OPERATING AGREEMENT

Hispanic Express and Banner Central Finance have entered into an
agreement, referred to as the Operating Agreement, which covers the following
matters:

Allocation of Business Opportunities. Due to the potential conflicts of
interest resulting from the relationships among Hispanic Express and Banner
Central Finance, the Operating Agreement provides that Hispanic Express and its
subsidiaries and Banner Central Finance and its subsidiaries will not, without
prior written consent of each other, directly or indirectly, engage in or enter
any business which the other is currently engaged in.

Management and Other Services. The Operating Agreement provides that
Hispanic Express and its subsidiaries are obligated to provide to Banner Central
Finance and its subsidiaries and Banner Central Finance and its subsidiaries are
obligated to utilize, certain services, including management information
systems, employee benefit plans, legal and accounting, insurance, computer and
data processing systems. These arrangements will continue

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until terminated by Hispanic Express or Banner Central Finance upon one-year's
prior written notice. Termination may be made on a service-by-service basis or
in its entirety. Banner Central Finance agrees to pay Hispanic Express its
actual cost of providing services to Banner Central Finance. If such services
involve an allocation of expenses, Hispanic Express shall determine the
allocation on the basis of the percentage utilization of such service or
Hispanic Express' management's best estimate thereof.

Employee Benefits. The Operating Agreement provides that Hispanic
Express and Banner Central Finance assumed all liabilities under the existing
employee welfare benefit and profit sharing plans of Central Financial with
respect to the employees of Hispanic Express and Banner Central Finance and
their subsidiaries who have become employees of each company. The Operating
Agreement also provides that the employment by Hispanic Express and Banner
Central Finance of individuals who were employees of Central Financial and the
subsidiaries prior to the Distribution will not be deemed a severance of
employment from Central Finance and the subsidiaries for the purpose of any
policy, plan, program or agreement that provides for the payment of severance,
salary continuation or similar benefits. The Operating Agreement also provides
for Hispanic Express to assume the liability for Central Financial's
Supplemental Executive Retirement Plan.

Guaranty of Banner Central Finance Debt. The Operating Agreement
provides that so long as the Financing Agreement is in effect Hispanic Express
will guarantee up to $4 million of bank or similar financing which Banner
Central Finance may borrow in connection with the purchases of consumer
receivables generated from Banner's Central Electric.

TAX SHARING AGREEMENT

Central Financial, Hispanic Express and Banner Central Finance have
entered into a tax sharing agreement, referred to as the Tax Sharing Agreement,
providing for:

- - the payment of federal, state and other income tax remittances or refunds
for periods during which Hispanic Express and Banner Central Finance are
included in the same consolidated group for federal income tax purposes;

- - the allocation of responsibility for the filing of such tax returns;

- - the conduct of tax audits and the handling of tax controversies; and

- - various related matters.

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For periods during which Hispanic Express and Banner Central Finance
were included in Central Financial's consolidated federal and state income tax
returns, Hispanic Express and Banner Central Finance are each be required to pay
its allocable portion of the consolidated federal, state and other income tax
liabilities and are entitled to receive refunds determined as if Hispanic
Express and Banner Central Finance and its subsidiaries had filed separate
income tax returns. With respect to Central Financial's liability for payment of
taxes for all periods during which Hispanic Express and Banner Central Finance
were so included in Central Financial's consolidated federal income tax returns,
Hispanic Express and Banner Central Finance will indemnify Central Financial for
all federal, state, and other income tax liabilities for such periods. February
28, 2001 is last day on which Hispanic Express and Banner Central Finance are
required to be included in Central Financial's consolidated federal income tax
returns.

SERVICE MARK LICENSE AGREEMENTS

Banner's Central Electric, on the one hand, and each of Hispanic
Express, Banner Central Finance and Central Rents, Inc., an affiliate of Central
Financial, on the other hand, have entered into separate service mark license
agreements, collectively referred to as the Service Mark License Agreements.
Under the Service Mark License Agreements, Banner's Central Electric grants to,
as applicable, Hispanic Express, Banner Central Finance and Central Rents and
each of their subsidiaries, whether such subsidiaries exist now or come into
existence at a later time, the right to license the federally registered
trademark "CFAC." The Service Mark License Agreements are non-exclusive and each
has an initial term of one year. The Service Mark License Agreements can be
terminated by any applicable party to it upon one year's written notice, and
Banner's Central Electric can terminate the Service Mark License Agreements at
any time if there is a change in control of Hispanic Express, Banner Central
Finance or Central Rents.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized this 27th day of
April 2001.

HISPANIC EXPRESS, INC.

By: /s/ Gary M. Cypres
----------------------------------------
Gary M. Cypres
Chairman of the Board of Directors