NATIONAL CAPITAL COMPANIES INC
10QSB, 2000-11-15
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(MARK ONE)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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: 0-24053


                      The National Capital Companies, Inc.
        (Exact name of small business issuer as specified in its charter)


            Nevada                                       88-0350154
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


18952 MacArthur Boulevard, Suite 300, Irvine, California                92612
        (Address of principal executive offices)                      (Zip Code)


                                 (949) 261-2101
                (Issuer's Telephone Number, including Area Code)


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  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.
[X] Yes     [_] No

As of November 14, 2000,  there were 7,651,550  shares of the issuer's $.001 par
value common stock issued and outstanding.

<PAGE>


                      THE NATIONAL CAPITAL COMPANIES, INC.


                              INDEX TO FORM 10-QSB
                    For the Quarter Ended September 30, 2000


<TABLE>
<CAPTION>
                                                                                       PAGE
                                                                                       ----
<S>                                                                                  <C>
PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

   Condensed Consolidated Balance Sheet as of September 30, 2000                       3 - 4

   Condensed Consolidated Statements of Operations for the Three Months and Nine
      Months Ended September 30, 2000 and 1999                                             5

   Condensed Consolidated Statements of Cash Flows for the Nine Months
      Ended September 30, 2000 and 1999                                                    6

   Notes to Condensed Consolidated Financial Statements                                7 - 9

Item 2. Management's Discussion and Analysis                                         10 - 13


PART II. OTHER INFORMATION
                                                                                          14
Item 1. Legal Proceedings

Item 2. Changes in Securities                                                             14

Item 3. Defaults Upon Senior Securities                                                   14

Item 4. Submission of Matters to a Vote of Security Holders                               14

Item 5. Other Information                                                                 14

Item 6. Exhibits and Reports on Form 8-K                                                  14

</TABLE>


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                      THE NATIONAL CAPITAL COMPANIES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET

                               September 30, 2000

                                   (UNAUDITED)

                   (In U.S. Dollars, except per share amounts)


                                     ASSETS

<TABLE>
<S>                                                                      <C>
Cash and cash equivalents                                                $ 1,186,000
Receivables from clearing organizations                                    1,042,000
Accounts receivable, net of allowance for doubtful accounts of $11,000       188,000
Other receivables                                                            397,000
Securities owned, at estimated fair value                                  1,586,000
Property and equipment, less accumulated depreciation of $102,000          1,148,000
Goodwill, less accumulated amortization of $451,000                        6,162,000
Other assets                                                                 534,000
                                                                         -----------

     Total assets                                                        $12,243,000
                                                                         ===========
</TABLE>


                                       3
<PAGE>


                      THE NATIONAL CAPITAL COMPANIES, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEET

                               September 30, 2000

                                   (UNAUDITED)

                   (In U.S. Dollars, except per share amounts)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts payable and accrued expenses                            $    580,000
  Commissions payable                                                 1,196,000
  Payable to clearing organizations                                     732,000
  Income taxes payable                                                  502,000
  Other liabilities                                                     212,000
  Due to affiliates                                                     300,000
  Notes payable                                                       1,500,000
                                                                   ------------

    Total liabilities                                                 5,022,000
                                                                   ------------

MINORITY INTEREST                                                       (78,000)
                                                                   ------------

STOCKHOLDERS' EQUITY
  Common stock
    $.001 par value,
    50,000,000 shares authorized
    7,561,550 shares issued and outstanding                               8,000
  Additional paid in capital                                          6,985,000
  Retained earnings                                                     306,000
                                                                   ------------

    Total stockholders' equity                                        7,299,000
                                                                   ------------

      Total liabilities and stockholders' equity                   $ 12,243,000
                                                                   ============


                                       4
<PAGE>


                      THE NATIONAL CAPITAL COMPANIES, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

                   (In U.S. Dollars, except per share amounts)


<TABLE>
<CAPTION>
                                             Three Months Ended September 30,     Nine Months Ended September 30,
                                              ------------------------------      ------------------------------
                                                  2000              1999              2000              1999
                                              ------------      ------------      ------------      ------------
<S>                                           <C>               <C>               <C>               <C>
NET REVENUES
  Commissions                                 $  5,795,000      $    197,000      $ 15,997,000      $    786,000
  Investment banking                               612,000           653,000         3,698,000         2,490,000
  Principal transactions                           391,000           718,000           814,000         2,366,000
  Other                                            541,000           355,000           581,000           431,000
                                              ------------      ------------      ------------      ------------

TOTAL NET REVENUES                               7,339,000         1,923,000        21,090,000         6,073,000
                                              ------------      ------------      ------------      ------------

EXPENSES
   Commissions, compensation and benefits        5,752,000         1,338,000        17,388,000         3,043,000
   General and administrative                    1,975,000           931,000         4,578,000         1,743,000
   Depreciation and amortization                   193,000            38,000           502,000            41,000
                                              ------------      ------------      ------------      ------------

TOTAL EXPENSES                                   7,920,000         2,307,000        22,468,000         4,827,000
                                              ------------      ------------      ------------      ------------

INCOME (LOSS) BEFORE INCOME TAXES                 (581,000)         (384,000)       (1,378,000)        1,246,000

PROVISION (BENEFIT) FOR INCOME TAXES
                                                  (250,000)         (130,000)         (402,000)          435,000
                                              ------------      ------------      ------------      ------------

NET INCOME (LOSS)                             $   (331,000)     $   (254,000)     $   (976,000)     $    811,000
                                              ============      ============      ============      ============

BASIC EARNINGS (LOSS) PER SHARE               $       (.04)           $.(16)      $       (.13)     $        .51
                                              ============      ============      ============      ============

DILUTED EARNINGS (LOSS) PER SHARE             $       (.04)           $.(16)      $       (.13)     $        .51
                                              ============      ============      ============      ============
</TABLE>


                                       5
<PAGE>


                      THE NATIONAL CAPITAL COMPANIES, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

                   (In U.S. Dollars, except per share amounts)


<TABLE>
<CAPTION>
                                                       Nine Months Ended September 30,
                                                       -------------------------------
                                                             2000             1999
                                                         -----------      -----------
<S>                                                      <C>              <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      $  (499,000)     $   977,000
                                                         -----------      -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES          776,000       (1,540,000)
                                                         -----------      -----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                                            (181,000)         924,000
                                                         -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          96,000          361,000

CASH AND CASH EQUIVALENTS, beginning of period             1,090,000          451,000
                                                         -----------      -----------

CASH AND CASH EQUIVALENTS, end of period                 $ 1,186,000      $   812,000
                                                         ===========      ===========


NON-CASH INVESTING AND FINANCING ACTIVITIES
  Business acquisitions
    Assets acquired                                      $ 3,714,000      $ 1,412,000
    Liabilities assumed                                   (3,424,000)        (271,000)
    Common stock issued                                     (290,000)        (167,000)
                                                         -----------      -----------

        Cash paid for acquisition                        $        --      $   974,000
                                                         ===========      ===========

SUPPLEMENTAL INFORMATION, CASH PAID FOR:
  Interest                                               $   100,000      $        --
                                                         ===========      ===========

  Income taxes                                           $        --      $        --
                                                         ===========      ===========
</TABLE>


                                       6
<PAGE>


                      THE NATIONAL CAPITAL COMPANIES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

                           September 30, 1999 AND 2000


NOTE 1 - ORGANIZATION

     On  February  4, 2000,  the Company  conducted  a  reorganization  with The
National Capital Companies,  Inc., an Oklahoma Corporation ("NCC").  Pursuant to
the  terms of a  Securities  Purchase  and Plan or  Reorganization  between  the
Company and the stockholders of NCC, the Company acquired all of the outstanding
capital stock of NCC in exchange for the issuance of 4,000,000  shares of common
stock to the former  stockholders of NCC.  Because the stockholders of NCC owned
approximately 61.5% of the outstanding shares of the common stock of the Company
after giving effect to the Reorganization, the acquisition of NCC was considered
a reverse  merger,  and the Company has been deemed the acquirer for  accounting
purposes.  As such, the equity of NCC has been carried  forward as the equity of
the Company.

     On March 9, 2000, the Company  acquired AISCO  Holdings,  LTD., an Illinois
corporation  ("AISCO").  AISCO  is a  full-service  financial  services  company
including brokerage, trading, investment advisory and insurance. Pursuant to the
Securities Purchase agreement, the Company acquired approximately eighty percent
(80%) of AISCO in exchange for approximately  818,000 shares of the Company. The
acquisition  has been accounted for under the purchase  method of accounting and
is intended to qualify as a tax-free  reorganization  under IRC ss.368(a)(1)(B).
The fair value of purchase  consideration of  approximately  $5,725,000 has been
allocated  to  tangible  and   identifiable   intangible   assets  acquired  and
liabilities  assumed based on their relative fair values. The excess of the fair
value of purchase consideration over assets acquired and liabilities assumed has
been allocated to goodwill and is being amortized on a straight-line  basis over
ten (10) years.

     The  following  pro  forma  results  of  operations  give  effect  to these
acquisitions as if the transactions had occurred January 1, 2000:

                                                              Nine Months
                                                                  Ended
                                                           September 30, 2000
                                                           ------------------
     Revenues                                                 $ 26,600,000
                                                              ============

     Net loss                                                 $   (811,000)
                                                              ============

     Loss per share                                           $       (.10)
                                                              ============

     The unaudited pro forma condensed consolidated statements of operations are
not necessarily  indicative of the operating results that would have occurred as
if these  acquisitions had occurred as of the beginning of the periods presented
and should not be construed as being representative of future operating results.


                                       7
<PAGE>


NOTE 2 - BASIS OF PRESENTATION

     The accompanying unaudited financial statements include the accounts of the
Company  and all of its  wholly  owned  and  majority  owned  subsidiaries.  All
significant  intercompany  transactions  have  been  eliminated.  The  unaudited
financial  statements  included  herein have been  prepared in  accordance  with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  301(b)  of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and nine month periods ended September 30, 1999
and 2000 are not necessarily  indicative of the results that may be expected for
the years ended December 31, 1999 and 2000.  Operating results for the three and
nine month periods  ended  September 30, 1999 were not reviewed by the Company's
independent   certified  public  accountants.   For  further  information,   the
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes thereto  included in the  Company's  annual report on Form
10-KSB for the year ended December 31, 1999, Form 8-K dated March 24, 2000, Form
8-K/A dated April 25, 2000 the and the  Company's  current  report on Form 8-K/A
dated November 6, 2000.

     The Company may receive, as additional consideration for the performance of
investment banking services,  warrants to acquire an equity interest in firms or
may lend to or make direct equity  investments in companies through its merchant
banking  activities.  Non-marketable  investments are recorded at fair value and
may result in the recognition of future  realized or unrealized  gains or losses
due to changes in their fair value.

     Four  subsidiaries  of the Company are subject to net capital  requirements
for  broker-dealers.  At September 30, 2000,  each  subsidiary was in compliance
with its net capital requirement.

NOTE 3 - EARNINGS PER SHARE

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share:

                                             Nine Months Ended September 30,
                                             -------------------------------
                                                   2000             1999
                                               -----------      -----------

     Net income (loss)                         $  (976,000)     $   811,000
                                               ===========      ===========

     Weighted average shares outstanding:
         Basic                                   7,561,550        1,585,000
                                               ===========      ===========

         Diluted                                 7,561,550        1,585,000
                                               ===========      ===========

         Basic earnings per share              $      (.13)     $       .51
         Diluted earnings per share            $      (.13)     $       .51


                                       8
<PAGE>


NOTE 4 - CONTINGENCIES

     The Company,  from time to time, is subject to legal proceedings and claims
which arise in the ordinary  course of its  business.  Management  believes that
resolution  of these  matters  will not have a  material  adverse  effect on the
Company's results of operations or financial condition.

     A  subsidiary  of the  Company  is also a  defendant  in four (4)  lawsuits
alleging  various  claims.  The  suits  ask  for  total  damages   approximating
$1,230,000  in actual  damages  plus  punitive  damages,  interest,  costs,  and
attorney fees. Outside counsel for the Company has advised that at this stage in
the proceedings, they cannot offer an opinion as to the probable outcomes.

NOTE 5 - SUBSEQUENT EVENT

     On October 12, 2000 the Company  entered into a definitive  agreement  with
MHK Investment Corporation,  a Nevada corportion ("MHK"), to purchase all of the
outstanding stock of InterFirst Capital  Corporation,  a California  corporation
("InterFirst"). To consummate the purchase the Company will issue 400,000 shares
of its common stock; assume certain financial liabilities of MHK, tender cash of
$2,250,000  and  issue a  promissory  note  to MHK in the  principal  amount  of
$2,500,000.  It is the Company's intent to close this transaction before the end
of the current  fiscal year and to include the  operations  of InterFirst in the
Company's   consolidated   financial  statements   thereafter.   The  InterFirst
transaction  is  conditioned   upon   Regulatory   approval  and  our  obtaining
acquisition funding.


                                       9
<PAGE>


Item 2. Management's Discussion and Analysis

Business of the Registrant.

     The  National  Capital  Companies,  Inc. is the  holding  company for seven
operating  subsidiaries.   The  Company,  through  its  subsidiaries,   operates
primarily  in  four  niches  of  the  securities  industry  including  brokerage
services,  investment banking and corporate finance,  trading and market making,
and money  management.  In addition,  we have operations  involved in securities
research, commodities brokerage, mortgage banking, insurance brokerage, merchant
banking, venture capital, and consulting.

     Through our  subsidiaries,  Travis  Morgan  Securities,  Inc.  and American
Investment  Services,  Inc., we provide  brokerage  services to individuals  and
institutions.  Trading  and market  making  activity  is  conducted  through our
subsidiary,  National  Capital,  LLC. We provide  professional  money management
through our subsidiaries Cornerstone Capital Management, Inc., and Dunhill Money
Management and Consulting.  Merchant  banking  services are provided through our
wholly owned  subsidiary,  National  Capital  Merchant Group,  Ltd where we make
proprietary  investments  for our  own  account.  AISCO  Agencies,  Inc.  is our
insurance  agency that offers  variable  annuities,  fixed  annuities,  variable
universal  life,  term life,  group life,  individual  health,  long-term  care,
disability  income and  supplemental  group benefits.  AISCO Futures Ltd. is our
introducing broker registered with the National Futures Association.

     The Company maintains offices in Dallas,  Texas,  Oklahoma City,  Oklahoma,
Colorado  Springs,  Colorado and Peoria,  Illinois.  Our  executive  offices are
located at 18952  MacArthur  Boulevard,  Suite 300,  Irvine,  California  92612;
telephone (949) 261-2101.

Results of Operations.

     On March 9, 2000, the Company acquired all of the outstanding Class A stock
of AISCO Holdings,  Ltd.  ("AISCO") which  represented  approximately 82% of the
outstanding common stock of AISCO.  Pursuant to the Stock Purchase Agreement and
plan of  Reorganization  dated  March 9, 2000 by and among the  Company  and the
Class A stockholders  of AISCO,  the Company issued 818,090 shares of its common
stock to the former  Class A  stockholders  of AISCO in exchange  for all of the
outstanding  Class A stock of AISCO.  The  operations of AISCO since the date of
its  acquisition  by  the  Company  are  included  in  the  Company's  condensed
consolidated financial statements contained in this report.

     We have  experienced and expect to continue to experience,  fluctuations in
quarterly  operating  results due to a variety of factors,  including the recent
AISCO  acquisition,  the value of our market-making  securities  positions,  the
volume of our market-making  activities,  volatility in the securities  markets,
overhead  and  other  expenses,  the  addition  or loss  of  sales  and  trading
professionals,  regulatory changes, the amount and timing of capital and general
economic  conditions.  If demand for our services  declines and we are unable to
adjust our cost  structure on a timely  basis,  our  operating  results could be
materially and adversely affected. We have experienced and expect to continue to
experience, some seasonality in our business.

     It is also expected that the change to decimalization in the NASDAQ trading
market will  further  narrow the spread  between  "bid" and "ask"  prices on the
stocks in which the Company's  broker-dealer  subsidiaries  make markets and may
adversely affect profitability per ticket. Management believes,  however that we
will be able to  capitalize  on the  increased  volatility  and liquidity in the
markets that  decimalization may bring about. In addition,  with the increase in
the number of brokers and traders, the Company anticipates being able to further
capitalize on its other financial  services such as investment banking and money
management

     Due to the foregoing factors,  period-to-period comparisons of our revenues
and operating results are not necessarily meaningful and such comparisons cannot
be relied upon as indicators of future performance.


                                       10
<PAGE>


     Total Net  Revenues.  Revenues  from  continuing  operations of the Company
increased by $5,416,000, or 282%, for the three months ended September 30, 2000,
as  compared  with  the  quarter  ended   September  30,  1999,   and  increased
$15,017,000,  or 247%, for the nine months ended  September 30, 2000 as compared
with the nine months  ended  September  30,  1999.  The  increase in revenues is
directly  attributable  to the Company's  acquisition of AISCO in March 2000 and
Cornerstone  Capital Management in June 1999. Without giving effect to the AISCO
acquisition  and  the net  revenue  on  principal  transactions,  the  Company's
revenues  would have been  approximately  $1,723,000  for the three months ended
September  30,  2000 as  compared  to  $1,923,000  for the  three  months  ended
September 30, 1999,  representing a decrease of approximately 11%. This decrease
primarily  results  from  the  decrease  in  the  Company's  investment  banking
revenues.  During  1999 and  through the first  quarter of 2000,  the  Company's
investment  banking  revenues were at all-time  highs due to favorable  economic
conditions  and  surging  venture  capital   infusions  into  U.S.   businesses,
particularly  within the internet and high  technology  industries.  The Company
expects investment banking activities to increase moderately going forward,  but
may not reach the record levels achieved during 1999. Principal transactions are
comprised of trading gains and losses and include both  realized and  unrealized
gains  and  losses  incurred  by the  Company  on its  securities  owned and are
generally  presented net. For the three months ended September 30, 2000, the net
revenue from principal  transactions was $391,000 as compared to $718,000 in net
revenue  for the  equivalent  period a year  ago.  This  decrease  was  directly
attributable to the volatility in the U.S. equity markets and the  corresponding
reduction in stock  prices of many U.S.  equities  during the second  quarter of
2000.  While the Company still holds many of the same securities it owned at the
close of the second and third  quarters of 2000, the decline in stock prices has
resulted in a lower portfolio  valuation  leading to unrealized losses which has
adversely  impacted the Company's overall net revenues.  Total revenue for AISCO
for the three months ended September 30, 2000 was approximately $5,225,000.

     Total Expenses.  Expenses of the Company increased by $5,613,000,  or 244%,
for the three months ended  September  30,  2000,  as compared  with the quarter
ended September 30, 1999, and increased $17,641,000 or 365%, for the nine months
ended  September 30, 2000, as compared with the nine months ended  September 30,
1999.  Overall,  this increase is due primarily to the Company's  acquisition of
AISCO in March 2000. Operational changes in expenses are set forth below.

     Commissions,  compensation and benefits  increased by $4,414,000,  or 330%,
and $14,345,000, or 471% for the three and nine months ended September 30, 2000,
respectively,  as compared  to the  equivalent  periods in the prior  year.  The
increases  in  this  expense  were  primarily   attributable   to  the  rise  in
compensation to the Company's traders and brokers as a result of the increase in
net trading revenue in terms of overall ticket and share volume.  With the AISCO
acquisition,  the Company added over 200 brokers and established branch managers
and traders in various states including Arizona, Colorado,  Michigan, and Texas.
As a result, not only did the Company's commissions increase,  but also its base
compensation  structure as well. Without giving effect to the AISCO acquisition,
the  Company's   commissions,   compensation   and  benefits   would  have  been
approximately $932,000 for the three months ended September 30, 2000 as compared
to  $1,338,000  for the three months ended  September 30, 1999,  representing  a
decrease of  approximately  30%. This decrease is primarily  attributable to the
corresponding  decrease in commission and investment  banking revenues offset by
an increase in the total number of employees.  Total  commissions,  compensation
and  benefits  for AISCO for the  three  months  ended  September  30,  2000 was
approximately   $4,820,000.   Overall,   the  total  number  of  employees   and
commissioned  brokers  increased to  approximately  310 as of September 30, 2000
from approximately 55 as of September 30, 1999. The Company's  acquisitions have
necessitated  the need to retain and attract  qualified  personnel to handle the
significant  increase in trade volume and  technological  requirements  that the
Company has experienced over the last year.


                                       11
<PAGE>


     General and administrative  expenses increased by $1,044,000,  or 112%, and
$2,835,000,  or 163% for the three and nine months  ended  September  30,  2000,
respectively,  as compared  with the same  periods in the  previous  year.  As a
percentage of revenue,  general and administrative expenses were 27% and 22% for
the three and nine months ended September 30, 2000, respectively, as compared to
48% and 29% for the same  periods  in the prior  year.  The  increases  in these
expenses were primarily due to the Company's  acquisition of AISCO.  As compared
to the previous  year with  offices in two (2) states,  the Company now operates
offices within thirty five (35) states throughout the country. In addition,  the
Company began taking a charge for goodwill  related to its  acquisitions  in the
amount of approximately $190,000 per quarter.  Goodwill represents the excess of
cost over the net assets  acquired and is being  amortized  over ten (10) years.
Other  general  and  administrative  expenses,  including  clearing  and related
brokerage charges,  increased as a result of the overall ticket volume and rates
with the Company's various clearing brokers. With its acquisitions,  the Company
expects to negotiate  more favorable  ticket rates with its contracted  clearing
brokers during the third and fourth quarters.  The remainder of the increases is
due to the  significant  growth in the volume of  business  and the  increase in
staff size.

     Net Income  (Loss).  Net income  (loss)  decreased by $77,000 for the three
months  ended  September  30,  2000 as  compared  with the  three  months  ended
September 30, 1999 and decreased  ($1,787,000)  for nine months ended  September
30, 2000 as compared  with the nine months ended  September  30,  1999.  Without
giving effect to the AISCO  acquisition,  the Company's net loss would have been
approximately ($343,000) for the quarter ended September 30, 2000 as compared to
the net loss of ($254,000)  for the same period a year ago. This decrease is due
primarily  to the  principal  transaction  portfolio  loss  as a  result  of the
significant volatility and downturn in the U.S. equity markets during the second
and third quarters of 2000.

Liquidity and Financial Condition.

     The  Company's  operations  have  generally  been  financed  by  internally
generated funds. The Company's tangible assets are liquid, consisting of cash or
assets convertible into cash  (principally,  securities  positions,  receivables
from brokers,  and cash). The Company  historically has generated  revenues from
its investment banking services,  from commissions on trades in which it acts as
a broker  and from  profits  on  trades  in  which it acts as a  principal.  The
Company's  revenues  and  financial  condition  are  substantially  dependent on
factors  outside its  control,  including  the level of activity in the national
securities markets, particularly the Nasdaq National Market and the OTC Bulletin
Board, as well as the strength of the overall economy

     As of September 30, 2000, the Company had approximately $815,000 of working
capital,  including  $995,000  in cash,  cash  equivalents  and  securities,  as
compared to  approximately  $285,000 of working capital as of December 31, 1999.
The Company  believes that its existing working capital is sufficient to finance
its current level of operations.  However, the Company believes that it requires
a minimum of  $500,000  in  additional  working  capital to finance  the planned
growth of its existing  operations.  In August 2000,  the Company  commenced the
private  placement  sale of up to $5,000,000  of shares of its common stock.  In
October 2000 the Company  amended that private  placement and reduced the dollar
limit to $2,500,000.  The Company has no commitments from any outside sources to
purchase its securities, and there can be no assurance that additional financing
will be available when needed on terms favorable to the Company or at all.

     During 2000, the Company has continued to make  significant  investments to
fund its future  growth and  increase  stockholder  value.  These  included  the
acquisition  of  AISCO  and  expenditures  of over  $150,000  for  computer  and
technological upgrades and other property.

     Cash  flows from  operations  will vary on a daily  basis as the  Company's
portfolio of marketable  securities  changes.  The Company's  ability to convert
marketable  securities  owned into cash is determined by the depth of the market
and the size of the Company's  securities positions in relation to the market as
a whole.  The portfolio  mix also affects the  regulatory  capital  requirements
imposed on the Company's broker-dealer subsidiaries,  which directly affects


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<PAGE>


the amount of funds available for operating, investing and financing activities.

Forward Looking Statements.

     This  report  contains  forward-looking  statements  that are  based on the
Company's  beliefs  as well as  assumptions  made by and  information  currently
available  to the  Company.  When  used in this  report,  the  words  "believe,"
"expect,"  "anticipate,"  "estimate,"  and similar  expressions  are intended to
identify  forward-looking  statements.  Such  statements  are subject to certain
risks, uncertainties and assumptions,  including without limitation, the overall
strength of the  national  securities  markets,  the  difficulties  faced by the
Company in assimilating its recently acquired businesses,  the Company's present
financial condition and the risks and uncertainties  concerning the availability
of additional  capital as and when required,  technological  changes,  increased
competition, and general economic conditions.  Should one or more of these risks
or uncertainties materialize,  or should underlying assumptions prove incorrect,
actual  results  may vary  materially  from  those  anticipated,  estimated,  or
projected.  The Company cautions potential investors not to place undue reliance
on any such forward-looking  statements,  all of which speak only as of the date
made.


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<PAGE>


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     A  subsidiary  of the  Company is a defendant  in a total of four  lawsuits
brought  by  different   investors   alleging  various  claims.   These  actions
collectively  seek  approximately  $1,230,000  in actual  damages plus  punitive
damages,  interest,  costs, and attorney fees. The Company intends to vigorously
defend itself in connection with these actions.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

     On February 20, 2000,  the Company filed a Current  Report on Form 8-K with
the  Securities  and Exchange  Commission to report the NCC  Reorganization.  On
April 25, 2000,  the Company  filed an amendment to that Form 8-K to include the
financial  statements of NCC as of December 31, 1999 and for the two years ended
December 31, 1999 and 1998.

     On March 30, 2000,  the Company filed a Current Report on Form 8-K with the
Securities and Exchange Commission to report the AISCO acquisition.  On November
10,  2000,  the  Company  filed an  amendment  to that Form 8-K to  include  the
financial  statements  of AISCO as of  December  31,  1999 and for the two years
ended December 31, 1999 and 1998.

     The following exhibits are contained in this 10-QSB:

     Exhibit No:                Description
     -----------                -----------
         27                     Financial Data Schedule


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<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated: November 13, 2000                THE NATIONAL CAPITAL COMPANIES, INC.


                                        By:  /s/ Tim A. Quintanilla
                                             --------------------------
                                             Tim A. Quintanilla

                                        Its: Chief Financial Officer


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