FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to ____________
Commission File Number: 0-8149
SOUTHWEST CAPITAL CORPORATION
(Exact of small business issuer in its charter)
New Mexico 85-0272154
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)
1650 University Blvd., N.E., Suite 100, Albuquerque, New Mexico 87102
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: 505-243-4949
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$No Par Value Common Stock
(Title of Class)
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____.
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $79
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. (See definition of affiliate in Rule 12b-2 of the Exchange Act). $711,291
on March 15, 1996.
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: $no par value common stock as
of March 15, 1996: 1,568,791
PART I
Item 1. Business.
Company's Historic Development.
Southwest Capital Corporation (the "Company") was formed in 1964 under the
laws of the State of New Mexico as a small loan company. During 1977, the
Company quit the small loan business and began purchasing contracts receivable
secured by real estate. In January of 1976, the Company formed a subsidiary
corporation under the laws of the State of New Mexico, Southwest Capital
Investments, Inc., which, in April of 1976, was granted authority to participate
in the Small Business Administration's Small Business Investment program. In
January of 1980, the Company acquired a California corporation which was in the
business of making small loans to small businesses. Subsequently, this
subsidiary was consolidated with Southwest Capital Investments, Inc. and
relocated to the company's corporate offices in Albuquerque, New Mexico.
Southwest Capital Investments, Inc. was managed by the Company as a Small
Business Investment Company through the date of its disposal by the Company as
discussed below.
The Company operated Southwest Capital Investments, Inc., ("SCII") as a
small business investment company ("SBIC") licensed with the Small Business
Administration ("SBA") and the Company was a Business Development Company
("BDC") under the Investment Company Act of 1940 (the "40 Act"). SCII's income
and assets continually declined and in April, 1989, it was informed by the SBA
that its capital was impaired.
Management was unable to find additional capital for SCII and determined
that it would be in the Company's best interest to divest itself of SC1I and to
acquire a new business. Following the decision to sell SCII, Martin J. Roe, the
Company's President and a Director, offered to exchange 125,000 shares of
Company common stock, which occured following approval by the SBA of the
transfer of the license to Mr. Roe. Subsequently, in 1991 SCII surrendered its
license to SBA and began a liquidation of its assets under the supervision of
the SBA.
Effective June 30, 1989, the Company acquired all of the issued and
outstanding common stock of Beef Technologies, Inc. ("BTI"), a New Mexico
corporation that had been organized on June 9, 1989, to exploit certain
technology and business plans related to the production and marketing of lean,
low cholesterol beef, a process developed by George W. Rhodes. The Company
issued 800,000 of its common shares for the BTI shares. As a part of that
transaction, George W. Rhodes and James T. McWilliams, the prior owners of BTI,
were appointed to the Company's Board of Directors and all of the persons who
were Company officers of directors prior to the BTI acquisition resigned.
In April of 1991, the Company instituted a pilot program utilizing the BTI
technology. Although the quality of the beef was excellent, the Company was
unable to secure any significant purchase commitments at the premiums necessary
to assure profitable margins to the Company. Such contracts were necessary to
attract new capital necessary to fund a commercially scaled beef program. As a
result, once the pilot program was concluded, efforts by management to further
exploit the technology were terminated.
On March 23, 1995, Messrs Rhodes and McWilliams each sold 350,000 shares of
the Company's stock owned by them to four individuals. At the 1995 meeting of
Company shareholders the purchasers of those shares were elected to the Board of
Directors and were then appointed by the Board to the management positions now
held by them.
The current management has actively solicited and pursued investment
possibilities in the form of acquisition of privately held business . To date
several companies have been analyzed as potential acquisition candidates,
however, as of this date, no agreement has been reached with any of the
companies with whom the Company has engaged in acquisition or merger
discussions.
Item 2. Description of Properties.
The Company utilizes office space at 1650 University Blvd., N.E.,
Albuquerque, New Mexico 87102. The space utilized by the Company is negligible
and it pays no rent for its use.
Item 3. Legal Proceedings.
Insofar as known to the Company's management, there are no legal or
administrative proceedings now pending, threatened, or unsatisfied judgments
outstanding which have not been provided for in any court or agency to which the
Company or any of its officers or directors, in such capacity, are or may be a
party.
Item 4. Submission of Matters to a Vote of Securities Holders.
No matters were submitted to a vote of shareholders during the fourth
quarter of the company's fiscal year
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's common stock has been listed in by the National Daily
Quotation Bureau, Inc. in its Pink Sheets and the OTC Bulletin Board under the
symbol "SWCC". The high and low bid prices during each quarter of 1994 and 1995
are as follows (based on an estimated market value of $0.08 per share)
1994 high low 1995 high low
first quarter $0.25 $0.25 first quarter $0.25 $0.125
second quarter $0.25 $0.25 second quarter $1.125 $0.50
third quarter $0.25 $0.25 third quarter $1.125 $1.00
fourth quarter $0.25 $0.25 fourth quarter $1.125 $1.00
There were approximately 900 holders of the Company's common stock on
December 31, 1995. The Company has paid no dividends on its common stock for
more than the past five years, including the fiscal year ended December 31,
1995.
Item 6. Management s Discussion and Analysis of Financial Condition and Results
of Operations.
The following paragraphs present Management's discussion and analysis of
the financial condition and results of operations of the Company at the present
time.
Liquidity and Capital Resources
Liquidity, as discussed herein, refers to the Company's ability to generate
adequate amounts of cash to meet its cash needs.
At December 31, 1995, the Company had cash and interest bearing assets of
$7,250 and liabilities of $11,898 which includes a loan of $10,000 made to the
Company by its current management. The Company has no employees and is dependent
on the efforts of its officers and directors, who are engaged full time in other
activities, endeavors and professions.
The Company is presently without significant income. Based on the present
level of operations, management believes that the Company has sufficient funds
on hand to maintain the Company for the current year . Management continues to
seek out opportunities to improve the Company's financial position. There is no
assurance that the Company, however, will be successful in raising new capital.
Results of Operations
The Company's net loss of $13,694 for 1995 represents interest, operating
general and administrative costs for the previous twelve months. Interest income
decreased from $521 collected during 1994 to $79 collected in 1995 due primarily
to the reduction of company funds in interest bearing accounts..
Interest expense incurred in 1995 was $667 and no interest expense was
incurred during 1994. General and administrative expenses increased from $13,050
incurred in 1994 to $13,106 in 1995 which increase was primarily due to annual
meeting expenses. General and Administrative costs are primarily due to the cost
of retaining an independent stock transfer company to transfer the stock of the
Company, the retention of outside accounting services and independent outside
auditors as well as costs associated with shareholder expense.
The Company's net loss of $13,694 in 1995 represents an increase of $1,165
from the $12,529 loss recorded in 1994. This increase resulted primarily from
the recording of interest expense associated with the $10,000 borrowings of the
Company. Income earned in 1995 was from interest on its cash, while expenses
were comprised of the cost of general and administrative expenses. Interest
income decreased by $442 from 1994 as a result of decrease in cash held by the
Company.
ITEM 7: Financial Consolidated Statements and Supplementary Data.
Report of Independent Certified Public Accountants
The Stockholders
Southwest Capital Corporation
We have audited the accompanying consolidated balance sheet of Southwest Capital
Corporation and Subsidiary, as of December 31, 1995, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Southwest Capital
Corporation and Subsidiary, as of December 31, 1995, and the consolidated
results of their operations and their consolidated cash flows for the year then
ended in conformity with generally accepted accounting principles.
GRANT THORNTON LLP
Oklahoma City, Oklahoma
April 3, 1996
The Board of Directors and Stockholders
Southwest Capital Corporation
We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of Southwest Capital Corporation and
subsidiary for the year ended December 31, 1994. These consolidated financial
statements are the responsibility of the Company's Management. Our
responsibility of the Company's Management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
missstatement. An autit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement position. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and the cash flows
of Southwest Capital Corporation and subsidiary for the year ended December 31,
1994, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
March 14, 1995.
Southwest Capital Corporation
CONSOLIDATED BALANCE SHEET
December 31, 1995
ASSETS
CURRENT ASSETS
Cash ................................................. $ 7,250
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable ...................................... $ 1.231
Accrued liabilities ................................... 667
-----------
Total current liabilities ....................... 1,898
NOTES PAYABLE TO RELATED PARTIES (note B) ................. 10,000
STOCKHOLDERS' DEFICIT
Common stock - no par value;
authorized, 10,000,000 shares; issued
and outstanding, 1,568,791 shares ..................... 1,568,791
Preferred stock - no par value;
authorized, 3,000,000 shares; issued
and outstanding, none
Additional paid-in capital ............................. 1,659,054
Accumulated deficit .................................... (3,232,493)
-----------
(4,648)
-----------
$ 7,250
===========
The accompanying notes are an integral part of these statements.
Southwest Capital Corporation
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
1995 1994
----------- -----------
Revenues - interest ............................ $ 79 $ 521
Expenses
General and administrative ................ 13,106 13,050
Interest .................................. 667 --
----------- -----------
13,773 13,050
----------- -----------
NET LOSS ............................. $ (13,694) $ (12,529)
=========== ===========
Net loss per common share ...................... $ (.01) $ (.01)
=========== ===========
Weighted average common shares outstanding ..... 1,568,791 1,568,791
=========== ===========
The accompanying notes are an integral part of these statements.
Southwest Capital Corporation
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
Additional
Common stock paid-in Accumulated
Shares Amount capital deficit Total
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1994 . 1,568,791 $ 1,568,791 $ 1,659,054 $(3,206,270) $ 21,575
Net loss for 1994 .......... -- -- -- (12,529) (12,529)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1994 1,568,791 1,568,791 1,659,054 (3,218,799) 9,046
Net loss for 1995 .......... -- -- -- 13,694) (13,694)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1995 1,568,791 $ 1,568,791 $ 1,659,054 $(3,232,493) $ (4,648)
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
Southwest Capital Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
<TABLE>
<CAPTION>
1995 1994
Increase (Decrease) in Cash -------- --------
<S> <C> <C>
Cash flows from operating activities
Net loss ................................................... $(13,694) $(12,529)
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization ........................ -- 718
Changes in operating assets and liabilities
Decrease in other assets ........................... -- 3
Decrease in accounts payable and accrued liabilities (857) (1,151)
-------- --------
Net cash used in operating activities ............... (14,551) (12,959)
Cash flows from investing activities
Principal collected on real estate contracts and other loans
receivable .................................................. -- 355
Cash flows from financing activities
Proceeds from notes payable .................................. 10,000 --
-------- --------
NET DECREASE IN CASH .................................. (4,551) (12,604)
Cash at beginning of year ..................................... 11,801 24,405
-------- --------
Cash at end of year ........................................... $ 7.250 $ 11,801
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
Southwest Capital Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995 and 1994
NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Southwest Capital Corporation (the "Company"), a New Mexico corporation,
acts primarily as a holding company and has had no business operations since
1992. At December 31, 1995, the Company's activities generally consist of paying
general and administrative costs of the Company. At present, the Company has no
employees and is wholly dependent on the endeavors, and professions.
A summary of the significant accounting policies consistently applied in
the preparation of the accompanying consolidated financial statements follows.
1. Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary, Beef Technologies, Inc. All significant
intercompany transactions and balances have been eliminated.
2. Loss per Share
Loss per share was computed using the weighted average number of common
shares outstanding.
3. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
NOTE B - NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties are comprised of two $5,000
uncollateralized notes bearing interest at 10%, due to two individuals who are
officers, directors, and stockholders. The notes have no specified payment terms
but are not callable until after December 31, 1996.
NOTE C - INCOME TAXES
Income taxes are accounted for under Financial Accounting Standards No.
109, "Accounting for Income Taxes". Under this method, deferred income taxes are
recognized for the tax consequences of temporary differences between the
financial statement carrying amounts and the tax bases of existing assets and
liabilities using the presently enacted tax rates.
The Company files a consolidated income tax return. Net operating losses,
subject to certain limitations, are available to offset future taxable income
and income taxes payable, if any.
At December 31, 1995, the Company's consolidated net operating loss
carryforwards were approximately $310,000 for tax reporting purposes. These
carryforwards, if not utilized, will expire in the years 2000 through 2010. At
December 31, 1995 and 1994, the Company had deferred tax assets related to net
operating loss carryforwards of approximately $120,000 and $109,000,
respectively. The deferred tax assets have been completely eliminated through a
valuation allowance as the Company cannot currently conclude that it is more
likely than not that the benefit will be realized.
NOTE D - FINANCIAL INSTRUMENTS
The following table includes various estimated fair value information as of
December 31, 1995 as required by Statement of Financial Accounting Standards No.
107, "Disclosures about Fair Value of Financial Instruments" ("SFAS 107"). Such
information, which pertains to the Company's financial instruments, is based on
the requirements set forth in SFAS 107 and does not purport to represent the
aggregate net fair value of the Company. The carrying amounts in the table below
are the amounts at which the financial instruments are reported in the financial
statements.
All of the Company's financial instruments are held for purposes other than
trading.
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:
1. Cash
----
The carrying amount approximates fair value because of the short maturity
and highly liquid nature of those instruments.
2. Notes Payable
-------------
These amounts have no fixed maturities and it is not practicable to
estimate fair value.
The carrying amounts and estimated fair values of the Company's financial
instruments are as follows:
Carrying Estimated
amount fair value
-------- ----------
Financial assets
Cash $ 7,250 $ 7,250
Financial liabilities
Notes payable for which it is not practicable to
estimate fair value (10,000) -
ITEM 8: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
By letter dated March 15, 1996, the Registrant's former principal auditors,
KPMG Peat Marwick resigned and will not continue to act in that capacity or to
audit the Registrant's books and records for the year ended December 31, 1995.
a) KPMG Peat Marwick served as the Registrant's principal accountant for
the fiscal years ended December 31, 1993 and 1994. KPMG Peat Marwick's reports
on the financial statements for the past two fiscal years contained no adverse
opinion or disclaimer of opinion or were qualified or modified as to disclosure,
uncertainty, audit scope, or accounting principles.
(b) On March 28, 1996, the Registrant retained the services of Grant
Thornton to act as its principal accountant to audit its books and records for
the fiscal year ended December 31, 1995. The Registrant has never had any
consultation with Grant Thornton of the type described in Paragraph (a)(2) of
Item 304 of Regulation S-K.
b) At no time during the Registrant's two most recent fiscal years or
during the interim period from December 31, 1996 through the date of KPMG Peat
Marwick's resignation on March 15, 1996, was there any disagreement between the
Registrant and KPMG Peat Marwick of the type described in paragraph (a)(1)(iv)
of Item 304 of Regulation S-K, nor during those same periods was there any
reportable event as described in paragraph (a)(1)(v) of Item 304 of Regulation
S-K..
PART III
Item 9. Directors and Executive Officers of the Registrant.
The following individuals are the Company's directors and executive of
officers:
Name Age Positions held with Company
---- --- ---------------------------
Laurence S. Zipkin 56 Director and President
Nasser Kazeminy 54 Director, Secretary/Treasurer
Alan R. Geiwitz 45 Director, Vice President
Background information about each director and executive officer is as
follows:
Laurence S. Zipkin, became a director of the Company at the time of acquisition
of company shares from Messrs. Rhodes and McWilliams on March 23, 1995. Since
1988, Mr. Zipkin has been a stock broker associated with Equity Securities
Trading Co., Inc., a Minnesota corporation involved in the sale of securities,
initial public offerings of securities and which also acts as a clearing house
for smaller securities firms. Mr. Zipkin is currently an Executive
Vice-President of Equity Securities and became a shareholder of the firm during
the first half of 1994. From 1986 to 1988, when Mr. Zipkin joined Equity
Securities, he had been associated as stock broker with Anthony Investments, a
stock brokerage firm based in Phoenix, Arizona He attended the University of
Pennsylvania, Wharton School from 1958 through 1960
Nassar Kazeminy, became a Director of the Company and Secretary/Treasurer at the
time of acquisition of company shares from Messrs. Rhodes and McWilliams on
March 23, 1995. Since 1980, Mr. Kazeminy founded and acquired a number of
privately held businesses encompassing areas in technology, litigation,
information services, health care administration, finance and leasing. Mr.
Kazeminy serves as Chairman of the Board and Chief Executive Officer of NJK
Holding Corporation, NJK Associates and NJK Investment Partnership, each
headquartered in Minneapolis, Minnesota NJK Holding Corporation's investment
includes nine individual companies that are world-wide and maintain customers
who are Fortune 500 and Service 100 corporations. Prior to 1980, Mr. Kazeminy
was engaged in various management positions with Control Data Corporation and
Honeywell, both in the United States and Great Britain.
Alan R. Geiwitz became a director of the Company and Vice President at the time
of acquisition of company shares from Messrs. Rhodes and McWilliams on March 23,
1995. Since 1982, Mr. Geiwitz has been President and Director of Orion Financial
Corp., which is based in Minneapolis, Minnesota. Orion Financial provides middle
market corporate financial assistance including merger and acquisition, debt and
equity placements and direct investments to a variety of public and private
companies. Prior to forming Orion Financial, Mr.. Geiwitz was a manager of a
commercial lending division which handled manufacturing, wholesale and leasing
companies at Norwest Bank Minnesota, NA. Mr.. Geiwitz is also a member of the
Board of Directors of Midwest Financial Services, Inc. ( commercial finance
company ), Gaming Equipment Finance Corp. ( provides financing for gaming
equipment manufacturers ) and BMD Company, Inc. ( re-manufacturer and
distributor of parts for agricultural equipment).
Item 10. Executive Compensation.
The following table sets forth certain information concerning the
remuneration paid by the Company for the fiscal year ended December 31, 1995 No
past or current officer or director received any remuneration during the year.
Number Salaries and Other Forms
Capacities in of Persons Directors Insurance of
Which Served in Group Fees Benefits Remuneration
- ------------ -------- ---- -------- ------------
Directors 3 -0- -0- -0-
Executive Officers 3 -0- -0- -0-
All Officers and
Directors as a Group 3 -0- -0- -0-
Other than the remuneration discussed above, the Company has no retirement,
pension, profit sharing, stock option or similar program for the benefit of its
of officers, Directors or employees.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners and Management:
The following table sets forth, as of April 5, 1996 the beneficial
ownership of Common Stock by each person who is known by the Company to own
beneficially more than 5% of the issued and outstanding Common Stock and the
shares of Common Stock owned by each nominee and all officers and Directors as a
group. Each person has sole voting and investment power as to all shares unless
otherwise indicated.
DIRECTORS
(1) (2) (3) (4)
Name and address amount and Nature
Title of of of Percent
Class Beneficial Owner beneficial Ownership of Class
- ----- ---------------- -------------------- --------
$no par value Laurence S. Zipkin 250,000 direct 15.94
common stock 400 North Lilac Drive
Golden Valley, Minnesota 55422
$no par value Nasser Kazeminey 250,000 direct 15.94
common stock 7803 Glenroy Rd.
Bloomington, Minnesota 55469
$no par value Alan R. Geiwitz 100,000 indirect * 6.37
1450 Lincoln Centre
333 South Seventh Street
Minneapolis, Minnesota 55402
All Directors and Officers as a group 600,000 direct 38.25
OTHERS:
- -------
$no par value Realco, Inc. 257,530 ** 16.42
common stock Investment Company direct & indirect
1650 University NE, Suite 100
Albuquerque, NM 87102
* Includes 100,000 shares owned by the Orion Financial Corp. Money Purchase
Pension Plan of which Alan R. Geiwitz is a beneficiary.
** Include 30 shares owned by its President and 100,000 shares owned by the
retirement plan of the President.
Item 12: Certain Relationships and Related Transactions.
Transactions with Management.
None.
Transactions with Others.
None
PART IV
Item 13: Exhibits and Reports on Form 8-K
(a) Exhibits:
The following documents are incorporated by reference to the Company's Form
10 Registration Statement under the Securities Exchange Act of 1934: a. Articles
of Incorporation; b. Bylaws; c. Instruments defining rights of security holders,
including indentures; d. Material contracts; e. Subsidiaries of Company and f.
Additional Exhibits.
(11) Statement re computation of per share earnings. See Note 2 to the
financial statements.
No other exhibits are required by Regulation S-B.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the last quarter of the period
covered by this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SOUTHWEST CAPITAL CORPORATION
Laurence S. Zipkin March 31, 1996
__________________________
Laurence S. Zipkin
President and Chief Executive Officer
Pursuant to the requirements of Section 13 or l5(d) 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.
SOUTHWEST CAPITAL CORPORATION
Nasser Kazemine March 31, 1996
__________________________
Nasser Kazemine
Secretary/Treasurer and director
Alan R. Geiwitz March 31, 1996
__________________________
Alan R. Geiwitz
Vice President and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 7250
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7250
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7250
<CURRENT-LIABILITIES> 1898
<BONDS> 0
0
0
<COMMON> 1568791
<OTHER-SE> (1573439)
<TOTAL-LIABILITY-AND-EQUITY> 7250
<SALES> 0
<TOTAL-REVENUES> 79
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13773
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 667
<INCOME-PRETAX> (13694)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13694)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13694)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
Rio Rancho Title, Inc.
215,000.00 Rio Rancho , New Mexico
November 17, 1995
REAL ESTATE MORTGAGE NOTE
(For individual borrower, Installments include interest.)
After date, as hereinafter set forth, for value received, I, we, or either of
us, promise to pay to the order of New Start Inc., a New Mexico corporation
at 1650 University NE St. 100 Albuquerque, NM
the sum of Two hundred fifteen thousand and xx/100 Dollars (215,000.00)
in manner following, that is to say:
Interest only Dollars ($ 0)
on the 17th day of November , 19 95, and -Interest--only
Dollars ($ ) on the 1st day of each and every month thereafter until the entire
balance hereof with the interest thereon, as hereinafter set forth, shall have
been fully paid.
The said monthly installments of $ shall include interest on said principal
amount and/or
on the unpaid balance thereof at this rate of Nine per cent (9.000% ) per annum,
and when said installments are paid, they shall be apportioned between interest
and principal, and applied first to the pay-ment of all interest due at date of
payment, and the balance applied on the principal amount.
And I, we, or either of us, agree, in case of default of the payment of any of
said installments, when, by the terms hereof, the same shall fall due, that such
installments shall bear interest from the date of their respective maturates
until paid at the rate of per cent ( to) per annum; and that, if any one of said
installments or any interest due thereon is not paid within ten days after the
same becomes due and payable, the whole of the principal sum then remaining
unpaid, together with the interest that shall have accrued thereon, shall
forthwith become due and payable without notice or demand, at the option of the
holder of this note.
Every maker, endorser, and guarantor hereof waives presentment, protest, demand,
notice of nonpayment, notice of dishonor, notice of protest, and all other
demands and notices with respect to this note, and any guaranty of this note,
and agrees that any extension or postponement of the time of payment or any
other indulgence by the holder of this note any substitution, exchange, or
release of any collateral for this note, and/or the addition or release of any
party primarily or secondarily liable hereunder may be made without notice to or
the consent of any maker, endorser, or guarantor hereof, and without prejudice
to the holder of this note and without releasing any maker, endorser, or
guarantor hereof; and that no delay or omission in the enforcement hereof, or of
any guaranty hereof, or in the exercise of any right hereunder or under any
guaranty hereof shall affect the liability of any maker, endorser, or guarantor
of this note.
And I, we, or either of us agree to pay, in addition to all other sums due
hereunder, all costs and expenses of collection of this note and/or enforcing
the same including a reasonable attorney's fee which shall not be less than 10
per cent of the total amount unpaid hereon at the time of collection and/or
enforcement, should this note be placed in the hands of an attorney for
collection and/or enforcement, or is collected or enforced through bankruptcy,
probate, or other judicial proceedings.
This note is secured by a Real Estate Mortgage or Real Estate Deed of Trust
bearing even date herewith. The maker S reserve the right to pay two or more
installments at any time.
THIS FORM DOES NOT CONTAIN DISCLOSURES REQUIRED BY SECTIONS 56-8-11.1 THROUGH
56-8-11.4 NMSA 1978, AND/OR DISCLOSURES REQUIRED BY TIRE TRUTH IN LENDING REFORM
AND SIMPLIFICATION ACT AND BY REGULATION Z PROMULGATED THEREUNDER. USE THIS FORM
ONLY IN CONJUNCTION WITH A SEPARATE DISCLOSURE STATEMENT OR OTHER SIMILAR
INSTRUMENT INCORPORATING THE REQUIRED DISCLOSURES, OR FOR TRANSACTIONS EXEMPT
FROM SAID ACTS.
Charter Bldg. & Development
By: Thomas J. Conway, VP
Rio Rancho Title, Inc.
MORTGAGE
File No. SDV-9332-1
Charter Building & Development Corp., a New Mexico corporation
for consideration paid grants
to New Start Inc., a New Mexico corporation
whose address is 1650 University NE, St. 100 Albuquerque, NM
the following described real estate in Sandoval county, New Mexico:
Lot numbered Twenty-two (22) in Block numbered One (1), Stonehenge, as the same
is shown and designated on the plat entitled, "STONEHENGE AT HIGH RESORT", a
Subdivision of Parcel 3B and portions of Unplatted Lands in High Resort, RIO
RANCHO ESTATES, TOWN OF ALAMEDA GRANT, SANDOVAL COUNTY, NEW MEXICO, filed in the
office of the County Clerk of Sandoval County, New Mexico, of June 16, 1993 in
Vol. 3, Folio 1058-B, Rio Rancho Estates Plat Book Number 6, page 105 and 106
with mortgage convenants.
This mortgage secures the performance of the following obligations.
(Here attach a copy of, or summarize, note or other obligations.)
SEE EXHIBIT "A", Attached Hereto and Made a Part Hereof.
and is upon the statutory mortgage condition for the breach of which it is
subject to foreclosure as provided by law. The amount specified for insurance as
provided in the statutory mortgage condition is $ Replacement and the hazard(s)
to be insured against is (are) fire Harzard insurance WITNESS its hands and
seals the 17th day of November, 1995 Charter Bldg. & Development
BY: Thomas J. Conway
Vice President
ACKNOWLEDGMENT FOR NATURAL PERSONS
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of 19
by
My commission Expires:
Notary Public
ACKNOWLEDGMENT FOR CORPORATION
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this 17th day of November,
1995. by Thomas J. Conway
Vice President of Charter Building & Development Corp
a New Mexico corporation, on behalf of said corporation.
My commission expires:
06-15-97
Notary Public
