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, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED
Commission File Number: 0-8149
SOUTHWEST CAPITAL CORPORATION
----------------------------------
(Exact of small business issuer in its charter)
New Mexico 01-89156004
------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification no.)
1650 University Blvd., N.E., Suite 5-100, 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 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. $-0-
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: On March 31, 1999, based on the price quoted by NASDAQ OTC Bulletin Board
was. (See definition of affiliate in Rule 12b-2 of the Exchange Act). $177,823
(based on an estimated market value of $.25 per share)
---------------
State the number of shares outstanding of each of the issuer's classes of
common equity, as of March 31, 1999, was 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.
In August of 1984, the Company purchased an office building in Albuquerque,
New Mexico and relocated its corporate offices to that building. In January of
1988, it sold the office building, but continued to retain its corporate offices
in the building until July of 1989. The Company currently uses office space
located at 1650 University Blvd. N.E., Suite 5-100, Albuquerque, New Mexico
87102.
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"). As an SBIC,
SCII purchased equity securities, debentures and loans. SCII was generally able
to borrow, or have guaranteed by the SBA, three times its private capital.
However, SCII's income and assets had continually declined over the years and in
April, 1989, it was informed by the SBA that its capital was impaired.
Management began discussions with the SBA looking toward curing its capital
deficiency, but was unable to obtain additional capital for the subsidiary, and
its income and assets continued to decline during the first half of 1989.
Unable to find additional capital for SCII, the Company's management
determined that it would be in the Company's best interest to divest itself of
SCII and to acquire a new business, which it did with the acquisition of Beef
Technologies, Inc. ("BTI"), on the terms discussed below. Following the
Company's decision to sell SCII, Martin J. Roe, the Company's President and a
Director, offered to exchange 125,000 shares of Company common stock owned by
him for all of the issued and outstanding shares of SCII. That offer was
accepted by the Company on July 13, 1989, effective June 30, 1989, and was
completed on March 16, 1990, following approval by the SBA of the transfer of
the license to Mr. Roe. 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. BTI was 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 were appointed to the Company's Board
of Directors and Robert J. Reithel and Bernard S. Shapiro, who were Company
Directors at that time, resigned. On July 13, 1989, Valerie G. Wetherill
resigned as the Company's Vice-President and Secretary. On July 17, 1989, Martin
J. Roe resigned as the Company's Treasurer; on August 7, 1989, he resigned as
the Company's President; and in 1990, he resigned as Director. Mr. McWilliams
served as interim President. Sara V. Rhodes, a Certified Public Accountant and
the wife of George W. Rhodes, was elected by the Board of Directors to the
positions of Secretary and Treasurer.
In April of 1991, the Company decided to implement the BTI technology in a
small California pilot program. Imperial Capital Corporation, a finance
corporation controlled by George Feaster, a director of SWC's board, advanced
the funds necessary to raise 94 head in Holtville and Imperial, California. The
concept was to check alfalfa and feedlot performance and subsequently test the
market for the products in the Southern California area. At the encouragement of
a potential client, Mannings Beef Products International ("Mannings"), these
animals were not implanted with steroids in order to render them acceptable to
U. S. health food stores. Unfortunately, the specific health food store that
Mannings sold beef products to later added additional specifications which could
not be met. These requirements eliminated them as a potential buyer for this
small herd. The cattle gained only 2.02 pounds per day for the entire period.
This disappointing result was almost a full pound less than any of management's
previous experiences and approximately one-half pound less than industry
standards. The meat quality, as attested by Manning, was superb. The weight gain
rate, however, was less than expected. Management believed the weight
performance was a function of not implanting the cattle, as is the normal
practice. The results created costs per pound far in excess of those experienced
by BTI previously in its New Mexico market.
The Company was unable to place any of the test program lean beef into the
U. S. health food system at the customary 1,050 pound slaughter weights.
Therefore, the animals were taken to full slaughter weight conditions. Forty
head were purchased in January, 1992 by Mannings for their Japanese affiliate.
Mannings is owned by Zenchiku, Ltd. of Tokyo which exports U. S. beef to Japan.
They preferred to purchase extra heavy animals (over 1,500 lbs.) and normally
paid an $.11 per pound premium on the hoof. They purchased forty 1,200 pound
steers from the Company for a trial program including taste testing in Japan. On
February 6, 1992 Mannings informed the Company that BTI animals were the "best
ever slaughtered at their plant." Management, however, was unable to secure any
significant purchase commitments during 1992 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 limited by Company resources, and the project was terminated.
On March 23, 1995, George W. Rhodes, Chairman of the Board, and James T.
McWilliams, Director and Vice President of the Registrant, sold in a private
transaction, 350,000 shares each of the Registrant's common shares to four
individuals as disclosed on Form 8-K/A, dated March 23, 1995, incorporated
herein by reference. At an annual meeting of the shareholders of the Registrant
held on January 31, 1995, the following persons were elected Directors and
subsequently appointed Officers of the Registrant: Laurence S. Zipkin, President
and Director, and Alan R. Geiwitz, Secretary Treasurer, Chief Financial Officer
and Director. The current management has actively solicited and pursued
investment possibilities in the form of acquisition of privately held business.
To date several companieshave been analyzed as potential acquisition candidates;
however, as of this date, no firm agreement has been reached with any of the
companies with whom the Registrant has engaged in acquisition or merger
discussions.
Item 2. Description of Properties.
The Registrant utilizes office space at 1650 University Blvd., N.E.,
Albuquerque, New Mexico 87102. The space utilized by the Registrant 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 actions now pending or contemplated against the Company, its
current or former management or any of its subsidiary corporations.
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 Registrant's common stock has been listed in 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 1997 and 1998
are as follows:
<TABLE>
1997 1998
High Low High Low
---- ---- ---- ----
<S> <C> <C> <S> <C> <C>
first quarter $ 1.50 $ 1.50 first quarter $1.50 $1.375
second quarter 1.50 1.375 second quarter 1.00 0.75
third quarter 1.50 1.375 third quarter 0.75 0.31
fourth quarter 1.50 1.50 fourth quarter 0.31 0.25
</TABLE>
There were approximately 900 holders of the Company's common stock on
December 31, 1998. The Company has paid no dividends on its common stock for
more than the past five years, including the fiscal year ended December 31,
1998.
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, 1998, the Company had cash and interest bearing assets of
$3,131 and liabilities of $38,364 which includes loans of $29,500 made by the
Registrant's current management. At present, the Company has no employees and
will be wholly dependent on the personal efforts of its appointed 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 funds on hand and
continued loan availability from its management are sufficient to maintain the
Company for the year ended December 1999. 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 $7,881 for 1998 represents interest, and general
and administrative costs for the previous twelve months.
Interest expense incurred in 1998 was $2,675 and interest expense incurred
during 1997 was $1,743. General and administrative expenses decreased from
$11,556 incurred in 1997 to $5,206 in 1998 which increase was due primarily to
increased shareholder 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 $7,881 in 1998 represents a decrease of $5,418
from the $13,299 loss recorded in 1997. This decrease resulted primarily from
the decrease in shareholder expense incurred during 1997. The Registrant had no
operating income in 1998 or 1997, while expenses were comprised of the cost of
general and administrative expenses.
Year 2000 Issues
Because of the limited operations of the Registrant, year 2000 issues are
minimal. The Registrant's banks and professional service vendors have notified
that they are year 2000 compliant. The personal computer and software, which
the Registrant utilizes, is deemed year 2000 compliant.
Item 7. Financial Statements.
Report of Independent Certified Public Accountants
Stockholders
Southwest Capital Corporation
We have audited the accompanying consolidated balance sheet of Southwest
Capital Corporation and Subsidiary, as of December 31, 1998, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
each of the two years in the period ended December 31, 1998. 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 audits.
We conducted our audits 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 audits provide 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, 1998, and the
consolidated results of their operations and their consolidated cash flows for
each of the two years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles.
GRANT THORNTON LLP
Oklahoma City, Oklahoma
March 6, 1999
Southwest Capital Corporation and Subsidiary
CONSOLIDATED BALANCE SHEET
December 31, 1998
ASSETS
CURRENT ASSETS
Cash $ 3,131
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 2,703
Accrued liabilities 6,161
---------
Total current liabilities 8,864
NOTES PAYABLE TO RELATED PARTIES (note B) 29,500
STOCKHOLDERS' DEFICIT
Common stock - no par value; authorized, 10,000,000 shares;
issued and outstanding, 1,568,791 shares 1,568,791
Additional paid-in capital 1,659,054
Accumulated deficit (3,263,078)
---------
(35,233)
---------
$ 3,131
=========
The accompanying notes are an integral part of these statements.
Southwest Capital Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended December 31,
1998 1997
---- ----
Expenses
General and administrative $ 5,206 $ 11,556
Interest 2,675 1,743
------- ----------
NET LOSS $ (7,881) $ (13,299)
======= ==========
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 this statement.
Southwest Capital Corporation and Subsidiary
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
Years ended December 31, 1998 and 1997
Common stock
------------
Shares Amount
------ ------
Balance at January 1, 1997 1,568,791 $1,568,791
Net loss - -
--------- ----------
Balance at December 31, 1997 1,568,791 1,568,791
Net loss - -
--------- ----------
Balance at December 31, 1998 1,568,791 $1,568,791
========= ==========
The accompanying notes are an integral part of this statement.
Southwest Capital Corporation and Subsidiary
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
Years ended December 31, 1998 and 1997
Additional
paid-in Accumulated
capital deficit Total
---------- ----------- ----------
Balance at January 1, 1997 $1,659,054 $(3,241,898) $ (14,053)
Net loss - (13,299) (13,299)
---------- ------------ ----------
Balance at December 31, 1997 1,659,054 (3,255,197) (27,352)
Net loss - (7,881) (7,881)
Balance at December 31, 1998 $1,659,054 $(3,263,078) $ (35,233)
========== ============ ==========
The accompanying notes are an integral part of these statements.
Southwest Capital Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31,
1998 1997
---- ----
Increase (Decrease) in Cash
Cash flows from operating activities
Net loss $ (7,881) $ (13,299)
Adjustments to reconcile net loss to net cash
used in operating activities
Changes in operating assets and liabilities
Increase in accounts payable and
accrued liabilities 2,675 2,932
------- --------
Net cash used in operating activities (5,206) (10,367)
Cash flows from financing activities
Proceeds from notes payable 5,500 8,000
----- -------
NET INCREASE (DECREASE) IN CASH 294 (2,367)
Cash at beginning of year 2,837 5,204
----- -------
Cash at end of year $ 3,131 $ 2,837
===== =======
The accompanying notes are an integral part of these statements.
Southwest Capital Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998 and 1997
NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES Southwest
Capital Corporation and Subsidiary (the "Company"), a New Mexico
corporation, acts primarily as a holding company and has had no
business operations since 1992. At December 31, 1998, 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 personal efforts of its officers and directors
who are engaged full-time in other activities, 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 inactive subsidiary, Beef Technologies,
Inc. All significant intercompany transactions and balances have been
eliminated.
2. Loss Per Share
--------------
Basic loss per share has been computed using the weighted average
number of common shares outstanding during each period. Diluted loss
per share is the same as basic loss per share because the Company has
only common stock 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; accordingly, actual results could
differ from those estimates.
NOTE B - NOTES PAYABLE TO RELATED PARTIES
Notes payable to related parties are comprised of two uncollateralized
notes (at $21,500 and $8,000) 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, 1999.
NOTE C - INCOME TAXES
Income taxes are accounted for under Statement of Financial Accounting
Standards ("SFAS") 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE C - INCOME TAXES - CONTINUED
At December 31, 1998, the Company had deferred tax assets related to
net operating loss carryforwards of approximately $134,000. 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. The
valuation allowance for tax assets increased $4,000 and $5,000 for the
years ended December 31, 1998 and 1997, respectively.
At December 31, 1998, the Company's net operating loss carryforwards
are as follows:
Expiration date
2000 $ 30,000
2001 47,000
2002 38,000
2004 17,000
2005 16,000
2006 23,000
2007 74,000
2008 42,000
2009 12,000
2010 9,000
2011 9,000
2012 13,000
2013 8,000
--------
$343,000
========
NOTE D - FINANCIAL INSTRUMENTS
The following table includes various estimated fair value information
as of December 31, 1998 as required by SFAS No. 107, Disclosures About
Fair Value of Financial Instruments. Such information, which pertains
to the Company's financial instruments, is based on the requirements
set forth in SFAS No. 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 consolidated 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.
Southwest Capital Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 1998 and 1997
NOTE D - FINANCIAL INSTRUMENTS - CONTINUED
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, as of December 31, 1998, are as follows:
Carrying Estimated
amount fair value
Financial asset
Cash $ 3,131 $ 3,131
Financial liabilities
Notes payable for which it is not
practicable to estimate fair value (29,500) -
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with Accountants of the kind
described by Item 304 of Regulation S-B at anytime during the Registrant's two
(2) most recent fiscal years.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
See PART II, Item 6
ITEM 10. EXECUTIVE COMPESATION
Neither of the Registrant's two Officers/Directors are compensated for the
minual services which they provide in behalf of the Registrant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 25, 1999, 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 voting shares of all
persons. Each person has sole voting and investment power as to all shares
unless otherwise indicated.
Directors.
- -----------
(2) (3)
(1) Name and address Amount and nature (4)
Title of of of Percent
Class Beneficial owner Beneficial ownership of class
- ------------------------------------------------------------ ---------
$0.01 par James A. Arias 100,000 6.4
value common 1650 University blvd., Direct
Albuquerque, NM 87102
Mr. Arias in President fo Realco, Inc. and as such, votes the shares held by
Realco, Inc.
$0.01 par Realco, Inc. 157,500 10.0
value common 1650 University Blvd., Indirect
Albuquerque, NM 87102
$0.01 par Nasser J. Kazeminey 250,000 9.2
value common 1450 Lincoln Centre Direct
333 South 7th Street
Minn, MN 55402
$0.01 par Laurence S. Zipkin 250,000 15.9
value common 400 North Lilac Dr. Direct
Golden Valley, MN
55422
$0.01 par Alan R. Geiwtz 100,000 6.4
Value common 7803 Glenroy Road Direct
Bloominton, MN 55469
$0.01 par Martin J. Roe 100,385 6.3
Value common TTEE/TR Direct
1022 Hillcrest Road
Beverly Hill, CA 90210
There are no arrangements know to the Registrant, including any pledge by any
person of securities of the Registrant or any of its parents, the operation of
which may at a subsequent date result in a change in control of the Registrant.
ITEM 12. Certain Relationships and Related Transactions
The President and a princple shareholder have from time to time advanced
operating fund to the Registrant. Such advances are evidenced by interst bearing
demand notes. At March 31, 1999 the sum total of such advances was $29,500.
PART IV
ITEM 13. Exhibits and Reports on form 8-K
(a) Documents filed as a part of this report:
------------------------------------------
(1) Financial Statements.
Independent Auditors' report
Balance sheet at December 31, 1998
Statements of Operations for the years ended
December 31, 1998 and 1997
Statement of Stockholders' Deficit for the Years ended
December 31, 1998 and 1997
Statements of Cash Flows for the years ended December 31, 1998
and 1997.
Notes to Financial Statements at December 31, 1998 and 1997.
(b) Reports on Form 8-K:
--------------------
The Registrant filed no reports on form 8-K during the last quarter of the
period covered by this Report.
(c) Exhibits:
---------
The following documents are incorporated by reference to the Registrant's
Form 10 Registrantion 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 Registrant; and f. Additional Exhibits.
There are no other exhibits specified in Item 601 of Regulation S-B to be
included with tis filing.
SIGNATURE
In accordance with 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
s/Laurence S. Zipkin
By: _______________________________ March 28, 1999
Laurence S. Zipkin,
President and Chief Executive Officer
Dated: March 28, 1998
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dated indicated, thereunto duly authorized.
SOUTHWEST CAPITAL CORPORATION
s/Laurence S. Zipkin
By: _______________________________ March 28, 1999
Laurence S. Zipkin, Director
s/Nasser J. Kazeminey
s/Alan R. Geiwtz
By: _______________________________ March 28, 1999
Alan R. Geiwtz, Vice President
Chief Financial Officer and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 3,131
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,131
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,131
<CURRENT-LIABILITIES> 8,864
<BONDS> 0
0
0
<COMMON> 1,568,791
<OTHER-SE> (1,604,204)
<TOTAL-LIABILITY-AND-EQUITY> 3,131
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,206
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,675
<INCOME-PRETAX> (7,881)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,881)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,881)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
