SOUTHWEST CAPITAL CORP
10QSB, 1999-05-18
NON-OPERATING ESTABLISHMENTS
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<PAGE>
                                   FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
(Mark One)

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

     For the Quarterly Period Ended March 31, 1999
                               OR
[ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13  OR  15(d)  OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ____________to ____________

     Commission File Number: 0-8149


                          SOUTHWEST CAPITAL CORPORATION
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)


                 New Mexico                             85-0169650
        (State or other jurisdiction of              (I.R.S. Employer
         incorporation or  organization)             Identification No.)


             1650 University NE, Suite 5-100, Albuquerque,  NM 87102 (Address of
               principalexecutive offices) (Zip Code)


                                  505-884-7161
               Registrant's telephone number, including area code


                                 Not Applicable
          -------------------------------------------------------------
              (Former names, former address and former fiscal year,
                         if changed since last report)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months ( or for such  shorter  period  that the
registrant was required to file such reports ), and (2) has been subject to such
filing requirements for the past 90 days. Yes_X_ No___


     The number of shares  outstanding  of the  Registrant's  common stock,  par
value $1.00 per share, at May 10, 1999 was 1,568,791 shares.


<PAGE>  

                                     PART I


Item 1. FINANCIAL STATEMENTS

                          SOUTHWEST CAPITAL CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1999
                                    UNAUDITED




               ASSETS
CURRENT ASSET                                         
    Cash                                                   $    1,171           
                                                           ==========  
      LIABILITIES AND STOCKHOLDERS' DEFICIT                                    
CURRENT LIABILITIES       
      Accounts Payable
      Accrued liabilities                                  $    3,442
                                                                6,888
                                                           ----------
                    Total current liabilities                  10,330

NOTES PAYABLE TO RELATED PARTIES                               29,500

SHAREHOLDERS' 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                                    (3,266,504)
                                                           ----------  
                                                                        (35,659)
                                                           ----------
                                                           $    1,171
                                                           ==========  

          The accompanying notes are an integral part of these statements.


<PAGE>

                          SOUTHWEST CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED



                                                 Three               Three
                                              Months Ended        Months Ended
                                                March 31,           March 31,
                                                  1999                1998


EXPENSES
  General and Administrative                        2,699              5,206
  Interest                                            727              1,190
                                               -----------        -----------
                 NET LOSS                      $   (3,426)        $   (6,396)
                                               ===========        ===========


Net loss per common share                      $       (-)        $      (-)
                                               ==========         ===========
Weighted average common shares outstanding      1,568,791           1,568,791
                                               ==========         ===========



                          SOUTHWEST CAPITAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                    UNAUDITED


                                                   Three             Three  
                                                Months Ended      Months Ended
                                                  March 31,         March 31,
                                                    1999              1998
OPERATING ACTIVITIES
  Net Loss from
    Operations                                 $   (3,426)        $   (6,396)
  Change in Operating Assets and Liabilities        1,466              3,690
                                               ----------         ----------
NET CASH USED IN
OPERATING ACTIVITIES                               (1,960)            (2,706)

CASH AT THE BEGINNING OF PERIOD                     3,131              2,837
                                               -----------        ----------- 
CASH AT END OF PERIOD                          $    1,171         $      131
                                               ===========        ===========



        The accompanying notes are an integral part of these statements.


<PAGE>


                          SOUTHWEST CAPITAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999

                                    UNAUDITED


SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ------------------------------------------

The  consolidated  balance  sheet as of  March  31,  1999  and the  consolidated
statements  of  operations  for the three month periods ended March 31, 1999 and
1998 and consolidated statements of cash flows for the three month periods ended
March 31, 1999 and 1998 have been prepared by the Company  without audit. In the
opinion of management,  all  adjustments  (which  include only normal  recurring
adjustments)  necessary to present  fairly the  financial  position,  results of
operations  and cash flows as of and for the three  months  ended March 31, 1999
and 1998.  Certain  information and footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles  have  been  condensed  or  omitted.   It  is  suggested  that  these
consolidated  financial  statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Registrant's December 31,
1998 filing on Form  10-KSB.  The results of  operations  for the periods  ended
March 31, 1999 and 1998 are not necessarily  indicative of the operating results
for the full year.


LOSS PER SHARE:
- -------------------------

Loss per share is computed  using the weighted  average  number of common shares
outstanding  of 1,568,791  for the three month  periods ended March 31, 1999 and
1998.





<PAGE>
Item 2.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

The  following  is  Management's  discussions  and  analysis  of  the  financial
condition  and results of  operations  of the Company  during the quarter  ended
March 31, 1999.


LIQUIDITY AND CAPITAL RESOURCES:
- -------------------------------

Liquidity,  as discussed  herein,  refers to the  Company's  ability to generate
adequate  amounts of cash to meet its needs.  At March 31, 1999, the Company had
cash of $ 1,171 and  liabilities  of $10,330.  The Company is presently  without
significant  income and its future is  dependent  upon the  Company's  obtaining
monies,  through  borrowings  or  through  the sale of  equities,  to acquire or
develop new business  interests.  On March 23, 1995,  Messrs.  George W. Rhodes,
Chairman of the Board and James T. McWilliams Vice President sold  approximately
87.5%  of  their  stock  holdings  to a group  of  investors  from  Minneapolis,
Minnesota.  On that same day,  both men and Sara V.  Rhodes,  company  Secretary
resigned all positions held by them with the Company.  The new  management  will
continue to seek out opportunities to improve the Company's  financial position.
There is no assurance that the Company will be successful in raising new capital
or securing a new business.


RESULTS OF OPERATIONS:
- ---------------------

The  Company's  net  loss of $ 3,426  for  the  quarter  ended  March  31,  1999
represents operating expenses.  Operations for the quarters ended March 31, 1999
generated no revenues.  As the Company has incurred substantial operating losses
in the past  and has  significant  net  operating  loss  carrying  forwards,  no
provision  for income taxes was  required for the quarters  ended March 31, 1999
and 1998 . A valuation  allowance  has been provided for all deferred tax assets
since it is more likely than not that the tax assets will not be realized.

                                     PART II

           Item 1.     The  Registrant  has  been  subject  to the  following
                        judgements:
                         None

           Item 2.     Changes In Securities:
                         None

           Item 3.     Defaults In  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:
                         None


<PAGE>

                                   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

                                   s/Laurence S. Zipkin
                               BY:__________________________
                               Laurence S. Zipkin, President


                                 s/Alan Geiwitz
                               BY:__________________________
                               Alan Geiwitz, Secretary and
                               Cheif Accounting Officer

DATE: May 14, 1999



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                               <C>
<PERIOD-TYPE>                     YEAR
<FISCAL-YEAR-END>                           DEC-31-1999
<PERIOD-END>                                MAR-31-1999
<CASH>                                             1171
<SECURITIES>                                          0
<RECEIVABLES>                                         0
<ALLOWANCES>                                          0
<INVENTORY>                                           0
<CURRENT-ASSETS>                                   1171
<PP&E>                                                0
<DEPRECIATION>                                        0
<TOTAL-ASSETS>                                     1171
<CURRENT-LIABILITIES>                          (10,330)
<BONDS>                                               0
                                 0
                                           0
<COMMON>                                        1568791 
<OTHER-SE>                                     (1605965)
<TOTAL-LIABILITY-AND-EQUITY>                       1171
<SALES>                                               0
<TOTAL-REVENUES>                                      0
<CGS>                                                 0
<TOTAL-COSTS>                                         0
<OTHER-EXPENSES>                                   2699
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                                  727
<INCOME-PRETAX>                                   (3426)
<INCOME-TAX>                                          0
<INCOME-CONTINUING>                               (3426)
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                      (3426)
<EPS-PRIMARY>                                    (0.002)
<EPS-DILUTED>                                    (0.002)
        

</TABLE>


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