UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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
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(Exact name of small business issuer in its charter)
New Mexico 85-0169650
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1650 University NE, Suite 5-100, Albuquerque, New Mexico 87102
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(Address of principal executive offices) (Zip Code)
505-884-7161
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Registrant's telephone number, including area code
Not Applicable
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(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 no par value common stock
at November 13, 2000 was approximately 2,100,000 shares.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
<PAGE>
SOUTHWEST CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(unaudited)
ASSETS
CURRENT ASSET
Cash $ 148
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 1,518
SHAREHOLDERS' DEFICIT
Common stock, no par value; authorized,
10,000,000 shares; issued and outstanding,
2,100,000 shares 1,690,649
Additional paid-in capital 1,659,054
Accumulated deficit (3,351,073)
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(1,370)
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$ 148
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The accompanying notes are an integral part of this statement.
<PAGE>
SOUTHWEST CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30,
(unaudited)
2000 1999
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EXPENSES
General and Administrative $ 70,289 $ 2,835
Interest - 844
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NET LOSS $ (70,289) $ (3,679)
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Basic and diluted net loss per common
share $ (.03) $ -
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Weighted average common shares outstanding 2,100,000 1,568,791
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The accompanying notes are an integral part of these statements.
<PAGE>
SOUTHWEST CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30,
(unaudited)
2000 1999
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EXPENSES
General and Administrative $ 74,604 $ 5,879
Interest 1,764 2,321
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NET LOSS $ (76,368) $ (8,200)
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Basic and diluted net loss per common
share $ (.04) $ -
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Weighted average common shares outstanding 1,747,153 1,568,791
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The accompanying notes are an integral part of these statements.
<PAGE>
SOUTHWEST CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30,
(unaudited)
2000 1999
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Increase (Decrease) in Cash
Cash flows from operating activities
Net loss $ (76,368) $ (8,200)
Adjustments to reconcile net loss to net
cash used in operating activities
Issuance of common stock and warrants
for services rendered 69,029 -
Changes in operating assets and
liabilities
(Decrease)increase in accounts
payable and accrued liabilities (697) 960
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Net cash used in operating
activities (8,036) (7,240)
Cash flows from financing activities
Proceeds from notes payable 6,000 6,379
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NET DECREASE IN CASH (2,036) (861)
Cash at beginning of period 2,184 3,131
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Cash at end of period $ 148 $ 2,270
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Non-cash financing activities
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On July 1, 2000, the Company issued 226,209 shares of common stock in exchange
for the cancellation of debt to related parties totaling $52,829.
The accompanying notes are an integral part of these statements.
<PAGE>
SOUTHWEST CAPITAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(unaudited)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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The accompanying consolidated balance sheet as of September 30, 2000 and the
consolidated statements of operations and cash flows for the periods ended
September 30, 2000 and 1999, 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 periods ended September 30, 2000 and
1999 have been included. The results of operations for the periods ended
September 30, 2000 and 1999 are not necessarily indicative of the operating
results for the full year.
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, 1999
filing on Form 10-KSB.
LOSS PER SHARE
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Loss per share is computed using the weighted average number of common shares
outstanding during the period. Basic and diluted loss per share are the same for
all periods, because the inclusion of stock warrants would be antidilutive.
ISSUANCE OF COMMON STOCK
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On July 1, 2000 the Board of Directors adopted a resolution which provided for
(i) the issuance of 305,000 shares of common stock to certain individuals who
performed past services for the Company in lieu of cash compensation; (ii) the
issuance of a total of 226,209 to two individuals who agreed to cancel debt owed
to them by the Company; and (iii) the issuance of warrants to purchase a total
of 770,587 shares of Company common stock at an exercise price of $1 per share.
The value assigned to common stock and warrants issued for services rendered was
approximately $69,000, which is reflected as a charge to operations during the
period. The value assigned to common stock issued for cancellation of debt was
$52,829, which represents the book value of such debt and has been recorded as
stockholders' equity.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
As the Company has not had revenues from operations in each of the last two
fiscal years, the following represents management's plan of operations for the
next twelve months.
The Company is presently without revenues or cash flow from operations. Based
upon current activity levels, management believes that cash on hand and the
availability of working capital loans from officers are sufficient to meet the
Company's cash requirements for the next twelve months, which are expected to
consist of general and administrative costs incurred to maintain good standing
as a publicly traded company.
The Company currently has no employees and does not anticipate retaining any
employees based upon current activity.
Management will continue to solicit and pursue investment possibilities in the
form of acquisitions of privately held businesses. However, it should be noted,
such management personnel are engaged full time in other activities, endeavors
and professions.
PART II. OTHER INFORMATION
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:
On November 2, 2000, the Company entered into an Agreement and Plan of
Reorganization ("Merger Agreement") with Berthel Fisher & Company ("Berthel
Fisher") a private financial services holding company, which would result in
Berthel Fisher becoming a public company. Under the Merger Agreement, Berthel
Fisher and the Company will merge into Berthel Fisher & Company Merger Corp., a
newly-formed, wholly-owned Iowa subsidiary of the Company. After the merger,
Berthel Fisher's shareholders would own approximat ely 75% of the voting shares.
Closing of the proposed transaction is subject to certain closing conditions,
including the approval of the shareholders of the Company and Berthel Fisher,
and no assurance can be given that the proposed transaction will be consummated.
<PAGE>
Berthel Fisher offers full service retail brokerage and investment banking
operations concentrated primarily in the Midwest with approximately 140
registered representatives in 85 locations.
Item 6. Exhibits and Reports on Form 8-K:
The Company filed a report on Form 8-K, dated August 2, 2000 during the quarter
ended September 30, 2000 reporting matters under "Item 5 Other Events".
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.
SOUTHWEST CAPITAL CORPORATION
Date: November 13, 2000 By: /s/ LAURENCE S. ZIPKIN
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Laurence S. Zipkin, President
Date: November 13, 2000 By: /s/ ALAN GEIWITZ
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Alan Geiwitz, Secretary and
Chief Accounting Officer
