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 Quarter Ended: December 31, 1999; or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _________ to __________
Commission File Number: 033-20848-D
CONDOR CAPITAL INC.
------------------
Colorado 84-1075696
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
Incorporation or organization)
8891 E. Easter Place, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
303-741-0749
----------------------------------------------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports 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 [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date. 17,655,010 shares of common
stock were outstanding as of February 8, 2000.
Transitional Small Business Disclosure Format. Yes [ ] No [ X ]
<PAGE>
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONDOR CAPITAL INC.
(A Development stage Company)
BALANCE SHEETS
Assets
------
<TABLE>
<CAPTION>
December 31, September 30,
1999 1999
------------- -------------
(Unaudited) (Audited)
<S> <C> <C>
Current Assets, Cash $ 360 $ 201
------------- -------------
Total assets $ 360 $ 201
============= =============
Liabilities and Stockholders' Equity
------------------------------------
December 31, September 30,
1999 1999
------------- -------------
(Unaudited) (Audited)
Current liabilities, Accounts payable $ 10,668 $ 8,100
Note payable, stockholder
Total Current Liabilities 10,668 8,100
Stockholders' equity: (Deficit)
Preferred stock: no par value, 10,000,000
shares authorized
Series A convertible preferred stock:
Liquidation preference $.01 per share,
140,000 shares authorized, none issued. 0 0
Series B convertible preferred stock:
Liquidation preference $.01 per share,
140,000 shares authorized, none issued. 0 0
Common stock, $.00 par value, 800,000,000
shares authorized, 17,620,010 shares issued
and outstanding 336,016 334,516
(Deficit) accumulated prior to the development stage (172,222) (172,222)
------------- -------------
(Deficit) accumulated during the development stage (174,102) (170,193)
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Total stockholders' equity (10,308) (7,899)
------------- -------------
Total liabilities and stockholders' equity $ 360 $ 201
============= =============
</TABLE>
2
<PAGE>
CONDOR CAPITAL INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
During Three Months Ended December 31,
Development -----------------------------
Stage 1999 1998
------------- ------------- -------------
<S> <C> <C> <C>
Operations:
General and Administrative expenses $ 178,354 $ 3,909 $ 1,184
------------- ------------- -------------
(Loss) from operations (178,354) (3,909) (1,184)
Other Income, Interest Income: 471 0 0
(Loss) before extraordinary item (177,883) (3,909) (1,184)
Extraordinary item, forgiveness of debt 7,690 0 0
Net income (loss) (170,193) $ (3,909) $ (1,184)
============= ============= =============
Net income (loss) per common share $ (.03) $ -- $ --
============= ============= =============
Weighted average number of common shares outstanding 5,207,178 17,620,010 11,820,010
============= ============= =============
</TABLE>
3
<PAGE>
CONDOR CAPITAL INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
During Three Months Ended December 31,
Development -----------------------------
Stage 1999 1998
------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (170,193) $ (3,909) $ (1,184)
Adjustments to reconcile net (loss) to cash
Used by operating activities:
Loss on disposal assets 20,169 0 0
Issuance of stock for services 6,100 0 0
Management services contributed 31,900 0 0
Changes in assets and liabilities:
Decrease in prepaid expenses 3,634 0 0
Increase (Decrease) in accounts payable 6,961 2,568 (429)
------------- ------------- -------------
Net cash (used) by operating activities (100,829) (1,341) (1,613)
------------- ------------- -------------
Cash flows from financing activities:
Proceeds from note payable 0 0 1,000
Proceeds from issuance of common stock 44,435 0 0
Contributions to capital 14,000 1,500 0
------------- ------------- -------------
Net cash provided by financing activities 58,435 1,500 1,000
------------- ------------- -------------
Net (decrease) increase in cash (42,394) 159 (613)
Cash beginning of period 42,595 201 901
------------- ------------- -------------
Cash end of period $ 201 $ 360 $ 288
============= ============= =============
</TABLE>
4
<PAGE>
CONDOR CAPITAL INC.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
December 31, 1999
Note 1 - Basis of Presentation
Management represents that the unaudited financial statements furnished herein
reflect all normal and recurring adjustments that are, in the opinion of
management, necessary for a fair representation of the results for the interim
periods. These statements should be read in conjunction with the financial
statements and notes thereto included in Form 10-KSB for the fiscal year ended
September 30, 1999, which is available without cost from Condor Capital Inc.
upon request.
Year 2000 Issue
- ---------------
The Company is aware of the issues associated with the programming code in
existing computer systems as the millennium (Year 2000) approaches. Since the
Company does not currently own any computers or software, it does not foresee a
problem at this time. Any future purchases of computers or software will address
the (Year 2000) issue.
5
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
As in the fiscal year ended September 30, 1999, Condor Capital continues to
concentrate primarily on the identification and evaluation of prospective merger
or acquisition "target" entities. The Company does not intend to act as a
general or limited partner in connection with partnerships it may merge with or
acquire. Management has not identified any particular area of interest within
which the Company will continue its efforts. The Company's officers and
directors will devote only such time as is necessary to seek out a suitable
opportunity.
With this in mind, the only expenses that the Company continues to incur are
those expenses related to stock transfer, legal counsel as needed, and
accounting costs. The Company's continuation as a going concern is dependent
upon its ability to obtain additional financing as may be required and it
continues to do so to that end.
At the present time, management is not actively pursuing any specific entity for
merger or acquisition, but is in preliminary negotations with Rogart Limited.
6
<PAGE>
PART II - OTHER INFORMATION.
Item 1. Legal Proceedings.
During the period covered by this report there are no legal proceedings
against the Company and the Company is unaware of any unasserted claim or
assessment which will have a material effect on the financial position or future
operations of the Company.
Item 2. Changes in Securities.
Not required.
Item 3. Defaults Upon Senior Securities.
Not required.
Item 4. Submission of Matters to a Vote of Security Holders.
Not required
Item 5. Other Information.
Filing of Registration Statement Pursuant to Section 12(g)
-----------------------------------------------------------
On October 19, 1999, the Company filed a Registration Statement on Form
8-A12G in order to register the Company's common stock, no par value pursuant
to Section 12(g) of the Securities Exchange Act of 1934.
Private Sale of Shares
----------------------
On January 18, 2000, the following individuals being officers, directors or
ten percent or greater shareholders sold a portion or all of the restricted
shares held by them, as set forth below, in private non-public transactions
pursuant to Section 4(1).
Name Shares Sold
------------------- -----------
Robert D. Hirsekorn 150,000
Allen R. Goldstone 1,492,836
Michael Fries 1,505,431
Sanford L. Schwartz 1,492,836
Wei Ying Wong 2,763,005
All the above individuals have filed the requisite Beneficial Ownership
statements on Form 3 and Form 4, as required by Section 16 of the Securities
Exchange Act of 1934.
Item 6. Exhibits and Reports on Form 8-K.
(a) List of Exhibits attached or incorporated by referenced pursuant to
Item 601 of Regulation S-B.
(i)* Articles of Incorporation of Registrant as amended
(ii)* Bylaws of Registrant
(iii)* Specimen certificate for common stock
27 Financial Data Schedule
* Incorporated by reference to the Registrant's Form 10-KSB filed for the
fiscal year ended September 30, 1997
(b) There were no other reports on Form 8-K filed during the quarter of the
period covered.
7
<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.
Condor Capital, Inc.
/s/ Robert D. Hirsekorn
February 11, 2000 -----------------------------------
By: Robert D. Hirsekorn
Its: President
7
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 360
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 360
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 360
<CURRENT-LIABILITIES> 10,668
<BONDS> 0
0
0
<COMMON> 336,016
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 360
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,909
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,909)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,909)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
