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: March 31, 2000; 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.
------------------
Nevada 91-2301401
------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
Incorporation or organization)
3858 West Carson Street, Suite 127, Torrance, California 90503-6705
-------------------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
(310) 944-9771
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) filed all reports 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 [ ]
On March 31, 2000 there were 20,155,010 shares of the registrant's Common
Stock, no par value, issued and outstanding.
Transitional Small Business Disclosure Format . Yes [ ] No [ X ]
This Form 10-QSB has 16 pages, the Exhibit Index is located at page 15.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements included herein have been prepared by the Company,
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of March 31, 2000 and the results of its operations and changes in
its financial position from inception through March 31, 2000 have been made. The
results of operations for such interim period is not necessarily indicative of
the results to be expected for the entire year.
Index to Financial Statements
Page
----
Balance Sheets......................................................... 3
Statements of Operations............................................... 4
Statements of Cash Flows............................................... 5
Notes to Financial Statements for Period............................... 7
All other schedules are not submitted because they are not applicable or
not required or because the information is included in the financial statements
or notes thereto.
2
<PAGE>
CONDOR CAPITAL, INC.
(A Development Stage Company)
Balance sheets
ASSETS
<TABLE> ------
<CAPTION>
March 31, September 30,
2000 1999
------------ -------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 81,300 $ 201
------------ -------------
Total Current Assets 81,300 201
------------ -------------
OTHER ASSETS
Investments - -
------------ -------------
Total Other Assets - -
------------ -------------
TOTAL ASSETS $ 81,300 $ 201
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 32,234 $ 8,100
Related party payables 5,000 -
------------ -------------
Total Current Liabilities 37,234 8,100
------------ -------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: no par value, 10,000,000 shares
authorized:
Series A convertible preferred stock:
liquidation preference $0.01 per share, 141,100
shares authorized, none issued or outstanding - -
Series B convertible preferred stock:
liquidation preference $0.01 per share, 140,000
shares authorized, none issued or outstanding - -
Common stock: no par value; 800,000,000 shares
authorized 20,155,010 and 17,620,010 shares
issued and outstanding, respectively 2,211,016 334,516
Deficit accumulated prior to the development stage (172,222) (172,222)
Deficit accumulated during the development stage (1,994,728) (170,193)
------------ -------------
Total Stockholders' Equity (Deficit) 44,066 (7,899)
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 81,300 $ 201
============ =============
</TABLE>
3
<PAGE>
CONDOR CAPITAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
October 1,
For the Six Months Ended For the Three Months Ended 1990 Through
March 31, March 31, March 31,
---------------------------- ---------------------------
2000 1999 2000 1999 2000
------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
COST OF SALES - - - - -
------------ ------------- ------------ ------------ ------------
GROSS PROFIT - - - - -
------------ ------------- ------------ ------------ ------------
EXPENSES
General and administrative 26,185 4,739 22,276 3,555 204,539
------------ ------------- ------------ ------------ ------------
Total Expenses 26,185 4,739 22,276 3,555 204,539
------------ ------------- ------------ ------------ ------------
LOSS FROM OPERATIONS (26,185) (4,739) (22,276) (3,555) (204,539)
------------ ------------- ------------ ------------ ------------
OTHER INCOME (EXPENSE)
Write down of goodwill (1,578,350) - (1,578,350) - (1,578,350)
Interest income - - - - 471
Loss on investment (220,000) - (220,000) - (220,000)
------------ ------------- ------------ ------------ ------------
Total Other Income (Expense) (1,798,350) - (1,798,350) - (1,797,879)
------------ ------------- ------------ ------------ ------------
LOSS BEFORE EXTRAORDINARY
INCOME AND INCOME TAXES (1,824,535) - (1,820,626) - (1,998,509)
------------ ------------- ------------ ------------ ------------
EXTRAORDINARY INCOME
Gain on settlement of debt - net
of zero tax benefit - - - - 7,690
------------ ------------- ------------ ------------ ------------
Total Extraordinary Income - - - - 7,690
------------ ------------- ------------ ------------ ------------
PROVISION FOR INCOME TAXES - - - - -
------------ ------------- ------------ ------------ ------------
NET LOSS $(1,824,535) $ (4,739) $(1,820,626) $ (3,555) $(1,994,728)
============ ============= ============ ============ ============
BASIC LOSS PER SHARE $ (0.10) $ (0.00) $ (0.10) $ (0.00)
============ ============= ============ ============
FULLY DILUTED LOSS PER SHARE $ (0.10) $ (0.00) $ (0.10) $ (0.00)
============ ============= ============ ============
</TABLE>
4
<PAGE>
CONDOR CAPITAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
October 1,
For the Six Months Ended For the Three Months Ended 1990 Through
March 31, March 31, March 31,
---------------------------- ---------------------------
2000 1999 2000 1999 2000
------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(1,824,535) $ (4,739) $(1,820,626) $ (3,555) $(1,994,728)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Loss on disposal of assets - - - - 20,169
Common stock issued for
services 1,500 - - - 8,200
Write-down of goodwill 1,578,700 - 1,578,700 - 1,578,700
Allowance for investments 220,000 - 220,000 - 220,000
Management services contributed - - - - 31,900
Changes in assets and liabilities:
(Increase) decrease in prepaid
expenses - - - - 3,634
Increase (decrease) in accounts
payable 29,134 1,332 26,566 1,761 36,095
------------ ------------- ------------ ------------ ------------
Net Cash Used by Operating
Activities 4,799 (3,407) 4,640 (1,794) (96,030)
------------ ------------- ------------ ------------ ------------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
------------ ------------- ------------ ------------ ------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Cash proceeds from merger 76,300 - 76,300 - 76,300
Proceeds from sale of common
stock - 11,000 - 11,000 44,435
Proceeds from notes payable - 2,000 - 1,000 2,000
Payment of notes payable - - - - (2,000)
Contributions to capital - - - - 14,000
------------ ------------- ------------ ------------ ------------
Net Cash Provided by Financing
Activities $ 76,300 $ 13,000 $ 76,300 $ 12,000 $ 134,735
------------ ------------- ------------ ------------ ------------
</TABLE>
5
<PAGE>
CONDOR CAPITAL, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
October 1,
For the Six Months Ended For the Three Months Ended 1990 Through
March 31, March 31, March 31,
---------------------------- ---------------------------
2000 1999 2000 1999 2000
------------ ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
INCREASE (DECREASE) IN CASH $ 81,099 $ 9,593 $ 80,940 $ 10,206 $ 38,705
CASH AT BEGINNING OF PERIOD 201 901 360 288 42,595
------------ ------------- ------------ ------------ ------------
CASH AT END OF PERIOD $ 81,300 $ 10,494 $ 81,300 $ 10,494 $ 81,300
============ ============= ============ ============ ============
SUPPLEMENTAL DISCLOSURES
OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Stock for stock exchange $ 1,875,000 $ - $ 1,875,000 $ - $ 1,875,000
Common stock issued for services $ 1,500 $ - $ - $ - $ 8,200
CASH PAID FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
</TABLE>
6
<PAGE>
CONDOR CAPITAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and September 30, 1999
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements 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 at
March 31, 2000 and 1999 and for all periods presented have been made.
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 condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
September 30, 1999 audited financial statements. the results of
operations for periods ended March 31, 2000 and 1999 are not
necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not established
revenues sufficient to cover its operating costs and allow it to
continue as a going concern. The Company has merged with an operating
company that has no revenue as of yet. In the interim, management has
committed itself to meeting the company's minimal operating expenses.
7
<PAGE>
Item 2. Management's Discussion and Results of Financial Condition and
Results of Operations.
----------------------------------------------------------------------
The following discussion and analysis should be read together with the Annual
Report of Condor Capital Inc., Consolidated Financial Statements of Condor
Capital Inc. and the notes to the Consolidated Financial Statements included
elsewhere in this Form 10-QSB.
This discussion summarizes the significant factors affecting the consolidated
operating results, financial condition and liquidity and cash flows of Condor
Capital Inc. for the three months ended March 31, 2000. Except for historical
information, the matters discussed in this Management's Discussion and Analysis
of Financial Condition and Results of Operations are forward looking statements
that involve risks and uncertainties and are based upon judgments concerning
various factors that are beyond our control. Actual results could differ
materially from those projected in the forward-looking statements as a result
of, among other things; the factors described below under the caption
"Cautionary Statements and Risk Factors."
Overview
--------
During the past twelve months, the Company continued to concentrate primarily on
the identification and evaluation of prospective merger or acquisition "target"
entities. During this period the company has made one acquisition of Rogart
Ltd., a private corporation, and has created a joint venture entity, Konnect
Corp. a Delaware corporation. Management believes that it has isolated demand
for future growth in the multifaceted communication and fiber optics industry,
specifically within digital data management and has therefore targeted potential
acquisition, merger or partnership candidates who will ensure growth in
broadband application layer network environments.
Plan of Acquisition
-------------------
In evaluating target companies, Management intends to concentrate on identifying
prospects that ensure the Registrant growth in broadband application layer
network environments. Essentially, this will entail a determination by
Management as to whether or not the prospects are in an environment that appears
promising and whether or not these prospects themselves have the potential to
enhance the Registrant's position within the targeted industry. The Registrant
is in the process of overhauling its current corporate infrastructure, pursuing
strategic acquisitions, mergers, partnerships or alliances, and pursuing capital
funding to support this new initiative.
THREE MONTHS ENDED MARCH 31, 2000
---------------------------------
NET SALES AND GROSS PROFIT. The Registrant did not realize any sales or other
areas of revenue generation during the period ending March 31, 2000. The
Registrant did not realize any sales or profit for the three month period ended
March 31, 2000.
OPERATING EXPENSES AND PRODUCTION COSTS. The Registrant realized an operating
expense loss of $26,185.00 on costs related to the Company
GENERAL AND ADMINISTRATIVE EXPENSES. The Registrant realized an increase in
operating expense to $26,185.00 for the three month period ended March 31, 2000.
The increase in operating expenses is primarily due to the Registrants pursuant
of acquisition, merger or partnership candidates and the cost associated with
increased legal fees, filings and other general expenses relating to the normal
operation of the Registrant.
EXTRAORDINARY EXPENSES. The Registrant realized an extraordinary loss during the
period as a result of a write down of good will, $1,578,350.00 and a loss on
investment of $220,000.00. These extraordinary expenses resulted in a fully
diluted loss of $0.10 per share.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company's primary needs for funds are to provide working capital associated
with the normal operations of the Company and for financial demands required to
complete the acquisition, merger or partnership with strategically positioned
entities necessary for the fulfillment of the Company's Digital Data Management
directive. Funds are also required to promote future business development and
market awareness. Working capital for the three months ended March 31, 2000 was
funded primarily through management and shareholder loans.
Cash used in operating activities during the three months ended March 31, 2000
was primarily attributable to a net loss of $26,185. Cash was used primarily in
legal fees, proxies, transfer agent costs, filings and other costs relating to
the daily operation of the Company
No private placements, warrants or other financial instruments were issued for
the three month period ended March 31, 2000.
At present, the Registrants anticipated capital commitments are primarily for
the expenditures associated with the acquisition, merger or partnership with
strategically positioned entities necessary for the fulfillment the Registrants
directive. The Registrant has insufficient capital to meet the needs and goals
of the Company. Based on the current operating plan, the Registrant anticipates
that further capital will be required during the next twelve months to satisfy
our expected increased working capital and the Company's acquisition, merger or
partnership directives. The Registrant is currently exploring alternatives to
fulfill the needed financing requirements though no assurance can be given that
additional financing will be available when needed or that, if available, it
will be on terms favorable to our stockholders and management. If needed funds
are not available, the Company may be required to curtail operations, which
could have a material adverse effect on business, operating results and
financial condition. There can be no assurance that the working capital
requirements during this period will not exceed its available resources or that
these funds will be sufficient to meet the Company's longer-term cash
requirements for operations.
CAUTIONARY FORWARD - LOOKING STATEMENT
--------------------------------------
Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, and in future filings by the
Company with the Securities and Exchange Commission, in the Company's press
releases and in oral statements made with the approval of an authorized
executive officer which are not historical or current facts are "forward-looking
statements" made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The following
important factors, among others, in some cases have affected and in the future
could affect the Company's actual results and could cause the Company's actual
financial performance to differ materially from that expressed in any
forward-looking statement: (i) the extremely competitive conditions that
currently exist in the fire retardant and fireproofing industry are expected to
continue, placing further pressure on pricing which could adversely impact sales
and erode profit margins; (ii) many of the Company's major competitors in its
channels of distribution have significantly greater financial resources than the
Company; and (iii) the inability to carry out marketing and sales plans would
have a materially adverse impact on the Company's projections. The foregoing
list should not be construed as exhaustive and the Company disclaims any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
9
<PAGE>
IMPACT OF YEAR 2000
-------------------
During 1999 we completed our remediation and testing of our platform
systems, management support, systems, and our internal information technology
and non-information technology systems. Because of those planning and
implementation efforts, we experienced no disruptions in our information
technology and non-information technology systems and those systems have
successfully responded to the Year 2000 date change. We did not incur any
significant expenses during 1999 in conjunction with remediating our systems. We
are not aware of any material problems resulting from Year 2000 issues, either
with our products, internal systems, or the products and services of third
parties. We will continue to monitor our mission critical computer applications
and those of our suppliers and vendors throughout the year 2000 to ensure any
latent Year 2000 matters arising are addressed promptly.
RISK FACTORS
------------
FUTURE CAPITAL REQUIREMENTS; UNCERTAINTY OF FUTURE FUNDING. The Company's
plan of operation calls for The Registrant to acquire assets or business of
other entities primarily in instances where the Registrant exchanges its common
stock with those held by the target company and/or the target company's
shareholders. Another possibility, although less likely, is that the Registrant
may give its common stock to a target in exchange for the target's assets.
Management expects that an exchange of the Registrant's Common Stock in a merger
or acquisition, if ever, would require the Registrant to issue a substantial
number of shares of its common stock. Accordingly, the percentage of common
stock held by the Registrant's then current shareholders would be reduced as a
result of the increased number of shares of common stock issued and outstanding
following any such merger or acquisition.
The Registrant expects to continue to concentrate primarily on the
identification and evaluation of prospective merger or acquisition "target"
entities. The Registrant 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 Registrant will
continue its efforts. The Registrant's officers and directors will devote only
such time as is necessary to seek out a suitable opportunity.
Management contemplates that the Registrant will seek to merge with or
acquire a target company with either assets or earnings, or both, and that
preliminary evaluations undertaken by the Registrant will assist in identifying
possible target companies. The Registrant has not established a specific level
of earnings or assets below which the Registrant would not consider a merger or
acquisition with a target company. Moreover, Management may identify a target
company generating losses which the Registrant will seek to acquire or merge
with the Registrant. There is no assurance that if the Registrant acquires a
target company with assets or earnings, or both, that the price of the
Registrant's common stock will increase.
SUBSTANTIAL DOUBT THAT THE COMPANY CAN CONTINUE AS A GOING CONCERN. The
Company expects to continue to incur significant capital expenses in pursuing
its plans to seek to merge with or acquire a target company with either assets
or earnings, or both. In order for the Company to continue its operations at its
existing levels, the Company will require additional funds over the next twelve
months. The Company presently cannot generate funds necessary to maintain its
operations. Therefore the Company is dependent on funds raised through equity or
debt offerings. Additional financing may not be available on terms favorable to
the Company, or at all. If adequate funds are not available or are not available
on acceptable terms, the Company may not be able to execute its business plan or
take advantage of business opportunities. The ability of the Company to obtain
such additional financing and to achieve its operating goals is uncertain. In
the event that the Company does not obtain additional capital, there is a
substantial doubt of its being able to continue as a going concern.
Additionally, it should be noted that the Company's independent auditors
have included a going concern opinion in the note to financial statements. The
auditor's have included this provision because the Company has an accumulated
deficit which the auditor believes raises substantial doubt about its ability to
continue as a going concern. Until such time as the Company does receive
additional debt or equity financing, there is a risk that the Company's auditors
will continue to include a going concern provision in the notes to financial
statements.
10
<PAGE>
PATENTS AND PROPRIETARY RIGHTS. The Company does not rely on patents,
contractual rights, trade secrets, trademarks, and copyrights to establish and
protect its proprietary rights in products. The Company does not have any
patented technology.
DEPENDENCE ON KEY EMPLOYEES. The Company currently has no employees.
Historically, the Company has not employed any person who has been expected to
make significant contributions to the business of the Registrant and who is not
an executive officer. In the event of future growth in administration,
marketing, and merger or acquisition support functions, the Company may have to
increase the depth and experience of its management team by adding new members.
The Company's success will depend to a large degree upon the active
participation of its key officers and directors. Loss of services of any of the
current officers and directors could have a significant adverse effect on the
operations and prospects of the Company. There can be no assurance that it will
be able to employ qualified persons on acceptable terms to replace officers that
become unavailable.
NEED FOR ADDITIONAL SPECIALIZED PERSONNEL. Although the management of the
Company is committed to the business and continued development and growth of the
business, the addition of specialized key personnel to assist the Company in its
plan of merger or acquisition may be necessary. There can be no assurance that
the Company will be able to locate and hire such specialized personnel on
acceptable terms.
COMPETITION. The Registrant will remain an insignificant participant among
the firms which engage in mergers with and acquisitions of privately-financed
entities. There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources and technical
expertise than the Registrant. In view of the Registrant's limited financial
resources and limited management availability, the Registrant will continue to
be at a significant competitive disadvantage compared to the Registrant's
competitors.
VOTING CONTROL. The Registrant is aware that some shareholders have been in
negotiations with prospective purchasers of their shares, which if accomplished,
would result in a change in control of the Registrant. To the knowledge of the
Registrant, there are no legally binding agreements with respect to any such
proposed sales.
RISKS OF "PENNY STOCKS." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) of an issuer with net tangible assets less than US $2,000,000 (if the
issuer has been in continuous operation for at least three years) or US
$5,000,000 (if in continuous operation for less than three years), or with
average annual revenues of less than US $6,000,000 for the last three years.
Section 15(g) of the 1934 Act and Reg. Section 240.15g-2 of the Commission
require broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document before effecting any
transaction in a penny stock for the investor's account. Potential investors in
the Company's common stock are urged to obtain and read such disclosure
carefully before purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Commission requires broker-dealers
in penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker-dealer to (i) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (ii)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in
(ii) above; and (iv) receive a signed and dated copy of such statement from the
investor, confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company's
common stock to resell their shares to third parties or to otherwise dispose of
them.
11
<PAGE>
MARKET FOR COMMON STOCK. During the fiscal year end September 30, 1999, and
during the preceding two fiscal years, there has been no established market for
the Registrant's common stock and to the best of the Registrants knowledge there
has been no trading before May of 1999. The bid price on March 31, 2000 was
$1.25. There are no outstanding options or warrants to purchase any Common
Stock, as all previously issued warrants have expired by their terms. Any market
price for shares of common stock of the Company is likely to be very volatile,
and numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop.
PART II - OTHER INFORMATION.
----------------------------
Item 1. Legal Proceedings.
---------------------------
There are no pending legal proceedings involving the Registrant and the
Registrant is not aware of any proceeding that any governmental authority or any
other party is contemplating.
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.
-------------------------------------------------------------
None.
Item 5. Other Information.
---------------------------
On February 16, 2000, the following officers of the Company resigned
pursuant to that certain Acquisition Agreement and Plan of Reorganization with
Rogart Limited, a corporation organized under the laws of the Turkish Republic
of Northern Cyprus.
President ......... Robert Hirsekorn
CFO ............... John H. Venette
Secretary / Treasurer John H. Venette
On February 16, 2000, the following Directors of the Company resigned
pursuant to that certain Acquisition Agreement and Plan of Reorganization with
Rogart Limited, a corporation organized under the laws of the Turkish Republic
of Northern Cyprus.
Robert Hirsekorn
John H. Venette
On February 16, 2000, the following officers of the company were appointed:
President ......... Lee E. Gahr
CFO ............... W. Patrick Battista
Secretary / Treasurer W. Patrick Battista
On February 16, 2000, the following directors of the company were
appointed:
Lee E. Gahr
W. Patrick Battista
George h. Lerg
12
<PAGE>
The following are biographies on the new officers and directors.
Lee E. Gahr - Mr. Gahr, a resident of Vancouver, BC, has a strong
background in international trade and finance. Mr. Gahr studied business
administration and computer drafting while at the same time establishing an
international marketing and trading company based in Edmonton, Alberta.
Mr. Gahr relocated to Vancouver, BC in 1988 to participate as a
draftsperson on the Alcan "Kemano" power plant project. While in Vancouver, Mr.
Gahr established a trading company which dealt primarily in goods and services
for the Far East markets. In 1991, as a result of businesses in Eastern Russia,
Mr. Gahr became a consultant for the Khabarovsk, Krai Administration, detailing
economic growth and expansion for the city and region of Khabarovsk in the
Russian Federation. His increased involvement in commerce in the Far East
allowed him to relocate in Hong Kong in 1992.
While residing in Hong Kong, Mr. Gahr advised selective corporations on
expansion into the Peoples Republic of China. The focus of this consultation was
for corporations based in Hong Kong, Singapore and Malaysia to expend their
growth in to the Chinese economy beyond that of traditional trade. This
involvement in China contributed to Mr. Gahr becoming a special consultant to
the Ministry of Agriculture regarding the rebuilding and growth of selective
areas within the Ministry of Agriculture. In 1994 Mr. Gahr returned to Vancouver
where he established himself in the field of international financing. For the
years since, Mr. Gahr has been involved either as consultant or participant in
numerous financings, both within the public and private arenas. These projects
have required Mr. Gahr's participation in locations stretching across North
America, Eastern and Western Europe, the United Arab Emirates, Turkey and
Mexico.
Presently, Mr. Gahr has divested himself of all business interests save
that of serving as Chairman, President and CEO of Condor Capital Inc. He
continues to serve as a contributing member of a think-tank committee for the
development and integration of Eastern Europe and Middle Eastern business into
the European Union marketplace.
W. Patrick Battista - Mr. Battista, a native of Chicago Illinois, is a long
term resident of Los Angeles, California. The majority of Mr. Battista's
scholastic years where spent in California where, while attending college, he
joined a large aero-space firm located in the Los Angeles area. He became
project manager in charge of research and development of environmental cryogenic
systems for all space projects under contract with the company.
Subsequent to aerospace industry, Mr. Battista became Vice President of
Marketing for a manufacture of computerized audio/visual advertising equipment
which also provided consulting services to independent computer peripheral
equipment manufacturers. His responsibility was for initial development,
research and feasibility studies of product marketability and the implementation
of local, national and international sales, coordinated national and
international national media placement and public relations for product
promotion.
Mr. Battista formed Battista Investments, Inc., which acquired, brokered
and developed numerous real estate investments. For more than twenty years, Mr.
Battista was involved in the real estate market, experienced in the sale of
single family residences, managing multiple residential offices, operating
income and investment divisions for a conglomerate tax preparation firm, and the
organization of group investments for the acquisition of commercial and
residential income property.
Currently, Mr. Battista is President of Desert Gaming Inc. (1993) and North
Bay Gaming Inc. (1994). Desert Gaming and North Bay Gaming have the exclusive
distribution rights of electronic technologies used in the gaming industry.
Desert Gaming is predominant in the State of Arizona while North Bay has rights
for ten Northeastern and Central States.
13
<PAGE>
George H. Lerg - Mr. Lerg, an attorney and resident of San Diego, received
a Bachelor of Science degree in Aeronautical Engineering in 1958 from Arizona
State and a Juris Doctorate degree n 1966 from the University of San Diego. Mr.
Lerg served three years as Aeronautical Engineering Officer in the Air Force,
McChord AFB, Washington. As Squadron Legal Officer, Mr. Lerg served on numerous
Military Courts and received Honorable discharge as a Reserve Captain whereupon
Mr. Lerg was awarded the Air Force Commendation Medal by Secretary of the Air
Force, Eugene M. Zuckert, for outstanding service.
Upon graduation from USD, Mr. Lerg served one year as Research Attorney to
Justice Martin J. Coughlin of the Court of Appeal, Fourth District, State of
California and has practiced ten years as a trial attorney in the Federal and
State courts. For the past two decades Mr. Lerg has practiced all phases of
corporate law and business negotiations. He has served in various positions,
including: General Counsel, Executive Vice President, Chief Executive Officer,
President, Director and Chairman of the Board. He has specialized in advising
start-up leading edge technology companies. The focus of many of these
organizations has been on energy. He has been a contributor to an energy
publication developed by the Office of Technology Assessment for Congress. The
subject was: "Energy Efficiency in the Federal Government: Government by Good
Example?"
At present Mr. Lerg is acting as consultant to Voltek, Inc., developer of
the internationally patented Aluminum/Air "Fuel Pak(R)" Fuel Cell. Mr. Lerg
serves as General Counsel and Director to Float Incorporated, developer of
patented technology which provides for a stable platform at sea. Float Inc. is
involved in the potential development of off-shore airports in San Diego and
Japan. Mr. Lerg is "Of Counsel" to the law firm of Potter, Day & Associates, a
firm specializing in international negotiations and asset protection. Mr. Lerg
has recently been named General Counsel to the Board of Directors of ENSTAR,
developer of the Baldwin Ultracapacitor and a revolutionary flexible solar cell.
Mr. Lerg is a recognized Public Speaker on energy and personal security matters
On April 24, 2000 Mr. Lerg resigned as a Director of the Company. As such,
the Company is currently looking for a qualified replacement director.
14
<PAGE>
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.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
2.1(a)(+) Acquisition Agreement and Plan of Reorganization with Rogart Limited, a
corporation organized under the laws of the Turkish Republic of Northern
Cyprus. (Incorporated from the Registrants Form 8-K filed February 16,
2000, Commission file number 33-20848-D)
2.1(b)(+) Articles of Merger of Condor Capital, Inc. a Colorado Corporation
into Condor Capital, Inc. a Nevada Corporation. (Incorporated from the
Registrants Form 8-K filed May 17, 2000, Commission file number 33-20848-D)
3.1(a)(+) Articles of Incorporation of Registrant as amended. (Incorporated
by reference to Registrant's Form 10-KSB filed for the fiscal year ended
September 30, 1997)
3.1(b)(+) Bylaws of Registrant. . (Incorporated by reference to
Registrant's Form 10-KSB filed for the fiscal year ended September 30,
1997)
3.1(c)(+) Bylaws of Condor Capital, Inc. a Nevada Corporation (Incorporated
from the Registrants Form 8-K filed May 17, 2000, Commission file number
33-20848-D)
4.1 (+) Specimen certificate for common stock. (Incorporated by reference
to Registrant's Form 10-KSB filed for the fiscal year ended September 30,
1997)
10.1(+) On March 22, 2000 the Registrant entered into a Joint Venture
Agreement with Tech-Catalyst Ventures Inc., of Vancouver, British Columbia
(Incorporated by reference to Registrant's Form 8-K filed March 22, 2000)
27.1 (+)(+) Financial Data Schedule (submitted electronically for SEC
information only).
(+) Previously filed.
(+)(+) Filed herewith.
</TABLE>
15
<PAGE>
(b) The following reports were filed on Form 8-K during the quarter for
which this report is filed:
On February 16, 2000, the Registrant filed two Form 8-K's, the first
regarding an Acquisition Agreement, and the second regarding a change in
the Registrant's Certifying Accountants. On March 22, 2000 the Registrant
filed a Form 8-K regarding a Joint Venture Agreement. On May 17, 2000 the
Registrant field a Form 8-K regarding a Reincorporation of Condor Capital,
Inc., a Colorado Corporation to Condor Capital, Inc. a Nevada Corporation
for the purpose of the change of domicile of the Registrant. There were no
other reports filed on Form 8-K during the quarter for which this report is
filed.
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.
(Registrant)
May 31, 2000 /s/ Lee Gahr
------------------------
By: Lee Gahr
President
May 31, 2000 /s/ W. Patrick Battista
------------------------
By: W. Patrick Battista
Secretary
16
