<PAGE>
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 the quarterly period ended June 30, 1996
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OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 33-26828
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WINDSOR CAPITAL CORP.
__________________________________________________________________
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 59-2754843
- -------------------------------- ------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
1111 Kane Concourse, Suite 505
Bay Harbour Islands, Florida 33154
- ------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (305) 864-3255
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Check whether the issuer (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
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State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 5,500,000 shares of common
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stock, $.001 par value per share, were outstanding as of June 30, 1996.
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Page 1 of 7
Exhibit Index at Page 6
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PART 1 - FINANCIAL INFORMATION
WINDSOR CAPITAL CORPORATION
BALANCE SHEET
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
June 30, September 30,
1996 1995
---------- --------------
<S> <C> <C>
Current assets
Cash.......................................... $ 470 $ 16,575
Mutual funds, at market....................... 465,308 375,527
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Total current assets..................... $465,778 $392,102
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable............................. $ 8,253 $ 10,000
Income taxes payable......................... 600 -
-------- --------
Total current liabilities............. 8,853 10,000
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Stockholders' equity
Preferred stock, $.01 par value
Authorized 10,000,000 shares
None issued or outstanding
Common stock, $.001 par value
Authorized 25,000,000 share
5,500,000 shares issued and
outstanding........................... 5,500 5,500
Additional paid in capital................... 339,500 339,500
Retained earnings............................ 111,925 37,102
-------- --------
456,925 382,102
-------- --------
$465,778 $392,102
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
2
<PAGE>
WINDSOR CAPITAL CORPORATION
STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months Three months
ended ended
June 30, June 30,
1996 1995 1996 1995
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues
Dividend income.................... $30,462 $ 27,164 $10,292 $ 9,197
Interest income.................. 10 20 4 8
------- --------- ------- --------
30,472 27,184 10,296 9,205
------- --------- ------- --------
Operating expenses................. 5,553 4,335 3,903 3,865
------- --------- ------- --------
24,919 22,849 6,393 5,340
------- --------- ------- --------
Other income (expenses)
Interest expense................... - (194) - (2)
Gain (loss) on sale of marketable
securities.................... - (36,757) - (8,155)
Unrealized gain (loss in marketable
securities.................... 50,504 29,931 26,150 28,808
------- --------- ------- --------
Other Income (expenses) net........ 50,504 (7,020) 26,150 20,651
------- --------- ------- --------
Income before income
taxes......................... 75,423 15,829 32,543 25,991
Income tax......................... 600 3,400 (100) 3,400
------- --------- ------- --------
Net income......................... $74,823 $ 12,429 $32,643 $ 22,591
======= ========= ======= ========
Net income per common share........ $ .014 $ .002 $ .006 $ .004
======= ========= ======= ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
3
<PAGE>
WINDSOR CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended
-----------------
June 30,
-----------------
1996 1995
---- ----
<S> <C> <C>
Cash provided by (used for)
OPERATIONS
Net income (loss) $ 74,823 $ 12,429
Increase (decrease) in payables (1,147) (7,032)
--------- --------
Net cash provided by (used for) operations 73,676 5,397
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INVESTMENTS
(Increase) in marketable securities (89,781) (6,034)
Net cash provided by (used for) investments (89,781) (6,034)
FINANCING
Increase (decrease) in loans from brokers - (1,826)
-------- --------
Net cash provided by (used for) financing activities - (1,826)
--------- --------
Net increase (decrease) in cash (16,105) (2,463)
Cash, beginning of period 16,575 3,793
--------- --------
Cash, end of period $ 470 $ 1,330
========= ========
</TABLE>
No cash was paid out for interest or income taxes
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
4
<PAGE>
WINDSOR CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
ITEM 1. BASIS OF PRESENTATION
- ------- ---------------------
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods.
The results of operations for the three and nine month ended periods
ended June 30, 1996 are not necessarily indicative of the results to be expected
for the full year.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS
- ------- ----------------------------------------------------------------------
OF OPERATIONS
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RESULTS OF OPERATIONS
The principal activity of the Company since inception has been to
conserve its assets for use in connection with a business acquisition. At this
date, the Company has no understandings, agreements or commitments with respect
to any acquisition.
Revenue during the three and nine months ended June 30,1995 and 1996
consisted principally of dividend income. The Company also reported an
unrealized gain in marketable securities for the three and nine months ended
June 30, 1996 and 1995.
No officer or director of the Company has received or accrued any
right to receive any cash compensation since the Company's inception. Net
income has been retained for working capital.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital and stockholders equity at June 30,
1996 and September 30, 1995 of $456,925 and $382,102, respectively. The Company
will use these funds in connection with the acquisition of a business or assets,
or for working capital in connection with any business acquired. See the
Company's Annual Report on Form 10-KSB for the fiscal year ended September 30,
1995 for a description of the Company's business. It is quite possible that any
acquisition, to the extent funded in whole or in part in cash, will require
additional capital. Further, it is likely that the capital requirements of any
business acquired will require additional capital. Any such capital may be
obtained through loans, issuance of additional securities, or through other
financing arrangements to be funded concurrent with an acquisition. There can
be no assurance that any such financing will be available when it is required,
or that even if it is available, that it will be available on terms acceptable
to the Company.
5
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
FINANCIAL STATEMENTS
The following financial statements of the Company are included in this
report:
a. Balance Sheet as of June 30, 1996 and September 30, 1995;
b. Statement of Income for the three and nine months ended June 30,
1996 and 1995;
c. Statement of Cash Flows for the nine months ended June 30,
1996 and 1995; and
d. Notes to Financial Statements.
FORM 8-K
The Company did not file any Current Reports on Form 8-K during the quarter
ended June 30, 1996.
6
<PAGE>
SIGNATURES
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In accordance with 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.
WINDSOR CAPITAL CORP.
Date: August 5, 1996 By: /s/ Robert M. Leopold
-----------------------------
Robert M. Leopold, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Robert M. Leopold
- --------------------- President/Principal August 5, 1996
ROBERT M. LEOPOLD Executive Officer/
Director
/s/ Steve Gordon
- --------------------- Treasurer/Principal August 7, 1996
STEVE GORDON Financial and Accounting
Officer
/s/ Hershel Krasnow
- --------------------- Director August 7, 1996
HERSHEL KRASNOW
7
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1996
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> SEP-30-1996 SEP-30-1996
<PERIOD-START> APR-01-1996 OCT-01-1995
<PERIOD-END> JUN-30-1996 JUN-30-1996
<CASH> 470 0
<SECURITIES> 465,308 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 465,778 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 465,778 0
<CURRENT-LIABILITIES> 8,853 0
<BONDS> 0 0
0 0
0 0
<COMMON> 456,925 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 465,778 0
<SALES> 10,296<F1> 30,472<F1>
<TOTAL-REVENUES> 10,296 30,472
<CGS> 0 0
<TOTAL-COSTS> 3,903<F2> 5,553<F2>
<OTHER-EXPENSES> 26,150<F3> 50,504<F3>
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 32,543 75,423
<INCOME-TAX> (100) 600
<INCOME-CONTINUING> 32,643 74,823
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 32,643 74,823
<EPS-PRIMARY> .006 .014
<EPS-DILUTED> .006 .014
<FN>
<F1>PRINCIPALLY DIVIDEND INCOME
<F2>OPERATING EXPENSES
<F3>UNREALIZED GAIN ON MARKETABLE SECURITIES
</FN>
</TABLE>
