<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 March 31, 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 _______________
Commission File No. 33-26828
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WINDSOR CAPITAL CORP.
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(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 58-1921737
- - ------------------------------- -----------------------
(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
--------------------------
stock, $.001 par value per share, were outstanding as of March 31, 1996.
- - ------------------------------------------------------------------------
Page 1 of 7
Exhibit Index at Page 6
<PAGE>
PART 1 - FINANCIAL INFORMATION
WINDSOR CAPITAL CORPORATION
BALANCE SHEET
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
March 31, September 30,
1996 1995
-------- -------------
<S> <C> <C>
Current assets
Cash......................................... $ 1,315 $ 16,575
Mutual funds, at market...................... 433,666 -
Marketable securities,
at market.................................. - 375,527
-------- --------
Total current assets................. $434,981 $392,102
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Accounts payable and income taxes............ $ 10,700 $ 10,000
-------- --------
Total current liabilities............ 10,700 10,000
-------- --------
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 shares
5,500,000 shares issued and
outstanding........................... 5,500 5,500
Additional paid in capital................... 339,500 339,500
Retained earnings............................ 79,281 37,102
-------- --------
424,281 382,102
-------- --------
$434,981 $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>
Six months Three months
ended ended
March 31, March 31,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Dividend income............... $20,170 $17,967 $10,101 $ 8,429
Interest income............. 6 12 4 3
------- ------- ------- -------
20,176 17,979 10,106 8,432
------- ------- ------- -------
Operating expenses............ 1,650 470 1,650 470
------- ------- ------- -------
18,526 17,509 8,455 17,509
------- ------- ------- -------
Other income (expenses)
Interest expense.............. (192)
Gain (loss) on sale
of marketable securities... (28,602)
Unrealized gain (loss)
in marketable securities... 24,354 1,123 4,337 13,970
------- ------- ------- -------
24,354 (27,671) 4,337 13,970
------- ------- ------- -------
Income before income
taxes...................... 42,880 32,063 12,792 21,932
Income tax.................... 700 820 247
------- ------- ------- -------
Net income.................... $42,180 $31,243 $12,545 $21,932
======= ======= ======= =======
Net income per common share... $ .008 $ .005 $ .002 $ .003
======= ======= ======= =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
3
<PAGE>
WINDSOR CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
----------------
March 31,
-----------
1996 1995
---- ----
<S> <C> <C>
Cash provided by (used for)
OPERATIONS
Net income (loss) $ 42,180 ($ 10,162)
Increase (decrease) in payables 700 (4,682)
--------- ---------
Net cash provided by operations (42,880) 14,844
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INVESTMENTS
Changes in marketable securities ( ) 13,814
--------- ---------
Net cash used for investments (58,140) 13,814
--------- ---------
FINANCING
Changes in loans from brokers (1,826)
--------- ---------
Net cash provided by financing (1,826)
--------- ---------
Net increase (decrease) in cash (15,260) (2,856)
Cash, beginning of period 16,575 3,793
--------- ---------
Cash, end of period $ 1,315 $ 937
========= =========
</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 six month ended periods ended March
31, 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
-------------
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 six months ended March 31,1995 and 1996
consisted principally of dividend income. The Company also reported an
unrealized gain in marketable securities for the six months and three months
ended March 31, 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 March 31,
1996 and September 30, 1995 of $424,281 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 March 31, 1996 and September 30, 1995;
b. Statement of Income for the three and six months ended March 31,
1996 and 1995;
c. Statement of Cash Flows for the six months ended March 31, 1996
and 1995; and
d. Notes to Financial Statements.
Form 8-K
The Company filed a Form 8-K dated January 29, 1996 reporting a change in
its independent auditor.
6
<PAGE>
SIGNATURES
----------
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: May 14 , 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 May 14 , 1996
- - ----------------------------- Executive Officer/
ROBERT M. LEOPOLD Director
/s/ Steve Gordon Treasurer/Principal May 14 , 1996
- - ----------------------------- Financial and Accounting
STEVE GORDON Officer
/s/ Hershel Krasnow Director May 14, 1996
- - -----------------------------
HERSHEL KRASNOW
7
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AT MARCH 31, 1996 AND FOR THE THREE AND SIX
MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> SEP-30-1996 SEP-30-1996
<PERIOD-START> JAN-01-1996 OCT-01-1995
<PERIOD-END> MAR-31-1996 MAR-31-1996
<CASH> 0 1,315
<SECURITIES> 0 433,666
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 434,981
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 434,981
<CURRENT-LIABILITIES> 0 10,700
<BONDS> 0 0
0 0
0 0
<COMMON> 0 424,281<F1>
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 0 434,981
<SALES> 0 0
<TOTAL-REVENUES> 10,101<F2> 20,176<F2>
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1,650 1,650
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 12,792<F4> 42,880<F3>
<INCOME-TAX> 247 700
<INCOME-CONTINUING> 12,545 42,180
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 12,545 42,180
<EPS-PRIMARY> .002 .008
<EPS-DILUTED> .002 .008
<FN>
<F1>(1) Stockholders' Equity.
<F2>(2) Principally Dividend income.
<F3>(3) Includes unrealized gain in Marketable Securities of $24,354.
<F4>(4) Includes unrealized gain in Marketable Securities of $4,337.
</FN>
</TABLE>
