<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 December 31, 1996
-----------------
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.
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(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 59-2754843
- ------------------------------- --------------------------------
(State or Other Jurisdiction of
(IRS Employer
Incorporation or Orgainzation 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
----- -----
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 5,525,000 shares of common
--------------------------
stock, $.001 par value per share, were outstanding as of December 31, 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>
December 31, September 30,
1996 1996
------------ -------------
<S> <C> <C>
Current assets
Cash ................................ $ 308 $ 2,254
Mutual funds, at market .................... 561,003 520,114
-------- --------
Total current assets ............ $561,311 $522,368
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Accounts payable and income taxes payable .. $4,746 $6,085
------ ------
Total current liabilities........ $4,746 $6,085
------ ------
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
5,525,000 shares issued and
outstanding ..................... 5,525 5,525
Additional paid in capital ................. 339,725 339,725
Retained earnings .......................... 211,315 171,033
-------- --------
556,565 516,283
-------- --------
$561,311 $522,368
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
2
<PAGE>
WINDSOR CAPITAL CORPORATION
STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three months
ended
December 31,
--------------------
1996 1995
---- ----
<S> <C> <C>
Revenues
Dividend income ............................ $10,622 $10,069
Interest income ............................ 5 2
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10,627 10,071
------- -------
Operating expenses ......................... - -
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10,627 10,071
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Other Income (expenses)
Gain on sale of marketable securities ...... 7,481 -
Unrealized gain in marketable securities ... 22,774 20,017
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Other Income(expenses) net ................. 30,255 20,017
------- -------
Income before income taxes ................. 40,882 30,088
Income tax ................................. 600 453
------- -------
Net income ................................. $40,282 $29,635
======= =======
Net income per common share ................ $ .007 $ .005
======= =======
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
3
<PAGE>
WINDSOR CAPITAL CORPORATION
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
------------------
December 31,
--------------------
1996 1995
---- ----
<S> <C> <C>
Cash provided by (used for)
OPERATIONS
Net income ...................................... $ 40,282 $ 29,635
(Decrease) increase in payables ................. ( 1,339) 453
-------- --------
Net cash provided by (used for) operations ...... 38,943 30,088
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INVESTMENTS
(Increase) in marketable securities ............. ( 40,889) ( 46,201)
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Net cash (used for) investments ................. ( 40,889) ( 46,201)
------- --------
Net decrease in cash ............................ ( 1,946) ( 16,113)
Cash, beginning of period ....................... 2,254 16,575
-------- --------
Cash, end of period ............................. $ 308 $ 462
======== ========
Cash paid out for income taxes .................. $ -0- $ 3,232
======= ========
</TABLE>
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 month period ended December 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 months ended December 31, 1996 and 1995 consisted
principally of dividend income. The Company also reported an unrealized gain in
marketable securities for the three months ended December 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 December 31,
1996 and September 30, 1996 of $556,565 and $516,283, 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,
1996 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 December 31, 1996 and September 30, 1996;
b. Statement of Income for the three months ended December 31, 1996
and 1995;
c. Statement of Cash Flows for the three months ended December 31,
1996 and 1995; and
d. Notes to Financial Statements.
Form 8-K
On January 23, 1996, the Company filed a Current Report on Form 8-K
reporting a change of independent auditors for the fiscal year ended September
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: January 27, 1997 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 January 30, 1997
- ------------------------- Executive Officer/
ROBERT M. LEOPOLD Director
/s/ Steven Gordon Treasurer/Principal January 30, 1997
- ------------------------- Financial and Accounting
STEVEN GORDON Officer
/s/ Hershel Krasnow Director January 27, 1997
- -------------------------
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-QSB FOR THE QUARTER ENDED DECEMBER 31,
1996.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 561,311<F1>
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 561,311
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 561,311
<CURRENT-LIABILITIES> 4,746
<BONDS> 0
0
0
<COMMON> 556,565
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 561,311
<SALES> 10,627<F2>
<TOTAL-REVENUES> 10,627
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,255<F3>
<INCOME-PRETAX> 0
<INCOME-TAX> 600
<INCOME-CONTINUING> 40,282
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,282
<EPS-PRIMARY> .007
<EPS-DILUTED> .007
<FN>
<F1>Principally income mutual funds.
<F2>Principally dividend income.
<F3>Gain on sale of marketable securities and unrealized gain in marketable
securities.
</FN>
</TABLE>
