U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 0-31235
CONX CAPITAL CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 62-1736894
------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
502 N. DIVISION STREET, CARSON CITY, NV 89703
--------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(702) 886-0713
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (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
-- --
As of March 31, 2001, the Registrant had 6,650,000 shares of
Common Stock, $.01 par value per share, outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
This quarterly report on Form 10-Q contains forward-looking
statements as defined by the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements should be read in
conjunction with the cautionary statements and other important
factors included in this Form 10-Q as well as in other filings
made by the Company with the Securities and Exchange Commission
("SEC") . These forward-looking statements are subject to a
number of risks and uncertainties, which could cause the
Company's actual results to differ materially from those
anticipated in such statements and include statements concerning
plans, objectives, goals, strategies, future events or
performance and underlying assumptions and other statements which
are other than statements of historical facts. Factors which
could cause such results to differ include the Company's limited
operating history, the Company's dependence on the operations of
an affiliated party, reliance upon third party financing, the
need for additional financing and other factors discussed in the
Company's filings with the SEC, including the Risk Factors set
forth in the Company's Form 10 dated January 16, 2001. Such
forward-looking statements may be identified, without limitation,
by the use of the words "anticipates," "estimates," "expects,"
"intends," "plans," "predicts," "projects," and similar
expressions.
The Company's expectations, beliefs and projections are
expressed in good faith and are believed by the Company to have a
reasonable basis, including without limitation, management's
examination of the historical operating trends, data contained in
the Company's records and other data available from third
parties. There can be no assurance, however, that the Company's
expectations, beliefs or projections will be achieved or
accomplished.
-1-
CONX Capital Corporation
Accountants' Report and Financial Statements
March 31, 2001 and December 31, 2000
-2-
CONX CAPITAL CORPORATION
MARCH 31, 2001 AND DECEMBER 31, 2000
TABLE OF CONTENTS
-----------------
Page
----
INDEPENDENT ACCOUNTANTS' REPORT . . . . . . . . . . . . . . 4
FINANCIAL STATEMENTS
Balance Sheets . . . . . . . . . . . . . . . . . . . . . 5
Statements of Income . . . . . . . . . . . . . . . . . . 6
Statements of Changes in Stockholders Equity . . . . . 7
Statements of Cash Flows . . . . . . . . . . . . . . . . 8
Notes to Financial Statements . . . . . . . . . . . . . 9
-3-
Independent Accountants' Report
--------------------------------
Board of Directors
CONX Capital Corporation
Little Rock, Arkansas
We have reviewed the condensed balance sheet of CONX CAPITAL
CORPORATION as of March 31, 2001 and the related condensed
statement of income for the three-month periods ended March 31,
2001 and 2000 and the condensed statements of changes in
stockholders equity and cash flows for the periods ended March
31, 2001 and 2000. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards
established by the American Institute of Certified Public
Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data
and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the condensed financial
statements referred to above for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the balance sheet as of December 31,
2000 and the related statements of income, statements of changes
in stockholders equity, and cash flows for the year then ended
and in our report dated February 22, 2001, we expressed an
unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying condensed
financial statements as of December 31, 2000 is fairly stated, in
all material respects, in relation to the balance sheet from
which it has been derived.
BAIRD, KURTZ & DOBSON
/s/ Baird, Kurtz & Dobson
Little Rock, Arkansas
May 3, 2001
-4-
CONX CAPITAL CORPORATION
BALANCE SHEETS
MARCH 31, 2001 AND DECEMBER 31, 2000
ASSETS
------
March 31,
2001 December 31,
(Unaudited) 2000
--------- ---------
Cash $ 112,426 $ 227,948
Accounts receivable - affiliated company 96,912 97,478
Note receivable - affiliated company 341,051 125,000
Equipment, at cost, net of accumulated
depreciation 9,473,820 10,152,605
--------- ----------
$ 10,024,209 $ 10,603,031
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
LIABILITIES
Accrued expenses $ 32,448 $ 27,968
Long-term debt 8,156,199 9,031,653
Deferred income taxes 690,840 575,982
---------- -----------
TOTAL LIABILITIES 8,879,487 9,635,603
--------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 70,000 70,000
authorized and issued
7,000,000 shares
Retained earnings 1,092,722 915,428
---------- -----------
1,162,722 985,428
Treasury stock, at cost, 350,000 shares (18,000) (18,000)
---------- -----------
1,144,722 967,428
---------- ----------
$ 10,024,209 $ 10,603,031
=========== ===========
See Notes to Condensed Financial Statements
and Accountants' Review Report
-5-
CONX CAPITAL CORPORATION
STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
Three Months Ended March 31,
----------------------------
2001 2000
---- ----
(Unaudited)
LEASE INCOME $ 1,152,600 $ 943,568
---------- ---------
OPERATING EXPENSES
Management fees 15,000 15,000
Depreciation 678,785 564,348
Interest expense 154,330 162,452
Professional fees 9,000 9,585
Directors fees 5,000 5,000
Rent 1,500
Taxes and licenses 3,705 7,200
Other 13 300
--------- ---------
867,333 763,885
--------- ---------
INCOME FROM OPERATIONS 285,267 179,683
OTHER INCOME 6,885 2,411
-------- ---------
INCOME BEFORE INCOME TAXES 292,152 182,094
PROVISION FOR INCOME TAXES 114,858 69,724
--------- ---------
NET INCOME $ 177,294 $ 112,370
========= =========
EARNINGS PER SHARE
Basic earnings per share $ 0.0266 $ 0.0169
========= =========
See Notes to Condensed Financial Statements
and Accountants' Review Report
-6-
CONX CAPITAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
Common Retained Treasury
Stock Earnings Stock Total
------ -------- ------- -----
BALANCE, DECEMBER 31, 1999 $ 70,000 $ 374,135 $ (18,000) $ 426,135
Net income (unaudited) 112,370 112,370
-------- --------- -------- --------
BALANCE, MARCH 31, 2000 70,000 486,505 (18,000) 538,505
Net income 428,923 428,923
-------- --------- --------- --------
BALANCE, DECEMBER 31, 2000 70,000 915,428 (18,000) 967,428
Net income (unaudited) 177,294 177,294
-------- --------- --------
BALANCE, MARCH 31, 2001 $ 70,000 $ 1,092,722 $ (18,000) $ 1,144,722
(UNAUDITED) ======== ========= ========= =========
See Notes to Condensed Financial Statements
and Accountants' Review Report
-7-
CONX CAPITAL CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
March 31, March 31,
2001 2000
(Unaudited) (Unaudited)
---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 177,294 $ 112,370
Items not requiring cash:
Depreciation 678,785 564,348
Deferred income taxes 114,858 69,724
Changes in:
Accounts receivable 566 (112,887)
Prepaid expenses - (5,000)
Accounts payable and accrued
expenses 4,480 (2,070)
-------- --------
Net cash provided by operating
activities 975,983 626,485
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - (2,972,394)
Increase in note receivable (216,051) -
Collections on note receivable - 175,565
--------- ---------
Net cash used in investing
activities (216,051) (2,796,829)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term
debt - 2,972,394
Payments on long-term debt (875,454) (692,762)
--------- ---------
Net cash provided by (used in)
financing activities (875,454) 2,279,632
--------- ---------
INCREASE (DECREASE) IN CASH (115,522) 109,288
CASH, BEGINNING OF PERIOD 227,948 97,203
--------- ---------
CASH, END OF PERIOD $ 112,426 $ 206,491
========= =========
See Notes to Condensed Financial Statements
and Accountants' Review Report
-8-
CONX CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND DECEMBER 31, 2000
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Nature of Operations
--------------------
CONX Capital Corporation, a Delaware Corporation, is a
specialty commercial finance company engaged in the business of
originating and securing loans and equipment leases to smaller
businesses, with a primary initial focus on regional trucking
companies. The Company was organized in April 1998 with its
headquarters located in Carson City, Nevada. The Company
originates loans and leases through marketing offices located in
Carson City, Nevada, and Little Rock, Arkansas. For the three
months ended March 31, 2001 and the year December 31, 2000, all
lease income was derived from one affiliated company. The
results of operations for the three months ended March 31, 2001
are not necessarily indicative of the results to be expected for
the full year.
Accounting Policies
-------------------
All adjustments made to the unaudited financial statements
were of a normal recurring nature. In the opinion of management,
all adjustments necessary for a fair presentation of the results
of interim periods have been made. The results of operations for
the period are not necessarily indicative of the results to be
expected for the full year.
Certain information and note disclosures normally included in
the Company's annual financial statements prepared in accordance
with generally accepted accounting principles have been condensed
or omitted. These consolidated financial statements should be
read in conjunction with the consolidated financial statements
and notes thereto included in the Company's Form 10 filed with
the Securities and Exchange Commission.
Use of Estimates
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
See Accountants' Review Report
-9-
CONX CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND DECEMBER 31, 2000
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Equipment
---------
Equipment is depreciated over the estimated useful life of
each asset. Annual depreciation is computed using the straight-
line method. Estimated useful lives are as follows:
Tractors 5 years
Trailers 10 years
Income Taxes
------------
Deferred tax liabilities and assets are recognized for the tax
effects of differences between the financial statement and tax
bases of assets and liabilities. A valuation allowance is
established to reduce deferred tax assets if it is more likely
than not that a deferred tax asset will not be realized.
Revenue Recognition
-------------------
The Company recognizes operating lease income on the straight-
line basis over the life of the operating leases. These
operating leases contain provisions for service charges on late
payments equal to 2% of the lease payment or, if less, the
highest rate allowed by Nevada law. The leases also contain
excess mileage charges in the amount of five cents per mile for
miles in excess of 150,000 miles determined on an annual basis.
Initial direct costs are expensed over the life of the
corresponding lease in proportion to the recognition of lease
income.
At March 31, 2001, the approximate future minimum lease income
under these operating leases are as follows:
(Unaudited)
---------
2001 $5,053,794
2002 1,804,805
2003 161,255
---------
$7,019,854
=========
See Accountants' Review Report
-10-
CONX CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND DECEMBER 31, 2000
NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)
Operating Leases
----------------
The Company leases equipment under noncancellable operating
leases. These leases expire in various years through 2002 and
convert to a month to month basis if the Company does not receive
notice of termination. These leases require the lessee to pay
all executory costs (property taxes, maintenance and insurance).
Rental income under these operating leases was $1,152,600 and
$4,326,287 for the three months and year ended March 31, 2001 and
December 31, 2000, respectively.
Equipment under operating leases consists of the following at
March 31, 2001 and December 31, 2000:
2001
(Unaudited) 2000
--------- ----
Tractors $ 12,342,754 $ 12,342,754
Trailers 2,465,895 2,465,895
---------- ----------
14,808,649 14,808,649
Less accumulated depreciation 5,334,829 4,656,044
---------- ----------
$ 9,473,820 $ 10,152,605
========== ===========
NOTE 2: LONG-TERM DEBT
(Unaudited)
---------
Note payable - Navistar Financial Corp. (A) $ 5,693,426
Note payable - Banc One Leasing Corp. (B) 933,213
Note payable - Fleet Capital Leasing (C) 428,823
Note payable - GE Capital Corp. (D) 1,100,737
---------
$ 8,156,199
=========
See Accountants' Review Report
-11-
CONX CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND DECEMBER 31, 2000
NOTE 2: LONG-TERM DEBT (Continued)
Aggregate annual maturities of long-term debt at March 31, 2001:
2001 $ 2,855,394
2002 3,407,783
2003 1,558,569
2004 334,453
---------
$ 8,156,199
=========
(A) Due in monthly installments through 2003 ranging from $2,253
to $53,693; including interest from 6.5% to 7.4%; secured
by trucks and trailers. Notes are guaranteed by
Continental Express SD, Inc. (See Note 3)
(B) Due October 30, 2003; payable $14,892 monthly, including
interest at 7.83%; secured by trailers. Note is guaranteed
by Continental Express SD, Inc. (see Note 3)
(C) Due January 28, 2003; payable $45,367 monthly, including
interest at 6.5%; secured by tractors and trailers. Note
is guaranteed by Continental Express SD, Inc. (see Note 3)
(D) Due January 13, 2004; payable $36,421 monthly, including
interest at 8.26%; secured by trucks. Note is guaranteed
by Continental Express SD, Inc. (see Note 3)
NOTE 3: RELATED PARTY TRANSACTIONS
The Company leases all of its equipment to Continental Express
SD, Inc., an affiliated company, which has common ownership with
the Company. The lessor is required to pay all executory costs
(maintenance and insurance). The Company uses the management and
office supplies of Eagle Services, Inc., an affiliated
Company, which is owned by the Company's principal stockholder.
The Company paid Eagle Services, Inc. $15,000 during the three
months ended March 31, 2001 and March 31, 2000.
The Company had a note receivable from Harvey Manufacturing
Corporation in the amount of $341,051 and $125,000 at March 31,
2001 and December 31, 2000, respectively.
See Accountants' Review Report
-12-
CONX CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND DECEMBER 31, 2000
NOTE 3: RELATED PARTY TRANSACTIONS (Continued)
At March 31, 2001, the approximate future minimum lease income
under these operating leases are as follows:
(Unaudited)
-----------
2001 $ 5,053,794
2002 1,804,805
2003 161,255
---------
$ 7,019,854
=========
NOTE 4: INCOME TAXES
The provision for income taxes includes these components:
2001 March 31, 2000
(Unaudited) (Unaudited)
--------- ---------
Taxes currently payable $ - $ -
Deferred income taxes 114,858 69,724
------- -------
$ 114,858 $ 69,724
======= =======
A reconciliation of income tax expense at the statutory rate
to the Company's actual income tax expense is shown below:
2001 March 31, 2000
(Unaudited) (Unaudited)
--------- ---------
Computed at the statutory rate
(34%) $ 112,829 $ 61,912
Increase resulting from:
State income taxes - net of
federal tax benefit 2,029 7,812
------- -------
Actual tax provision $ 114,858 $ 69,724
======= ======
See Accountants' Review Report
-13-
CONX CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2001 AND DECEMBER 31, 2000
NOTE 4: INCOME TAXES (Continued)
The tax effects of temporary differences related to deferred
taxes shown on the balance sheets were:
2001 March 31, 2000
(Unaudited) (Unaudited)
--------- ---------
Deferred tax assets:
Net operating loss carryforwards
(expiring 2020) $ 438,316 $ 319,386
Deferred tax liabilities:
Accumulated depreciation (1,129,156) (623,975)
--------- -------
Net deferred tax liability $ (690,840) $ (304,589)
========= =========
NOTE 5: EQUIPMENT
Equipment consists of the following at March 31, 2001 and
December 31, 2000:
2001
(Unaudited) 2000
--------- ----
Tractors $ 12,342,754 $ 12,342,754
Trailers 2,465,895 2,465,895
---------- ----------
14,808,649 14,808,649
Less accumulated depreciation 5,334,829 4,656,044
---------- ----------
$ 9,473,820 $ 10,152,605
========== ==========
NOTE 6: ADDITIONAL CASH FLOW INFORMATION
2001 March 31, 2000
(Unaudited) (Unaudited)
--------- ---------
Interest paid $ 154,330 $ 162,452
========= =========
See Accountants' Review Report
-14-
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation
The following discussion and analysis below should be read
in conjunction with the financial statements, including the notes
thereto, appearing elsewhere in this Quarterly Report on Form 10-
Q. To date, the Company's only activities and sources of
operating revenue have been leases of tractor and trailer truck
equipment to one affiliated company, Continental Express SD, Inc.
Results of Operation
Period ended March 31, 2001:
Lease income was $1,152,600 for the quarter ended March 31,
2001, as compared to $943,568 for the same period in 2000, an
increase of $209,032 or 18.1 %. As of March 31, 2001, the Company
had 173 tractors and 142 semi-trailers leased to its customers.
For the same period in 2000, the Company had 148 tractors and 142
semi-trailers leased to its customers. Operating expenses
(consisting primarily of interest and depreciation) for the
period ended March 31, 2001 were $867,333, and operating expenses
as a percentage of lease income were 75.3%. For the same
period in 2000, operating expenses were $763,885, an increase of
$103,448 or 11.9% Operating expenses as a percentage of lease
income were 81.0% for the first quarter of 2000. Income from
operations for the quarter ended March 31, 2001 was $285,267,
as compared to $179,683 for the first quarter of 2000, resulting
in an increase of $105,584 or 37.0% in 2001 over 2000. Other
income for the period ended March 31, 2001 was $6,885 as
compared to $2,411 for the first quarter of 2000. Income before
income taxes for the period ended March 31, 2001 was $292,152,
with provision for income taxes of $114,858, resulting in net
income for the period March 31, 2001 of $177,294. For the
period ending March 31, 2000, income before income taxes was
$182,094, with a provision for taxes of $69,724, resulting in net
income for the period of $112,370. As a result, income before
income taxes increased $110,058 or 37.7% and net income increased
$64,924 or 36.6% for the first quarter of 2001 over the same
period in 2000.
The Company anticipates additional leasing activity with
Continental Express SD, Inc., through the remainder of 2001. The
Company is increasing its efforts to provide equipment leasing
and loan products to other customers in an effort to diversify
its revenue stream and the products being offered. However,
during the next twelve months, the Company does not anticipate
any material change in the sources of its revenue stream.
Liquidity and Capital Resources
The Company's current assets and working capital are
sufficient to meet its needs for the next twelve months of
operation as the Company is currently operating. However, the
Company has an ongoing need to finance its lending activities.
This need is expected to increase as the volume of the Company's
loan and lease originations increase. The Company's primary cash
requirements include the funding of (i) loans and leases pending
their sale, (ii) fees and expenses incurred in connection with
its securitization program, (iii) overcollateralization or
reserve account requirements in connection with loans pooled and
sold, (iv) interest, fees, and expenses associated with the
Company's warehouse credit and repurchase facilities with certain
financial institutions, (v) federal and state income tax
payments, and (vi) ongoing administrative and other operating
expenses. To date, the Company currently has funded these cash
requirements by credit facilities granted by Navistar Financial
Corporation, Banc One Leasing Corporation, GE Capital Corporation
-15-
and Fleet Capital Leasing and guaranteed by the Company's
affiliate, Continental Express SD, Inc. The Company anticipates
that it will rely more heavily on securitizations, whole loan and
lease sales, and borrowings as its cash requirements increase.
Inflation
The impact of inflation is reflected in the increased cost
of the Company's operating expenses, excluding depreciation and
interest expense. Changes in interest rates have a greater
impact on the Company's performance than do the effects of
general levels of inflation. Inflation affects the Company
primarily through its effect on interest rates, since interest
rates normally increase during periods of high inflation and
decrease during periods of low inflation. The Company intends to
manage its exposure to inflationary interest rate risks by
closely monitoring the difference or spread between the
effective rate of interest received by the Company and the rates
payable by the Company.
ITEM 3. Quantitative and Qualitative Disclosures About Market
Risk
Market risk represents the potential loss resulting from
adverse changes in the value of financial instruments, either
derivative or non-derivative, caused by fluctuations in interest
rates, foreign exchange rates, commodity prices, and equity
security prices. The Company handles market risks in accordance
with its established policies; however, the Company does not
enter into derivatives or other financial instruments for trading
or speculative purposes. The Company does not have financial
instruments to manage and reduce the impact of changes in
interest rates at March 31, 2001 and December 31, 2000. The
Company held various financial instruments at March 31, 2001 and
2000, consisting of financial assets and liabilities reported in
the Company's Balance Sheets. (For additional information
regarding these financial instruments, refer to Note 2 to the
Company's financial statements.)
Interest Rate Risk - The Company is subject to interest rate
risk by financing operations through the issuance of certain
long-term Notes issued to various lenders. The fair market value
of long-term, fixed-interest rate debt is subject to interest
rate risk. Generally, the fair value of fixed-interest rate debt
will increase as interest rates fall and will decrease as
interest rates rise.
-16-
Foreign-Exchange Rate Risk - The Company currently has no
exposure to foreign-exchange rate risk because all of its
financial instruments are denominated in U.S. dollars.
Commodity Price Risk - The Company has no financial
instruments subject to commodity price risk.
Equity Security Price Risk - The Company has no financial
instruments subject to equity security price risk.
-17-
PART II -- OTHER INFORMATION
ITEM 1. Legal Proceedings
There are no legal proceedings involving the Company as a party
or involving any of the Company's assets or leased properties.
ITEM 2. Changes in Securities
None of the rights of the holders of any of the Company's
securities were materially modified during the period covered by
this report. In addition, no class of securities of the Company
was issued or modified which materially limited or qualified any
class of its registered securities.
ITEM 3. Defaults Upon Senior Securities
During the period covered by this report there was no material
default in the payment of any principal, interest, sinking or
purchase fund installment, or any other material default not
cured within 30 days with respect to any indebtedness of the
Company.
ITEM 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders.
ITEM 5. Other Information
None
ITEM 6. (a) Exhibits and Reports on Form 10-Q
No exhibits or reports are being filed with this Form 10-Q.
(b) Reports on Form 8-K
No reports were filed for the period covered by this report.
-18-
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.
CONX Capital Corporation
By: /s/ Edward M. Harvey
----------------------------------------
Edward M. Harvey, Chairman, Director and
President (Principal Executive Officer)
Dated: May 15, 2001
By: /s/ Todd W. Tiefel
---------------------------------------
Todd W. Tiefel, Secretary, Treasurer
and Director (Principal Financial and
Accounting Officer)
Dated: May 15, 2001
-19-