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 June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO 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. 0-31235
CONX CAPITAL CORPORATION
----------------------
(Exact name of registrant as specified in its charter)
NEVADA 62-1736894
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
502 N. DIVISION STREET, CARSON CITY, NV 89703
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(Address of principal executive offices) (Zip Code)
(702) 886-0713
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(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 June 30, 2003, 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," "believes," "estimates,"
"expects," "intends," "plans," "predicts," "projects," and
similar such 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
June 30, 2003 and December 31, 2002
-2-
CONX Capital Corporation
June 30, 2003 and December 31, 2002
Contents
Independent Accountants' Report...............................4
Financial Statements
Balance Sheets..............................................5
Statements of Income........................................6
Statements of 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 balance sheet of CONX Capital Corporation as
of June 30, 2003 and the related statements of income for the
three-month and six-month periods ended June 30, 2003 and 2002,
and the statements of stockholders' equity and cash flows for the
six-month periods ended June 30, 2003 and 2002. 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 auditing standards generally
accepted in the United States of America, 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 financial statements
referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the balance
sheet as of December 31, 2002 and the related statements of
income, stockholders' equity, and cash flows for the year then
ended (not presented herein) and in our report dated February 22,
2003, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the
accompanying balance sheet as of December 31, 2002, is fairly
stated, in all material respects, in relation to the balance
sheet from which it has been derived.
/s/ BKD, LLP
Little Rock, Arkansas
August 5, 2003
-4-
CONX Captial Corporation
Balance Sheets
June 30, 2003 and December 31, 2002
Assets
2003
(Unaudited) 2002
--------------------------
Cash $ 162,782 $ 56,487
Accounts receivable - other 183,424 94,952
Accounts receivable - affiliated company 218,735 236,735
Notes receivable - affiliated companies 2,626,605 2,345,170
Equipment, at cost, net of accumulated
depreciation 6,403,400 7,613,611
---------- ---------
$ 9,594,946 $ 10,346,955
========== ===========
Liabilities and Stockholders' Equity
Liabilities
Accrued expenses $ 15,229 $ 48,427
Income taxes payable 102,205 --
Long-term debt 4,794,897 5,893,177
Deferred income taxes 1,269,634 1,321,005
--------- ---------
Total liabilities 6,181,965 7,262,609
========= =========
Stockholders' Equity
Common stock, $.01 par value, authorized
and issued 7,000,000 shares 70,000 70,000
Retained earnings 3,360,981 3,032,346
Treasury stock, at cost, 350,000 shares (18,000) (18,000)
--------- ---------
3,412,981 3,084,346
--------- ---------
$ 9,594,946 $ 10,346,955
========= ==========
See Notes to Financial Statements
-5-
CONX Captial Corporation
Statements of Income
Three Months and Six Months
Ended June 30, 2003 and 2002
Three Months Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
--------------------------------------------------------
(Unaudited) (Unaudited)
Lease Income $ 811,974 $ 898,209 $ 1,680,074 $ 1,805,361
--------- --------- --------- ---------
Operating Expenses
Management fees 15,000 15,000 30,000 30,000
Depreciation 558,457 514,121 1,113,611 1,022,594
Interest expense 89,463 62,566 177,680 133,162
Professional fees 7,200 11,781 14,400 18,981
Directors' fees 5,000 5,000 10,000 10,000
Rent 1,500 1,500 3,000 3,000
Taxes and licenses 1,160 1,160 10,325 1,425
Other 20 107 20 1,121
-------- ------- --------- ---------
677,800 611,235 1,359,036 1,220,283
-------- ------- --------- ---------
Operating Income 134,174 286,974 321,038 585,078
Other Income 45,224 28,936 72,525 47,810
-------- ------- --------- ---------
Income Before Income
Taxes 179,398 315,910 393,563 632,888
Provision for Income
Taxes 3,524 91,277 64,928 212,648
--------- -------- --------- ---------
Net Income $ 175,874 $ 224,633 $ 328,635 $ 420,240
========= ========= ========= =========
Earnings Per Share
Net income $ 175,874 $ 224,633 $ 328,635 $ 420,240
Weighted average
shares of common
stock 6,650,000 6,650,000 6,650,000 6,650,000
--------- --------- --------- ---------
Basic earnings
per share $ .0264 $ .0338 $ .0494 $ .0632
========= ========= ========= =========
-6-
See Notes to Financial Statements
CONX Captial Corporation
Statements of Stockholders' Equity
Six Months Ended June 30, 2003 and 2002
Common Retained Treasury
Stock Earnings Stock Total
----------------------------------------------
Balance, January 1, 2002 $ 70,000 $ 1,805,757 $ (18,000) $ 1,857,757
Net income (unaudited) -- 420,240 -- 420,240
------- --------- --------- ---------
Balance, June 30, 2002 70,000 2,225,997 (18,000) 2,053,364
Net income (unaudited) -- 806,349 -- 806,349
------- --------- --------- ---------
Balance, December 31, 2002 70,000 3,032,346 (18,000) 3,084,346
Net income (unaudited) -- 328,635 -- 328,635
-------- --------- -------- ---------
Balance, June 30, 2003
(Unaudited) $ 70,000 $ 3,360,981 $ (18,000) $ 3,412,981
======== =========== ========== ==========
-7-
See Notes to Financial Statements
CONX Captial Corporation
Statements of Cash Flows
Six Months Ended June 30, 2003 and 2002
2003 2002
(Unaudited) (Unaudited)
----------------------------
Operating Activities
Net income $ 328,635 $ 420,240
Items not requiring (providing) cash
Depreciation 1,113,611 1,022,594
Gain on sale of equipment (16,075) (6,435)
Deferred income taxes (51,371) 3,217
Changes in
Accounts receivable (70,472) 87,974
Accrued expenses (3,198) 209,431
Income taxes payable 102,205 --
---------- ----------
Net cash provided by operating
activities 1,403,335 1,737,021
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Investing Activities
Proceeds from sale of equipment 112,675 21,500
Increase of notes receivable (311,435) (881,355)
----------- ----------
Net cash used in investing
activities (198,760) (859,855)
----------- ----------
Financing Activities
Payments on long-term debt (1,098,280) (1,627,548)
---------- ----------
Net cash used in financing
activities (1,098,280) (1,627,548)
--------- ---------
Increase (Decrease) in Cash 106,295 (750,382)
Cash, Beginning of Period 56,487 888,826
--------- ---------
Cash, End of Period $ 162,782 $ 138,444
========== ==========
Supplemental Cash Flows Information
Interest paid $ 177,680 $ 133,162
-8-
See Notes to Financial Statements
CONX Capital Corporation
Notes to Financial Statements
June 30, 2003 and December 31, 2002
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 periods ended June 30, 2003 and 2002, all lease
income was derived from one affiliated company.
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 period have been made. The results
of operations for the period are not necessarily indicative
of the results to be expected for the full year.
These financial statements should be read in conjunction with
the 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
accounting principles generally accepted in the United States
of America 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.
Accounts Receivable
Accounts receivable are stated at the amount billed to
customers. The Company provides an allowance for doubtful
accounts, which is based upon a review of outstanding
receivables, historical collection information and existing
economic conditions. Delinquent receivables are written off
based on individual credit evaluation and specific
circumstances of the customer.
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
-9-
CONX Capital Corporation
Notes to Financial Statements
June 30, 2003 and December 31, 2002
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 two percent 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 June 30, 2003, the approximate future minimum lease income
under these operating leases are as follows:
(Unaudited)
2003 $ 592,800
2004 1,185,600
2005 1,185,600
2006 1,026,000
---------
$ 3,990,000
==========
Earnings Per Share
Earnings per share have been computed based upon the weighted-
average common shares outstanding during each period.
Operating Leases
The Company leases equipment under noncancellable operating
leases. These leases expire in various years through 2003
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 $1,680,074 and $1,805,361 for the six
months ended June 30, 2003 and 2002, respectively.
-10-
CONX Capital Corporation
Notes to Financial Statements
June 30, 2003 and December 31, 2002
Equipment under operating leases consists of the following at
June 30, 2003 and December 31, 2002:
2003
(Unaudited) 2002
----------------------------
Tractor $ 9,874,262 $ 10,089,300
Trailers 2,430,661 2,447,894
---------- ----------
12,304,923 12,537,194
Less accumulated depreciation 5,901,523 4,923,583
---------- ----------
$ 6,403,400 $ 7,613,611
========== ===========
Note 2: Long-term Debt
(Unaudited)
-----------
Note payable - Navistar Financial Corp. (A) $ 4,205,098
Note payable - Fleet Capital Leasing (B) 56,877
Note payable - GE Capital Corp. (C) 532,922
-----------
$ 4,794,897
===========
Aggregate annual maturities of long-term
debt at June 30, 2003:
2003 $ 1,095,249
2004 1,500,020
2005 1,249,742
2006 949,886
----------
$ 4,794,897
===========
(A) Due in monthly installments through 2006 ranging from $2,253
to $53,693 with total monthly payments of approximately $160,000;
including interest from 6.0% to 7.4%; secured by trucks and
trailers. Notes are guaranteed by Continental Express SD, Inc.
(see Note 5)
(B) Due July 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 5)
(C) Due December 1, 2005; payable $39,854 monthly, including
variable interest rates from 5.58% to 5.92%; secured by tractors.
Note is guaranteed by Continental Express SD, Inc. (see Note 5)
-11-
CONX Capital Corporation
Notes to Financial Statements
June 30, 2003 and December 31, 2002
NOTE 3: Equipment
Equipment consists of the following at June 30, 2003 and
December 31, 2002:
2003
(Unaudited) 2002
-----------------------------
Tractors $ 9,874,262 $ 10,089,300
Trailers 2,430,661 2,447,894
---------- ----------
12,304,923 12,537,194
Less accumulated depreciation 5,901,523 4,923,583
---------- ----------
$ 6,403,400 $ 7,613,611
========== ===========
Note 4: Income Taxes
The provision for income taxes includes these components:
2003 June 30, 2002
(Unaudited) (Unaudited)
-----------------------------
Taxes currently payable $ 116,299 $ 209,431
Deferred income taxes (51,371) 3,217
--------- ---------
$ 64,928 $ 212,648
========== ==========
A reconciliation of income tax expense at the statutory rate
to the Company's actual income tax expense is shown below:
2003 June 30, 2002
(Unaudited) (Unaudited)
-------------------------------
Computed at the statutory
rate (34%) $ 133,812 $ 215,182
Increase (decrease) resulting
from other (68,884) (2,534)
---------- -----------
Actual tax provision $ 64,928 $ 212,648
========== ===========
-12-
CONX Capital Corporation
Notes to Financial Statements
June 30, 2003 and December 31, 2002
The tax effects of temporary differences related to deferred
taxes shown on the balance sheets were:
2003 December 31,
(Unaudited) 2002
--------------------------
Deferred tax assets
Net operating loss carryforwards
(expiring 2020) $ -- $ 43,176
Deferred tax liabilities
Accumulated depreciation (1,269,634) (1,364,181)
--------- ---------
Net deferred tax liability $ (1,269,634) $ (1,321,005)
========= =========
Note 5: 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 (property taxes, maintenance and
insurance). The Company uses the management and office
supplies of Harvey Manufacturing Corporation, an affiliated
company, which is owned by the Company's principal
stockholder. The Company paid Harvey Manufacturing
Corporation $30,000 during the six months ended June 30, 2003
and 2002, for management fees.
At June 30, 2003 and December 31, 2002, the Company had a
note receivable and interest due from Harvey Manufacturing
Corporation in the amounts of $825,168 and $766,612,
respectively.
At June 30, 2003 and December 31, 2003, the Company had a
note receivable and interest due from Continental Express SD,
Inc., in the amounts of $1,744,537 and $1,491,658,
respectively.
At June 30, 2003 and December 31, 2003, the Company had a
note receivable from Great Western Leasing, LLC, in the
amount of $56,900.
At June 30, 2003, the approximate future minimum lease income
under these operating leases are as follows:
(Unaudited)
---------
2003 $ 592,800
2004 1,185,600
2005 1,185,600
2006 1,026,000
----------
$ 3,990,000
==========
-13-
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 Operations
Three Month Period ended June 30, 2003
Lease income was $811,974 for the quarter ended June 30,
2003, as compared to $898,209 for the same period in 2002, a
decrease of $86,235 or 9.6%. Operating expenses (consisting
primarily of interest and depreciation) for the three month
period ended June 30, 2003 were $677,800, and operating
expenses as a percentage of lease income was 83.5%. For the
same period in 2002, operating expenses were $611,235, an
increase of $66,565 or 10.9%. Operating expenses as a
percentage of lease income were 68.1%.
Income from operations for the quarter ended June 30, 2003
was $134,174, as compared to $286,974 for the first
quarter of 2002, resulting in a decrease of $152,800 or
53.3% in 2003 over 2002. Other income for the three month
period ended June 30, 2003 was $45,224, as compared to
$28,936 for the first quarter of 2002. Income before income
taxes for the quarter ended March 31, 2003 was $179,398,
with a provision for income taxes of $3,524, resulting in net
income for the three month period ended June 30, 2003 of
$175,874. For the quarter ending June 30, 2002, income
before income taxes was $315,910, with a provision for income
taxes of $91,277 resulting in net income for the period of
$224,663. As a result, income before income taxes decreased
$136,512 or 47.6% and net income decreased $48,759 or 21.7%
for the first quarter of 2003 from the same period in 2002. This
decrease in net income is attributable to a decrease in lease
income for the quarter coinciding with an increase in operating
expenses.
-14-
Six Month Period Ended June 30, 2003
Lease income was $1,680,074 for the six months ended June 30,
2003, as compared to $1,805,361 for the same period in 2002,
a decrease of $125,287 or 6.9%. Operating expenses (consisting
primarily of interest and depreciaton) for the six month period
ended June 30, 2003 were $1,359,036, and operating expenses as a
percentage of lease income was 80.9%. For the same period in
2002, operating expenses were $1,220,283, an increase of
$138,753 or 10.2%. Operating expenses as a percentage of lease
income were 67.6%
Income from operations for the six months ended June 30, 2003
was $321,038, as compared to $585,078 for the first six
months of 2002, resulting in a decrease of $264,040, or 45.1%
in 2003 from 2002. Other income for the six month period
ended June 30, 2003 was $72,525, as compared to $47,810 for the
first six months of 2002. Income before income taxes for the
first six months of 2003 was $393,563, with a provision for
income taxes of $64,928, resulting in net income for the six
months ending June 30, 2003 of $328,635. For the six months
ending June 30, 2002, income before income taxes was $632,888,
with a provision for income taxes of $212,648, resulting in
net income for the period of $420,240. As a result, income
before income taxes decreased $239,325 or 37.8% and net
income decreased $91,605 or 21.8% for the first six months
of 2003 from the same period in 2002. This decrease in
net income is attributable to a decrease in lease income
for the six month period coinciding with an increase in
operating expenses.
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 fluctuate as the volume of the Company's
loan and lease originations increase and decrease over the next
twelve months. The Company's primary cash requirements include
the funding of (i) loans to affiliated entities entering into
equipment leases, (ii) interest, fees, and expenses associated
with the Company's credit facilities with certain financial
institutions, (iii) federal income tax payments, and (iv)
ongoing administrative and other operating expenses.
-14-
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
and Fleet Capital Leasing and guaranteed by the Company's
affiliate, Continental Express SD, Inc.
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 June 30, 2003 and December 31, 2002.
The Company held various financial instruments at June 30,
2003 and 2002, 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.
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.
ITEM 4. Control and Procedures.
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's reports pursuant to the Securities
Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief
Executive Officer and its Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosures. In designing and evaluating the disclosure controls
and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can
provide only reasonable assurances of achieving the desired
control objectives, and management necessarily was required to
apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Within 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures, as
that term is defined in Rule 13a-14(c) under the Securities
Exchange Act of 1934, as amended. Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures
are effective in timely alerting the Company's Chief Executive
Officer and Chief Financial Officer to material information
required to be disclosed in the periodic reports filed with the
SEC.
In addition, the Company's Chief Executive Officer and Chief
Financial Officer have reviewed the Company's internal controls,
and there have been no significant changes in the Company's
internal controls or in other factors that could significantly
affect those controls subsequent to the date of the last
evaluation.
-16-
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
Exhibit Number Description of Exhibit
-------------- ----------------------
99.1 Certificate of Chief Executive
Officer of CONX Captial Corporation
pursuant to 18 U.S.C. Section 1350.
99.2 Certificate of Chief Financial
Officer of CONX Captial Corporation
pursuant to 18 U.S.C. Section 1350.
(b) Reports on Form 8-K
No reports were filed for the period covered by this report.
-17-
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: August 14, 2003
By: /s/ Todd W. Tiefel
------------------------------------
Todd W. Tiefel, Secretary, Treasurer
and Director (Principal Financial and
Accounting Officer)
Dated: August 14, 2003
Certifications
--------------
I, Edward M. Harvey, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CONX
Capital Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: August 14, 2003
/s/ Edward M. Harvey
---------------------------
Principal Executive Officer
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I, Todd W. Tiefel, certify that:
1. I have reviewed this quarterly report on Form 10-Q of CONX
Capital Corporation;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: August 14, 2003
/s/ Todd W. Tiefel
-----------------------
Chief Financial Officer
Exhibit 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF CONX CAPTIAL CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying report on Form 10-Q for
the period ending June 30, 2003 and filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Edward
M. Harvey, Chief Executive Officer of CONX Capital Corporation,
hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that:
1. The report fully complies with the requirements
of Section 13 (a) or 15 (d) of the Secutities
Exchange act of 1934; and
2. The information contained in the Report fairly
presents, in all material respects, the financial
condition and results of operations of the company.
/s/ Edward M. Harvey
---------------------------
Edward M. Harvey
Chief Executive Officer
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Exhibit 99.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF CONX CAPTIAL CORPORATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying report on Form 10-Q for
the period ending June 30, 2003 and filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Todd W.
Tiefel, Chief Financial Officer of CONX Capital Corporation, hereby
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes - Oxley Act of 2002, that:
1. The report fully complies with the requirements
of Section 13 (a) or 15 (d) of the Secutities
Exchange act of 1934; and
2. The information contained in the Report fairly
presents, in all material respects, the financial
condition and results of operations of the company.
/s/ Todd W. Tiefel
----------------------------
Todd W. Tiefel
Chief Financial Officer
-20-