U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[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 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 Number: 033-20848-D
CONDOR CAPITAL INC.
------------------
Nevada 91-2301401
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
Incorporation or organization)
3753 Howard Hughes Pkwy, Suite 2012, Las Vegas, Nevada 89109
------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(702) 892-3730
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 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 No X
------- -------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at March 31, 2001
----- ----------------------------
Common Stock, no par value 20,155,010
Transitional Small Business Disclosure Form (check one):
Yes X No
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LASERLOCK TECHNOLOGIES, INC.
TABLE OF CONTENTS
FORM 10-QSB
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements, Unaudited
The financial statements included herein have been prepared by the Company,
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of March 31, 2001 and the results of its operations and changes in
its financial position from inception through March 31, 2001 have been made.
The results of operations for such interim period is not necessarily indicative
of the results to be expected for the entire year.
Index to Financial Statements
Page
----
Balance Sheets ................................................... 3
Statements of Operations ......................................... 5
Statements of Cash Flows ......................................... 6
Notes to Financial Statements for Period ......................... 8
All other schedules are not submitted because they are not applicable or
not required or because the information is included in the financial statements
or notes thereto.
CONDOR CAPITAL, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2001 and September 30, 2000
CONDOR CAPITAL, INC.
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
March 31, September 30,
2001 2000
------------------ -----------------
(Unaudited)
CURRENT ASSETS
Cash $ 65,690 $ 83,922
Recoverable taxes 53,227 -
Advance receivable - related party 4,000 -
------------------ -----------------
Total Current Assets 122,917 83,922
------------------ -----------------
FIXED ASSETS
Office furniture and equipment 11,217 10,000
Leasehold improvements 1,951 1,802
Leasing equipment 908,035 10,879
Less: accumulated depreciation (123,304) (1,219)
------------------ -----------------
Total Fixed Assets 797,899 21,462
------------------ -----------------
OTHER ASSETS
Deposits 169,687 169,687
------------------ -----------------
Total Other Assets 169,687 169,687
------------------ -----------------
TOTAL ASSETS $ 1,090,503 $ 275,071
================== =================
The accompanying notes are an integral part of these consolidated
financial statements.
2
CONDOR CAPITAL, INC.
(A Development Stage Company)
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
March 31, September 30,
2001 2000
------------------ -----------------
(Unaudited)
CURRENT LIABILITIES
Accounts payable $ 1,905,550 $ 53,369
Accrued expenses 214,378 15,977
Payable - related party (Note 3) 121,155 30,558
Notes payable (Note 2) 314,269 380,881
------------------ -----------------
Total Current Liabilities 2,555,352 480,785
------------------ -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: no par value, 25,000,000 shares
authorized, none issued and outstanding - -
Common stock: $0.001 par value; 100,000,000 shares
authorized, 20,155,010 shares issued and outstanding 20,155 20,155
Additional paid-in capital 2,577,462 2,190,861
Deficit accumulated prior to the development stage (172,222) (172,222)
Deficit accumulated during the development stage (3,890,244) (2,244,508)
------------------ -----------------
Total Stockholders' Equity (Deficit) (1,464,849) (205,714)
------------------ -----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 1,090,503 $ 275,071
================== =================
The accompanying notes are an integral part of these consolidated
financial statements.
3
CONDOR CAPITAL, INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From Inception
of the Development
For the Three Months Ended For the Six Months Stage on October 1,
March 31, March 31, 1990, Through March 31,
--------------------------------------------------- ---------------- ---------------
2001 2000 2001 2000 2001
---------------- --------------- --------------- ---------------- ---------------
REVENUE $ - $ - $ - $ - $ -
COST OF SALES - - - - -
---------------- --------------- --------------- ---------------- ---------------
GROSS PROFIT - - - - -
---------------- --------------- --------------- ---------------- ---------------
EXPENSES
Depreciation 76,369 - 122,085 - 123,304
Professional fees 46,384 - 102,357 - 155,034
Directors' fees - - 75,000 - 75,000
Rent 11,768 - 21,882 - 41,949
General and administrative 37,122 22,276 357,881 26,185 724,260
Network operating costs 433,822 - 937,279 - 937,279
---------------- --------------- --------------- ---------------- ---------------
Total Expenses 605,465 22,276 1,616,484 26,185 2,056,826
---------------- --------------- --------------- ---------------- ---------------
LOSS FROM OPERATIONS (605,465) (22,276) (1,616,484) (26,185) (2,056,826)
---------------- --------------- --------------- ---------------- ---------------
OTHER INCOME (EXPENSE)
Write down of goodwill - (1,578,350) - (1,578,350) (1,578,350)
Interest income - - - - 471
Interest expense (25,853) - (52,954) - (66,521)
Gain (loss) on exchange rate 20,406 - 23,702 - 23,292
Loss on investment - (220,000) - (220,000) (220,000)
Gain on settlement of debt - - - - 7,690
---------------- --------------- --------------- ---------------- ---------------
Total Other Income (Expense) (5,447) (1,798,350) (29,252) (1,798,350) (1,833,418)
---------------- --------------- --------------- ---------------- ---------------
LOSS BEFORE INCOME TAXES (610,912) (1,820,626) (1,645,736) (1,824,535) (3,890,244)
PROVISION FOR INCOME TAXES - - - - -
---------------- --------------- --------------- ---------------- ---------------
NET LOSS $ (610,912) $ (1,820,626) $ (1,645,736) $ (1,824,535) $ (3,890,244)
================ =============== =============== ================ ===============
BASIC AND DILUTED LOSS
PER SHARE $ (0.03) $ (0.10) $ (0.08) $ (0.10)
================ =============== =============== ================
WEIGHTED AVERAGE SHARES
OUTSTANDING 20,155,010 19,014,954 20,155,010 18,309,818
================ =============== =============== ================
The accompanying notes are an integral part of these consolidated
financial statements.
4
CONDOR CAPITAL, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From Inception
of the Development
For the Six Months Ended Stage on October 1,
March 31, 1990, Through March 31,
--------------------------------- --------------
2001 2000 2001
---------------- --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,645,736) $ (1,824,535) $ (3,890,244)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Loss on disposal of assets - - 20,169
Depreciation 122,085 - 123,304
Amortization of discount on note payable 30,822 - 30,822
Fair value of options expense 140,027 - 140,027
Common stock issued for services - 1,500 8,200
Write-down of goodwill - 1,578,350 1,578,350
Allowance for investments - 220,000 220,000
Management services contributed - - 31,900
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses - - 3,634
(Increase) decrease in recoverable taxes (53,227) - (53,227)
(Increase) decrease in deposits - - (169,687)
Increase (decrease) in accounts payable 1,852,181 29,134 1,904,411
Increase (decrease) in accrued expenses 198,401 - 214,378
---------------- --------------- ---------------
Net Cash Provided by Operating Activities 644,553 4,449 162,037
---------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (898,522) - (921,203)
---------------- --------------- ---------------
Net Cash Used by Financing Activities (898,522) - (921,203)
---------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from acquisition of subsidiary - 76,650 76,650
Proceeds from sale of common stock - - 44,435
Proceeds from notes payable 149,140 - 532,021
Payment of notes payable - - (2,000)
Proceeds from related parties 90,597 - 121,155
(Increase) decrease in advances receivable (4,000) - (4,000)
Contributions to capital - - 14,000
---------------- --------------- ---------------
Net Cash Provided by Financing Activities $ 235,737 $ 76,650 $ 782,261
---------------- --------------- ---------------
The accompanying notes are an integral part of these consolidated
financial statements.
5
CONDOR CAPITAL, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
From Inception
of the Development
For the Six Months Ended Stage on October 1,
March 31, 1990, Through March 31,
--------------------------------- --------------
2001 2000 2001
---------------- --------------- ---------------
INCREASE (DECREASE) IN CASH $ (18,232) $ 81,099 $ 23,095
CASH AT BEGINNING OF PERIOD 83,922 201 42,595
---------------- --------------- ---------------
CASH AT END OF PERIOD $ 65,690 $ 81,300 $ 65,690
================ =============== ===============
SUPPLEMENTAL DISCLOSURES
OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Stock issued in acquisition of subsidiary $ - $ 1,875,000 $ 1,875,000
Common stock issued for services $ - $ 1,500 $ 8,200
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
The accompanying notes are an integral part of these consolidated
financial statements.
6
CONDOR CAPITAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 and September 30, 2000
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements have been
prepared by the Company without audit. In the opinion of
management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position,
results of operations and cash flows at March 31, 2001 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's September
30, 2000 audited consolidated financial statements. The results of
operations for the periods ended March 31, 2001 and 2000 is not
necessarily indicative of the operating results for the full
years.
NOTE 2 - NOTES PAYABLE
On November 24, 2000, the Company issued a note payable to an
individual who had loaned the Company $508,905. The note is due on
demand and accrues interest at 12% per annum. The holder of the
note received one warrant for each dollar loaned to the Company in
conjunction with the note. Each warrant is convertible into one
share of the Company's common stock at an exercise price of $0.55
per share. The warrants expire in three years on November 23,
2003. Interest expense associated with this note amounted to
$29,530 for the six months ended March 31, 2001.
The Company recorded a discount on the note in order to allocate
to additional paid-in capital the value of the beneficial
conversion feature of the note. The beneficial conversion feature
of the note consists of the attached warrants giving the holder
the right to purchase shares of the Company's common stock (the
warrants had an estimated fair value of $0.48 each on the grant
date using the Black-Scholes option pricing model). The value of
the beneficial conversion feature was computed as the lesser of
(1) the fair value of the warrants or (2) total proceeds of the
notes. As of the date of the issuance of the note, $246,574 (the
fair value of the warrants on November 24, 2000) was allocated to
additional paid-in capital and a corresponding discount offset the
liability under the note. The discount is being amortized to
interest expense over the term of the warrants or three years. If
the note is paid off prior to three years, the balance of the
discount will be expensed as interest at that time. The balance of
the note less the discount was $293,153 as of March 31, 2001.
During the six months ended March 31, 2001, interest expense of
$30,822 was recognized as the result of amortization of the
discount.
The Company has an additional note payable with the same
individual. The note is also due on demand and accrues interest at
12% per annum. The balance of the note was $21,116 as of March 31,
2001. Interest expense associated with this note amounted to
$2,493 for the six months ended March 31, 2001.
7
CONDOR CAPITAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 and September 30, 2000
NOTE 3 - PAYABLE - RELATED PARTY
The President of the Company has made several advances to the
Company over the previous ten months. The Company makes payments
on these advances when funds are available. The advances are due
on demand and accrue interest at 12% per year. As of March 31,
2001, the balance of these advances was $121,155 and $30,558,
respectively. Interest expense associated with these advances was
$3,544 for the six months ended March 31, 2001
NOTE 4 - STOCK OPTIONS AND WARRANTS
As permitted by FASB Statement 123 "Accounting for Stock Based
Compensation" (SFAS No. 123), the Company elected to measure and
record compensation cost relative to employee stock option costs
in accordance with Accounting Principles Board ("APB") Opinion 25,
"Accounting for Stock Issued to Employees," and related
interpretations and make proforma disclosures of net income and
earnings per share as if the fair value method of valuing stock
options had been applied. Under APB Opinion 25, compensation cost
is recognized for stock options granted to employees when the
option price is less than the market price of the underlying
common stock on the date of grant. As of March 31, 2001, there
were 1,680,358 options outstanding which were granted to
employees. All of these options were issued with an exercise price
equal to the market price on the date of issuance.
For purposes of the proforma disclosures and to measure and record
consideration paid to non-employees in the form of stock options
or warrants, the Company applies FASB Statement 123, "Accounting
for Stock-Based Compensation" ("SFAS No. 123"), which requires the
Company to estimate the fair value of each dilutive instrument
(stock options and warrants) award at the grant date by using the
Black-Scholes option pricing model. The following assumptions were
used in calculating the fair value: dividend yield of zero
percent, expected volatility of 129%, risk-free interest rates of
5.75% and expected lives of 3 years.
The Company issued 335,142 options to a company as additional
compensation for services rendered. Under the accounting
provisions of SFAS No. 123, the Company recorded an additional
expense of $140,027 which is recorded in the general and
administrative expenses.
The Company also issued 1,680,358 options to three employees of
the Company. Under the accounting provisions of SFAS No. 123, the
Company's net loss would have been increased by the proforma
amounts indicated below:
8
CONDOR CAPITAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 and September 30, 2000
NOTE 4 - STOCK OPTIONS AND WARRANTS (Continued)
For the
Six Months Ended
March 31,
---------------------------------------------
2001 2000
------------------ ------------------
Net loss:
As reported $ (1,645,736) $ (1,824,535)
Proforma (2,347,810) (1,824,535)
Net loss per share:
As reported $ (0.08) $ (0.10)
Proforma (0.12) (0.10)
During the initial phase-in period of SFAS 123, the effect on pro
forma results are not likely to be representative of the effects
on pro forma results in future years since options vest over
several years and additional awards could be made each year.
A summary of the status of the Company's stock options and
warrants as of March 31, 2001 and changes during the year is
presented below:
Weighted
Average
Exercise
Shares Price
------------------ ------------------
Outstanding, October 1, 2000 - $ -
Warrants granted 508,905 0.55
Options granted 2,015,500 0.55
Exercised - -
------------------ ------------------
Outstanding, March 31, 2001 2,524,405 $ 0.55
================== ==================
Exercisable, March 31, 2001 2,524,405 $ 0.55
================== ==================
Weighted average fair value of options and warrants
granted during the period $ 0.43
==================
Number Number
Date Expiration Exercise Outstanding Exercisable
Description Issued Date Price at 3/31/01 at 3/31/01
----------------- ---------------- --------------- ---------------- --------------- ----------------
Options 11-20-00 11-19-03 $ 0.55 2,015,500 2,015,500
Warrants 11-24-00 11-23-03 0.55 508,905 508,905
---------------- --------------- ----------------
Totals $ 0.55 2,524,405 2,524,405
================ =============== ================
9
CONDOR CAPITAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2001 and September 30, 2000
NOTE 5 - GOING CONCERN
The accompanying consolidated financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business. The financial statements do not include
any adjustments relating to the amount and classification of
liabilities that might be necessary should the Company be unable
to continue as a going concern. The Company's continuation as a
going concern is dependent upon its ability to obtain additional
financing as may be required and to develop viable business
operations that will generate sufficient cash flow to meet its
obligations on a timely basis. If the Company cannot raise
additional capital or debt financing, it may not be able to
continue as a going concern.
10
Item 2. Management's Discussion and Analysis or
Plan of Operation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion and analysis should be read together with the Quarterly
Report of Condor Capital Inc., Consolidated Financial Statements of Condor
Capital Inc. and the notes to the Consolidated Financial Statements included
elsewhere in this Form 10-QSB.
This discussion summarizes the significant factors affecting the consolidated
operating results, financial condition and liquidity and cash flows of Condor
Capital Inc. for the quarter ending March 31, 2001. Except for historical
information, the matters discussed in this Management's Discussion and Analysis
of Financial Condition and Results of Operations are forward looking statements
that involve risks and uncertainties and are based upon judgments concerning
various factors that are beyond our control. Actual results could differ
materially from those projected in the forward-looking statements as a result
of, among other things; the factors described below under the caption
"Cautionary Statements and Risk Factors."
Overview
During the past year, the Company has continued to concentrate on two primary
areas of business; one, the identification and evaluation of prospective merger
or acquisition "target" entities, and two, the development of a digital network
which provides communication services and solutions within the fiber optic
environment.
During this period the Company has made one acquisition of Rogart Ltd., a
private corporation, solely for the purpose of acquiring shares in
DesignerMale.com, a private Florida Internet retailer. Due to the business
environment within the Internet retail marketplace, DesignerMale.com has ceased
operations. Rogart continues to be a 100% owned subsidiary of the Company though
it currently has no active business or operations.
The Company has also created a joint venture entity, Konnect Corp. a Delaware
corporation, specifically for the development of a digital network required by
Application Service Providers for real time interactive data networking,
enabling reliable, secure, high speed, high quality application services within
digital data management.
The Company also entered into a Heads of Agreement contract with DSL
Communication Ltd., Sing-Hai Communication Technologies Co. Ltd. and HighTouch
Broadband, Inc. (the "DSL Group") of the goal of acquiring 100% of the DSL
Group.
Subsequent Events
As of the date of filing, the Company has terminated negotiations under the
Heads Of Agreement to acquire 100% of DSL Communication Ltd., Sing-Hai
Communication Technologies Co. Ltd. and HighTouch Broadband, Inc. (the "DSL
Group") and that the transaction will not be proceeding.
As of the date of filing, the Company has decided to discontinue its involvement
with Konnect Corp. The Company is currently assessing its options with respect
to its Joint Venture Agreement with Tech - Catalyst Ventures Inc. in relation to
Konnect Corp.
Management believes that it has isolated demand for future acquisition(s)
amongst existing private corporations and is endeavoring to acquire said
opportunities to ensure corporate growth and shareholder value.
Plan of Acquisition
In evaluating target companies, Management intends to concentrate on identifying
prospects that ensure the Company growth in the communication environment.
Essentially, this will entail a determination by Management as to whether or not
the prospects are in an environment that appears promising and whether or not
these prospects themselves have the potential to enhance the Company's position
within the targeted industry. The Company is in the process of overhauling its
current corporate infrastructure, pursuing strategic acquisitions, mergers,
partnerships or alliances, and pursuing capital funding to support this new
initiative.
PERIOD ENDING MARCH 31, 2001
NET SALES AND GROSS PROFIT.
The Company did not realize any sales or other areas of revenue generation
during the quarter ending March 31, 2001. The Company did not realize any sales
or profit for the quarter ending March 31, 2001.
OPERATING AND GENERAL AND ADMINISTRATIVE EXPENSES.
The Company realized operating expenses of $ 568,343 and general and
administrative expenses of $ 37,122 on costs related to the operations of the
Company for the quarter ending March 31, 2001.
The increase in expenses is primarily due to the Company's investment into
network infrastructure, development and operational costs as well as its pursuit
of acquisition, merger or partnership candidates and the cost associated with
increased legal fees, filings and other general expenses relating to the normal
operation of the Company.
EXTRAORDINARY EXPENSES
The Company realized an extraordinary loss during the past fiscal year as a
result of a write down of good will, $1,578,350.00 and a loss on investment of
$220,000.00. These extraordinary expenses resulted in a fully diluted loss of
$0.09 per share. No significant expenses have been incurred since the year end
report.
LIQUIDITY AND CAPITAL RESOURCES.
The Company's primary needs for funds are to provide working capital associated
with the normal operations of the Company and for financial demands required to
complete the acquisition, merger or partnership with strategically positioned
entities necessary for the fulfillment of the Company's "Digital Data
Management" directive. Funds are also required to promote future business
development and market awareness. Working capital for the three months ended
March 31, 2001was funded primarily through management and shareholder loans.
Cash provided by operating activities during the three months ended March 31,
2001was $160,102. Cash was used primarily in the acquisition of property and
equipment as well as legal fees, proxies, transfer agent costs, filings and
other costs relating to the daily operation of the Company
No shares of Common Stock were issued for the period ending March 31, 2001. On
November 24, 2000, the Company executed a promissory note in favor of Shefik
Hassan in the principal amount of $508,904.67, relating to advances to the
Company. As of March 31, 2001these advances totaled $ 530,021.
At present, the Company's anticipated capital commitments are primarily for the
expenditures associated with the acquisition, merger or partnership with
strategically positioned entities necessary for the fulfillment the Company's
directive. The Company has insufficient capital to meet the needs and goals of
the Company. Based on the current operating plan, the Company anticipates that
further capital will be required during the next twelve months to satisfy our
expected increased working capital and the Company's acquisition, merger or
partnership directives. The Company is currently exploring alternatives to
fulfill the needed financing requirements though no assurance can be given that
additional financing will be available when needed or that, if available, it
will be on terms favorable to our stockholders and management. If needed funds
are not available, the Company may be required to curtail operations, which
could have a material adverse effect on business, operating results and
financial condition. There can be no assurance that the working capital
requirements during this period will not exceed its available resources or that
these funds will be sufficient to meet the Company's longer-term cash
requirements for operations.
CAUTIONARY FORWARD - LOOKING STATEMENT
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, and in future filings by the Company with
the Securities and Exchange Commission, in the Company's press releases and in
oral statements made with the approval of an authorized executive officer which
are not historical or current facts are "forward-looking statements" made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made. The following important factors, among others, in some cases
have affected and in the future could affect the Company's actual results and
could cause the Company's actual financial performance to differ materially from
that expressed in any forward-looking statement: (i) the extremely competitive
conditions that currently exist in the communications marketplace are expected
to continue, placing further pressure on pricing which could adversely impact
sales and erode profit margins; (ii) many of the Company's major competitors in
its channels of distribution have significantly greater financial resources than
the Company; and (iii) the inability to carry out marketing and sales plans
would have a materially adverse impact on the Company's projections. The
foregoing list should not be construed as exhaustive and the Company disclaims
any obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
--------
None
(B) Reports on Form 8-K
----------------------
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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.
CONDOR CAPITAL INC.
(Registrant)
Dated: May 25, 2001 /S/
------------------------
By: Lee Gahr
President and CEO
Dated: May 25, 2001 /S/
------------------------
By: Paul Les Hammond
CFO