<PAGE>
 
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                  Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934



For the Quarter Ended                     July 31, 1996
                     ------------------------------------------------------

Commission File Number                   33-22426-D
                      -----------------------------------------------------

                        Continental Capital Corporation
             -----------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Colorado                                  95-4047540
------------------------------------       --------------------------------
(State of jurisdiction of incorporation             (I.R.S. Employer
or organization                                  Identification Number)
 
8950 Fullbright Avenue, Chatsworth, California              91311
---------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

                                (818) 886-0008
---------------------------------------------------------------------------
             (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 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  
                            ----------         ----------                   


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

             Common stock $.001 Par Value - 9,250,000 Shares as of
-----------------------------------------------------------------------------

                                October 1, 1996
-----------------------------------------------------------------------------



                        The Exhibit Index is on Page 13.
                        This document contains 14 pages.

<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY


                                     INDEX
                                     -----

<TABLE> 
<CAPTION> 
                                                                                PAGE
                                                                                ----
<S>                                                                             <C> 
PART I. FINANCIAL INFORMATION
------- ---------------------


Item 1.  Financial Statements (Unaudited)

         Consolidated Balance Sheets as of July 31, 1996 and October 31, 1995     3
 
         Consolidated Statements of Operations for the Nine Months and
          Three Months Ended July 31, 1996 and 1995                               4
 
         Consolidated Statements of Cash Flows for the Nine Months Ended
          July 31, 1996 and 1995                                                  5
 
         Notes to Consolidated Financial Statements                               6
 
Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                  11-12


PART II. OTHER INFORMATION
-------- -----------------


Item 6.  Exhibits and Reports on Form 8-K                                        13

         SIGNATURES                                                              14
</TABLE> 

                                      -2-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS

                                  (UNAUDITED)


<TABLE>
<CAPTION>
 
 
                                                                        July 31,     October 31,
                               ASSETS                                     1996           1995
                               ------                                 ------------   ------------
<S>                                                                   <C>            <C>
Current Assets:
 Cash on hand and in bank                                             $   135,629    $   159,052
 Inventory                                                                 49,742         49,824
                                                                      -----------    -----------
    Total current assets                                                  185,371        208,876
 
Cost in Excess of Net Assets of Business Acquired                         600,000              -
                                                                      -----------    -----------
    Total assets                                                      $   785,371    $   208,876
                                                                      ===========    ===========
 
 
               LIABILITIES AND SHAREHOLDERS' EQUITY
               ------------------------------------

Current Liabilities:
 Line of credit financing                                             $   380,000    $   175,000
 Accounts payable and accrued expenses                                     28,211         28,211
                                                                      -----------    -----------
    Total current liabilities                                             408,211        203,211
                                                                      -----------    -----------
Commitments and Other Matters                                                   -              -
 
Shareholders' Equity:                                                 
 Preferred stock, no par value; authorized 2,000 shares Series A
   and 1,000 shares Series B; none issued                                       -              -
 Common stock, $.001 par value; authorized 100,000,000
    shares issued and outstanding 9,250,000 shares in 1996 and                  
    8,500,000 in 1995                                                       9,250          8,500
 Additional paid-in capital                                             2,428,796      1,811,546
 Deficit                                                               (2,060,886)    (1,814,381)     
                                                                      -----------    -----------
    Total shareholders' equity                                            377,160          5,665
                                                                      -----------    -----------
    Total liabilities and shareholders' equity                        $   785,371    $   208,876
                                                                      ===========    ===========
</TABLE>
                See notes to consolidated financial statements.

                                      -3-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)


<TABLE>
<CAPTION>
 
 
                                                 Nine Months Ended          Three Months Ended
                                                      July 31,                   July 31,
                                                      --------                   --------
                                                 1996          1995         1996          1995
                                                 ----          -----        ----          -----
<S>                                           <C>           <C>          <C>           <C>
 
Revenues:
 Sales of aircraft parts and equipment        $   14,580    $   29,892   $    2,169    $        -
 Brokerage income                                      -         8,638            -             -
                                              ----------    ----------   ----------    ----------
                                                  14,580        38,530        2,169             -
                                              ----------    ----------   ----------    ----------
Costs and Expenses:
 Cost of sales                                        82        17,935           12             -
 Selling, general and administrative             174,033        18,447       78,007             -     
 Management services                              54,000             -       18,000             -
 Rent                                             18,000             -        6,000             -
 Interest                                         14,970             -        8,619             -
                                              ----------    ----------   ----------    ----------
    Total costs and expenses                     261,085        36,382      110,638             -
                                              ----------    ----------   ----------    ----------

Income (Loss) before Income Taxes               (246,505)        2,148     (108,469)            -

Provision for Income Taxes                             -             -            -             -
                                              ----------    ----------   ----------    ----------

Net Income (Loss)                             $ (246,505)   $    2,148   $ (108,469)   $        -
                                              ==========    ==========   ==========    ==========

Earnings (Loss) per Common Share              $     (.03)   $        -   $     (.01)   $        -
                                              ==========    ==========   ==========    ==========
 
Weighted Average Number of Common Shares       9,000,000     5,912,501    9,166,667     5,912,501
                                              ==========    ==========   ==========    ==========
                                                
</TABLE>
                See notes to consolidated financial statements.

                                      -4-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)


<TABLE>
<CAPTION>
 
 
                                                                       Nine Months Ended
                                                                           July 31,
                                                                           --------
                                                                        1996       1995
                                                                        ----       ----
<S>                                                                  <C>          <C>
Cash Flows from Operating Activities:
 Net income (loss)                                                   $(246,505)    $2,148
 Adjustments to reconcile net (loss) to net cash used in
   operating activities:
    Contributed rent                                                    18,000          -
    Decrease in inventory                                                   82          -
                                                                     ---------     ------
 Net cash provided by (used in) operating activities                  (228,423)     2,148
                                                                     ---------     ------
Cash Flows from Financing Activities:
 Proceeds from borrowings on line of credit financing                  205,000          -
 Proceeds from common stock and additional paid-in capital, net              -       (648)
                                                                     ---------     ------        
   Net cash provided (required) by financing activities                205,000       (648)
                                                                     ---------     ------
Net Increase (Decrease) in Cash                                        (23,423)     1,500
 
Cash at Beginning of Period                                            159,052          -
                                                                     ---------     ------
 
Cash at End of Period                                                $ 135,629     $1,500
                                                                     =========     ======
   
Supplemental Cash Flow Information:
 Cash paid during the period for interest                            $  14,970     $    -
                                                                     =========     ======
</TABLE>

                See notes to consolidated financial statements.

                                      -5-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             JULY 31, 1996 AND 1995

                                  (UNAUDITED)



NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

           The accompanying unaudited financial statements have been prepared in
           accordance with generally accepted accounting principles for interim
           financial information and with the instructions to Form 10-Q and
           Article 10 of Regulation S-X. Accordingly, they do not include all of
           the information and footnotes required by generally accepted
           accounting principles for complete financial statements. In the
           opinion of management, all adjustments, consisting of normal
           recurring accruals, considered necessary for a fair presentation of
           financial position, results of operations and cash flows have been
           included. Operating results for the nine months ended July 31, 1996
           and 1995 are not necessarily indicative of the results that may be
           expected for a full year. For further information, refer to the
           financial statements and footnotes thereto included in the Company's
           Annual Report on Form 10-K/A for the year ended October 31, 1995.

         ORGANIZATION AND CAPITALIZATION

           Continental Capital Corporation (the "Company") was incorporated
           under the laws of the State of Colorado on November 8, 1985. The
           Company's articles of incorporation, as amended, provide for the
           issuance of 100,000,000 shares of common stock, with a par value of
           $.001 per share, and 2,000 shares of Series A and 1,000 shares of
           Series B preferred stock with no par value. Series of the preferred
           stock may be created and issued from time to time, with such
           designations, preferences, conversion rights and other rights,
           including voting rights, as adopted by the Board of Directors.

           On January 31, 1995, the Board of Directors of the Company approved a
           one-for-four reverse stock split of the outstanding common stock,
           which resulted in 831,309 shares of common stock outstanding.
           Retroactive effect has been given to this reverse stock split in the
           accompanying financial statements.

         HISTORY

           The Company's original name was Lexington Capital Corporation and has
           changed a number of times since its incorporation in 1985. The
           Company has additionally been known as Club America, Inc. and
           PlanCapital U.S.A., Inc. During 1995, the Company changed its name to
           its present name, Continental Capital Corporation.

         BUSINESS

           The Company has recently entered into the business of marketing and
           leasing various types of equipment, mainly in the transportation
           industry. The Company intends to specialize specifically in
           commercial aircraft parts and equipment, fleet commercial trucks and
           medical equipment.

                                      -6-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Continued)

                                  (UNAUDITED)



NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         USE OF ESTIMATES

           The preparation of financial statements in accordance with generally
           accepted accounting principles requires management to make estimates
           and assumptions that affect the amounts reported in the financial
           statements and accompanying notes. Although these estimates are based
           on management's knowledge of current events and actions it may
           undertake in the future, they may ultimately differ from actual
           results.

         INVENTORY

           Inventory is comprised of aircraft parts and equipment, and is stated
           at the lower of cost or market. Cost is determined using principally
           the average method, based upon the allocated historical cost of the
           corporation from whom the Company acquired the aircraft parts and
           equipment (see Note 2).

         COST IN EXCESS OF NET ASSETS OF BUSINESS ACQUIRED

           Cost in excess of net assets of businesses acquired ("goodwill")
           represents the unamortized excess of the cost of acquiring a business
           over the fair value of the identifiable net assets received at the
           date of acquisition, and is primarily from the acquisition of
           CarroSELL. Such goodwill is being amortized on the straight-line
           method over a period of 10 years.

           It is the Company's policy to evaluate the recoverability of goodwill
           on a periodic basis, based upon estimated future net income excluding
           the effects of amortization of intangible assets. Such estimated
           future net income takes into consideration management's plans with
           regard to future operations.

         EARNINGS (LOSS) PER COMMON SHARE

           Earnings (loss) per common share has been computed based upon the
           weighted average number of shares of common stock outstanding during
           the period. Retroactive application has been given to the one-for-
           four reverse stock split effected in January 1995.


NOTE 2.  BUSINESS ACQUISITIONS

         JSA

           Effective March 31, 1995, the Company merged with J.S.A.,
           Incorporated, a California corporation ("JSA"). As a result of the
           merger, the Company acquired certain of the assets of JSA, which
           consisted of aircraft parts and equipment, in exchange for the
           issuance of 1,700,000 shares of the Company's common stock. In
           accordance with the terms of the agreement, the aircraft parts and
           equipment had an agreed value of approximately $8,950,000. In
           connection with the merger, the Company agreed to retain Jacman
           Aircraft, Inc. ("Jacman"), a California based aircraft parts and
           equipment marketing firm which is affiliated with the former
           shareholder, as a distributor of all aircraft parts and equipment for
           the Company. 

                                      -7-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Continued)

                                  (UNAUDITED)



NOTE 2.  BUSINESS ACQUISITIONS

         JSA

           The acquisition of these assets did not constitute a business
           combination, and the Company has accounted for the acquisition of
           these assets in a manner similar to the purchase method. However,
           because of the significance of the ownership of the Company's common
           stock created by the issuance of the 1,700,000 shares of common stock
           to the former shareholder of JSA, together with the control exercised
           by the related entity (Jacman) over the marketing of the inventory of
           aircraft parts and equipment, the Company has recorded the inventory
           of aircraft parts and equipment at the allocated historical cost of
           JSA ($50,000), rather than the agreed value per the agreement. As
           sales of the aircraft parts and equipment occur, the proportionate
           amount of such historical cost will be charged to cost of sales based
           upon a relative value calculation.

         CARROSELL

           On December 10, 1995, the Company entered into an Agreement of
           Purchase and Sale of Stock with CarroSELL, Inc. and its sole
           shareholder whereby the Company acquired all of the capital stock of
           CarroSELL in exchange for 500,000 shares of the Company's common
           stock. CarroSELL is engaged in the business of advertising on baggage
           claim carrousels, and with its proprietary process, converts baggage
           claim carousel panels into moving billboards. The Company agreed to
           transfer $250,000 to CarroSELL on or before June 17, 1996 to further
           its business. In the event that public trading of the Company's
           common stock had not resumed or the $250,000 was not transferred by
           June 17, 1996, the former shareholder had the option to cancel the
           agreement.

           The required transfer of $250,000 has been completed. On June 7,
           1996, this agreement to purchase CarroSELL, Inc. was amended to
           eliminate the requirement of public trading by June 17, 1996 in
           exchange for the Company's agreeing to issue to the original owner of
           CarroSELL, Inc., an additional 250,000 shares of the Company's common
           stock.

           CarroSELL entered into an employment agreement with the former
           shareholder for a period of five years providing for an annual salary
           of $24,000 plus certain benefits. CarroSELL also entered into a
           consulting agreement with Revolving Media Marketing, Inc., a company
           owned by the former shareholder, to provide promotional and marketing
           services for a term of five years in exchange for $60,000 per annum
           plus 1 1/2% of gross sales. In addition, Revolving Media is eligible
           to earn options to purchase a maximum of 1,000,000 shares of common
           stock of the Company based upon the net income of CarroSELL during
           the next two fiscal years.

           The Company has accounted for this acquisition by the purchase
           method. This investment has been recorded at the estimated fair value
           of the common stock issued by the Company, taking into consideration
           various factors affecting the estimated fair value of such stock. The
           additional 250,000 shares of the Company's common stock issued on
           June 7, 1996 have been recorded as an additional element of cost of
           the Company's investment in this subsidiary at the estimated fair
           value of such stock, and have been taken into consideration in the
           determination of the excess of cost over net assets acquired.

                                      -8-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Continued)

                                  (UNAUDITED)



NOTE 2.  BUSINESS ACQUISITIONS

         CARROSELL

           Costs and expenses incurred by the Company in connection with the
           operations of CarroSELL have been charged to expense. Such costs
           aggregated approximately $104,000 and $35,000 for the nine months and
           three months ended July 31, 1996, respectively.

NOTE 3.  COMMITMENTS AND OTHER MATTERS

           As of June 28, 1995, the Company entered into a Master Lease
           Agreement with joint lessees CASC Shanghai and Northern Airlines:
           Sanya Limited. The term of the Master Lease commences on the shipping
           date of the initial amount of equipment and shall continue for a
           period of five years with a total of $5,000,000 in aircraft parts and
           equipment. Although delivery of equipment under this lease was
           expected to begin in early 1996, no equipment has been shipped as of
           the date of the accompanying financial statements due to changes in
           management of the lessees; accordingly, this lease is presently
           pending and in the process of reapproval by appropriate officials of
           the lessees. Financing for this transaction is expected to be
           provided by NAB Bank in Chicago, Illinois.


NOTE 4.  COMMON STOCK

           On January 31, 1995, the Board of Directors of the Company approved a
           one-for-four reverse stock split of the outstanding common stock,
           which resulted in 831,309 shares of common stock then outstanding.
           Retroactive effect has been given to this reverse stock split in the
           accompanying financial statements.


NOTE 5.  RELATED PARTY TRANSACTIONS

           The Company has retained Jamesburg Companies, Inc. ("JCI"), the major
           shareholder of the Company, to complete the initial phase of the
           operations at a cost of $6,000 per month. Fees paid to JCI amounted
           to $54,000 and $18,000 for the nine months and the three months ended
           July 31, 1996, respectively.

           From time to time, JCI has loaned the Company funds for operations on
           an unsecured basis without interest. In March 1995, indebtedness of
           $92,145 owing to JCI was converted into 4,703,691 shares of common
           stock.

           The Company's principal offices and warehousing facilities are
           located in the premises of Jacman Aircraft (see Note 2) on a 
           month-to-month arrangement, and are provided rent free. The Company
           also has shared office space available in New York, which is provided
           rent free from a director/shareholder of the Company. The Company has
           recognized the estimated value of the rent provided by these related
           parties without cost to be approximately $18,000 and $6,000 for the
           nine months and three months ended July 31, 1996, respectively, and
           has charged this amount to expense, with a corresponding credit to
           Additional Paid-In Capital.

                                      -9-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Continued)

                                  (UNAUDITED)



NOTE 6.  BROKERAGE INCOME

           During fiscal 1995, the Company was involved in a certain leasing
           transaction as an accommodation to the parties directly participating
           in the lease. The Company's involvement was limited to facilitating
           the transaction as among the lessor and lessee and financial
           institution; did not encompass the receipt or payment or guarantee of
           any rentals under the lease; and was limited in occurrence to this
           isolated transaction. As compensation for this accommodation, the
           Company received a brokerage fee of $8,638 which is presented in the
           accompanying financial statements as brokerage income.

                                     -10-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS

NINE MONTHS ENDED JULY 31, 1996 COMPARED TO 1995

 The Company's results of operations reflect a net loss of $246,505 (or $.03 per
 share) for the nine months ended July 31, 1996, compared to a net income of
 $2,148 for the same period in 1995.

 The Company realized revenue of $14,580 for the nine months ended July 31,
 1996, as compared with $38,530 for 1995.  This decline was primarily the result
 of diminished sales of aircraft parts and equipment.  In addition, the Company
 realized brokerage income of $8,638 in 1995, which was an isolated transaction
 not replicated in 1996.

 Cost and expenses for 1996 totalled $261,085 as compared to $36,382 for 1995.
 These costs and expenses were primarily comprised of management fees paid to
 Jamesburg Companies Inc. ("JCI"), the major shareholder of the Company, and
 compensation paid to the President of CarroSELL.  In addition, the Company also
 incurred other general and administrative expenses during 1996, most of which
 is attributable to the start-up of operations of CarroSELL, including the
 marketing efforts expended by management for this new line of business, and
 additional interest expense based on an increased level of borrowings under the
 line of credit financing.

THREE MONTHS ENDED JULY 31, 1996 COMPARED TO 1995

 The Company's results of operations for the third quarter of fiscal 1996
 resulted in a net loss of $108,469 ($.01 per share) compared to net income of
 $-0- for the comparable period in 1995.

 Revenue for 1996 increased to $2,169 compared to none for 1995.

 Costs and expenses increased to $110,638 in 1996 from none in 1995.  This was
 primarily attributable to management fees paid to Jamesburg Companies, Inc.,
 the major shareholder of the Company, and compensation, rent and interest
 expense incurred, none of which was incurred in 1995.  Additionally, the
 Company incurred selling, general and administrative expenses in 1996, most of
 which was attributable to the start-up of operations of CarroSELL, including
 the marketing efforts expended by management for this new line of business.


LIQUIDITY AND CAPITAL RESOURCES

For the nine months ended July 31, 1996, the Company experienced a net decrease
in cash of $23,423.  This decrease resulted from net cash used in operating
activities, which was offset by cash provided from financing activities during
1996 resulting from full draw down of the line of credit financing.

At July 31, 1996, the Company had a cash balance of $135,629.

For the comparable period of 1995, there was cash used in operating activities
of $71,550 and cash provided by financing activities of $73,050.

                                     -11-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

                                  (Continued)



LIQUIDITY AND CAPITAL RESOURCES

In connection with the purchase of CarroSELL, the Company completed the transfer
of $250,000 to CarroSELL during the third quarter of 1996 to further its 
business.

The Company has a borrowing arrangement with NAB Bank, Darien, Illinois.  This
line of credit is for a total amount of $380,000.  As of July 31, 1996, the
Company had fully drawn down on this line.


CAPITAL EXPENDITURES

The Company did not make any major capital expenditures during the nine months
ended July 31, 1996.

The Company does not have any material commitments for capital expenditures.

                                     -12-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY



Item 6.    Exhibits and reports on Form 8-K

           (a)  Exhibits

                  Exhibit 27 - Financial Data Schedule

           (b)  The Company filed no reports on Form 8-K during the quarter 
                ended July 31, 1996.

                                     -13-
<PAGE>
 
                 CONTINENTAL CAPITAL CORPORATION AND SUBSIDIARY

                                   FORM 10-Q

                    FOR THE NINE MONTHS ENDED JULY 31, 1996


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 CONTINENTAL CAPITAL CORPORATION



DATE:  October 6, 1996           By:  /s/ Milton J. Wilpon
                                      -------------------------------
                                      Chairman of the Board
                                      Chief Executive Officer


DATE:  October 6, 1996           By:  /s/ Ronald L. Wilpon
                                      -------------------------------
                                      Treasurer
                                      Chief Financial and Accounting Officer

                                     -14-