<PAGE>


                                  UNITED STATES
                        SECURITIES AND EXHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended December 31, 1999

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT OF 1934

For the transition period from ---- to ----

                         Commission File Number: 0-8149

                          SOUTHWEST CAPITAL CORPORATION
-----------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

            New Mexico                                     85-1069650
-----------------------------------------------------------------------------
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

    1650 University Blvd., N.E., Suite 5-100
           Albuquerque, New Mexico                           87102
-----------------------------------------------------------------------------
    (Address of principal executive offices)               (Zip Code)


Issuer's telephone number, including area code: (505)243-4949

Securities registered pursuant to Section 12(b) of the Act:  None


Securities registered pursuant to Section 12(g) of the Act:

                            No Par Value Common Stock
                          -----------------------------
                                (Title of Class)

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 [X] No [ ].

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of Registrant's knowledge, in definitive proxy or <PAGE>

information  statements
incorporated  by reference in Part III of this Form 10- KSB or any  amendment to
this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year.  $ -0-

The number of shares of the  Registrant's  common stock  outstanding as of March
15,2000  was  approximately   1,569,000.  The  aggregate  market  value  of  the
Registrant's  common  stock  held by  non-affiliates  as of March  15,  2000 was
$1,143,000.


                       DOCUMENTS INCORPORATED BY REFERENCE
None

<PAGE>


                                     PART I

ITEM 1:  DESCRIPTION OF BUSINESS.

Southwest Capital Corporation,  incorporated in 1964 under the laws of the State
of New Mexico, and subsidiary is hereinafter  referred to as the "Registrant" or
the "Company".

The Company's principal offices are located at 1650 University Boulevard,  N.E.,
Suite 5-100,  Albuquerque,  New Mexico 87102,  and its telephone  number at that
location is (505)243-4949.

Company's Historic Development.

The Company was originally  formed as a provider of financial  services to small
businesses.

From 1976 to 1989 such operations  were performed by a wholly owned  subsidiary,
Southwest Capital  Investments,  Inc. ("SCII"),  which was licensed by the Small
Business  Administration  ("SBA"). As a result of declines in income and assets,
the  Company was  determined  to have a capital  deficiency  by the SBA in April
1989.  As the  Company  was  unable to  secure  additional  capital  for the SBA
program,  management  determined  it was in the best  interest of the Company to
divest itself of such operations and acquire a new line of business.

In 1990,  the  Company  accepted  an offer from its  President  at the time,  to
exchange  125,000  shares of Company  stock for all the  issued and  outstanding
shares of SCII.

In 1989, the Company acquired all of the issued and outstanding  common stock of
Beef Technologies, Inc. ("BTI"), a New Mexico corporation. BTI was organized, to
exploit  certain  technology  and business  plans related to the  production and
marketing of lean, low  cholesterol  beef.  Following an  unsuccessful  pilot in
1992, this project was abandoned.

As a result of these events, the Company has been without operations since 1992.
Current management has actively  solicited and pursued investment  possibilities
in the form of  acquisitions  of privately  held  businesses.  To date,  several
companies  have  been  analyzed  for  potential  acquisition;  however,  no firm
candidates exist at this time.


ITEM 2:  DESCRIPTION OF PROPOERTY.

The  Registrant  utilizes  office  space  at 1650  University  Boulevard,  N.E.,
Albuquerque,  New  Mexico  87102.  The  space  utilized  by  the  Registrant  is
negligible and it pays no rent for its use.


ITEM 3:  LEGAL PROCEEDINGS.

Management  of the Company is not aware of any legal or  administrative  actions
now pending or contemplated against the Company.

<PAGE>


ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted during the fourth quarter of the 1999 fiscal year to a
vote of security holders, through solicitation of proxies or otherwise.


                                     PART II


ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The  Registrant's  common stock has been listed in the National Daily  Quotation
Bureau,  Inc.  in its Pink  Sheets and the OTC  Bulletin  Board under the symbol
SWCC. The following table sets forth for the periods indicated, the high and low
bid prices as reported.

                                        1999                1998
                                 -----------------    ----------------
                                   High     Low         High     Low
                                 -------  --------    -------  -------

  First quarter                  $  0.31  $   0.25    $  1.50  $  1.38
  Second quarter                    0.25      0.25       1.00     0.75
  Third quarter                     0.25      0.25       0.75     0.31
  Fourth quarter                    0.25      0.25       0.31     0.25


There were  approximately  900 holders of the Company's common stock on December
31, 1999.  The Company has not paid  dividends on its common stock for more than
the past five years, including the fiscal year ended December 31, 1999.


ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALSIS OR PLAN OF OPERATIONS.

Plan of Operations

As the  Company has not had  revenues  from  operations  in each of the last two
fiscal years, the following  represents  management's plan of operations for the
next twelve months.

The Company is presently  without revenues or cash flow from  operations.  Based
upon current  activity  levels,  management  believes  that cash on hand and the
availability  of working  capital loans from officers are sufficient to meet the
Company's cash  requirements  for the next twelve months,  which are expected to
consist of general and  administrative  costs incurred to maintain good standing
as a publicly traded company.

The Company  currently  has no employees and does not  anticipate  retaining any
employees based upon current activity.

Management will continue to solicit and pursue  investment  possibilities in the
form of acquisitions of privately held businesses.  However, it should be noted,
such management  personnel are engaged full time in other activities,  endeavors
and professions.

<PAGE>

Year 2000 Issues

Because  of the  limited  activities  of the  Company,  year 2000  issues of the
Company were  minimal.  The Company has not incurred any year 2000 problems with
its computer  hardware and  software,  financial  institutions  or  professional
service providers, nor does management expect to incur any future problems.

<PAGE>

ITEM 7:  FINANCIAL STATEMENTS.










               Report of Independent Certified Public Accountants


Stockholders
Southwest Capital Corporation

We have audited the accompanying consolidated balance sheet of Southwest Capital
Corporation  and   Subsidiary,   as  of  December  31,  1999,  and  the  related
consolidated statements of operations, stockholders' deficit, and cash flows for
each of the two years in the period ended  December 31,  1999.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of Southwest Capital
Corporation  and  Subsidiary,  as of December  31,  1999,  and the  consolidated
results of their  operations and their  consolidated  cash flows for each of the
two years in the period ended  December 31, 1999 in  conformity  with  generally
accepted accounting principles.


GRANT THORNTON LLP

Oklahoma City, Oklahoma
February 22, 2000

<PAGE>



                  SOUTHWEST CAPITAL CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                December 31, 1999


                        ASSETS

CURRENT ASSETS
    Cash                                                         $     2,184
                                                                 ===========
        LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable                                             $     3,980
    Accrued liabilities                                                9,185
                                                                 -----------
                  Total current liabilities                           13,165

NOTES PAYABLE TO RELATED PARTIES (note B)                             35,879

STOCKHOLDERS' DEFICIT
    Common stock - no par value; authorized,
       10,000,000 shares; issued and outstanding,
       1,568,791 shares                                            1,568,791
    Additional paid-in capital                                     1,659,054
    Accumulated deficit                                           (3,274,705)
                                                                 -----------
                                                                        (46,860)
                                                                 -----------
                                                                     $     2,184
                                                                 ===========



        The accompanying notes are an integral part of this statement.

<PAGE>


                  SOUTHWEST CAPITAL CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            Years ended December 31,


                                                       1999           1998
                                                    ----------    ----------
Expenses
    General and administrative                      $    8,603    $    5,206
    Interest                                             3,024         2,675
                                                    ----------    ----------

                  NET LOSS                          $  (11,627)   $   (7,881)
                                                    ==========    ==========

Net loss per common share                           $     (.01)   $     (.01)
                                                    ==========    ==========

Weighted average common shares outstanding           1,568,791     1,568,791
                                                    ==========    ==========


       The accompanying notes are an integral part of these statements.
<PAGE>


                  SOUTHWEST CAPITAL CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                     Years ended December 31, 1999 and 1998


                           Common stock     Additional
                       --------------------  paid-in   Accumulated
                        Shares      Amount   capital     deficit     Total
                       --------- ---------- ---------- -----------  --------

Balance at
  January 1, 1998      1,568,791 $1,568,791 $1,659,054 $(3,255,197) $(27,352)

  Net loss                    -          -          -       (7,881)   (7,881)
                       --------- ---------- ---------- -----------  --------

Balance at
  December 31, 1998    1,568,791  1,568,791  1,659,054  (3,263,078)  (35,233)


  Net loss                    -          -          -      (11,627)  (11,627)
                       --------- ---------- ---------- -----------  --------

Balance at
  December 31, 1999    1,568,791 $1,568,791 $1,659,054 $(3,274,705) $(46,860)
                       ========= ========== ========== ===========  ========


        The accompanying notes are an integral part of this statement.

<PAGE>


                  SOUTHWEST CAPITAL CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             Year ended December 31,


                                                       1999          1998
                                                    ----------    ----------

Cash flows from operating activities

Net loss                                            $  (11,627)   $   (7,881)

Adjustments to reconcile net loss to net cash
  used in operating activities
    Changes in operating assets and liabilities
      Increase in accounts payable and
        accrued liabilities                              4,301         2,675
                                                    ----------    ----------
        Net cash used in operating activities           (7,326)       (5,206)

Cash flows from financing activities
    Proceeds from notes payable                          6,379         5,500
                                                    ----------    ----------
NET INCREASE (DECREASE) IN CASH                           (947)          294

Cash at beginning of year                                3,131         2,837
                                                    ----------    ----------
Cash at end of year                                 $    2,184    $    3,131
                                                    ==========    ==========


       The accompanying notes are an integral part of these statements.

<PAGE>

                  SOUTHWEST CAPITAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

Southwest  Capital  Corporation  and Subsidiary  (the  "Company"),  a New Mexico
corporation,  acts  primarily  as a  holding  company  and has  had no  business
operations since 1992. At December 31, 1999, the Company's  activities generally
consist of paying general and administrative costs of the Company.

At present, the Company has no employees and is wholly dependent on the personal
efforts  of its  officers  and  directors  who are  engaged  full-time  in other
activities, endeavors, and professions.

A summary of the significant  accounting  policies  consistently  applied in the
preparation of the accompanying consolidated financial statements follows.

1.  Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned  inactive subsidiary,  Beef Technologies,  Inc. All significant
intercompany transactions and balances have been eliminated.

2.  Loss Per Share

Basic loss per share has been  computed  using the  weighted  average  number of
common shares outstanding during each period. Diluted loss per share is the same
as basic loss per share because the Company has only common stock outstanding.

3.  Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes;
accordingly, actual results could differ from those estimates.


NOTE B - NOTES PAYABLE TO RELATED PARTIES

Notes  payable to related  parties are comprised of two  uncollateralized  notes
($30,879 and $5,000)  bearing  interest at 10%, due to two  individuals  who are
major  stockholders of the Company.  One of these individuals is also an officer
and a director.  The notes have no specified  payment terms but are not callable
until after December 31, 2000.


NOTE C - INCOME TAXES

Income taxes are accounted for under Statement of Financial Accounting Standards
("SFAS") No. 109,  Accounting  for Income  Taxes.  Under this  method,  deferred
income taxes are recognized for the tax  consequences  of temporary  differences
between the financial  statement  carrying amounts and the tax bases of existing
assets and liabilities using the presently enacted tax rates.

<PAGE>


The Company  files a  consolidated  income tax  return.  Net  operating  losses,
subject to certain  limitations,  are available to offset future  taxable income
and income taxes payable, if any.

At  December  31,  1999,  the  Company had  deferred  tax assets  related to net
operating loss carryforwards of approximately  $138,000. The deferred tax assets
have been  completely  eliminated  through a valuation  allowance as the Company
cannot currently  conclude that it is more likely than not that the benefit will
be realized. The valuation allowance for tax assets increased $4,000 for each of
the years ended December 31, 1999 and 1998.

At December 31, 1999,  the  Company's net operating  loss  carryforwards  are as
follows:

    Expiration date
      2000                                    $   30,000
      2001                                        47,000
      2002                                        38,000
      2004                                        17,000
      2005                                        16,000
      2006                                        23,000
      2007                                        74,000
      2008                                        42,000
      2009                                        12,000
      2010                                         9,000
      2011                                         9,000
      2012                                        13,000
      2018                                         8,000
      2019                                        12,000
                                               ---------
                                               $ 350,000
                                               =========


NOTE D - FINANCIAL INSTRUMENTS

The following  table includes  various  estimated  fair value  information as of
December 31, 1999 as required by SFAS No. 107,  Disclosures  About Fair Value of
Financial  Instruments.  Such  information,  which  pertains  to  the  Company's
financial  instruments,  is based on the  requirements set forth in SFAS No. 107
and does not purport to represent  the  aggregate net fair value of the Company.
The carrying  amounts in the table below are the amounts at which the  financial
instruments are reported in the consolidated financial statements.

All of the  Company's  financial  instruments  are held for purposes  other than
trading.

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value: <PAGE>

1.  Cash

The carrying  amount  approximates  fair value because of the short maturity and
highly liquid nature of those instruments.

2.  Notes Payable

These amounts have no fixed  maturities  and it is not  practicable  to estimate
fair value.

The  carrying  amounts  and  estimated  fair values of the  Company's  financial
instruments, as of December 31, 1999, are as follows:

                                                     Carrying     Estimated
                                                      amount      fair value
                                                    ----------    ----------

    Financial asset
      Cash                                          $    2,184    $    2,184
    Financial liabilities
      Notes payable for which it is not
        practicable to estimate fair value             (35,879)           -

<PAGE>

ITEM  8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None

                                    PART III


ITEM  9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Laurence S. Zipkin,  Age 60, serves as President,  Chief Executive Officer and a
Director of the  Company.  Mr.  Zipkin is also a Director  of Equity  Securities
Investment,  Inc., a Minneapolis  based broker  dealer.  Equity  Securities is a
member  of  the  National   Association   of  Security   Dealers  and  employees
approximately  forty people.  Prior to joining  Equity  Securities in 1987,  Mr.
Zipkin was a principal in a chain of retail stores throughout the mid-west using
the name Flower City. He sold his interst in 1987 when he began his  association
with Equity Securities.

Alan Geiwitz,  age 49, serves as Vice President,  Chief Financial  Officer and a
Director  of the  company.  Mr.  Geiwitz  is a founder  and  principal  of Orion
Financial Corp., and has been actively involved in financial management for over
twenty years. Prior to forming Orion in 1982, Mr. Geiwitz was Vice President and
Manager  of  a  commercial   lending   division  which  handled   manufacturing,
wholesaling and leasing companies at Norwest Bank, Minnesota, and also worked in
the Loan Administration Division of Norwest Corporation. Mr. Geiwitz sits on the
Boards of Directors of Orion Financial Corp., Midwest Financial Services,  Inc.,
Metals Manufacturing Corporation, Griffiths Corporation, Lake Air Metal Products
LLC and Mercury Waste  Solutions,  Inc. Mr.  Geiwitz is a cum laude  graduate of
Mankato State University with a double major in Business  Administration Finance
and Mathematics.



Alan Geiwitz has served as the

Need to insert the following information for officers and directors:

  Positions held
  Term of office and the period served Persons business experience Directorships
  of other reporting companies Involvement in any legal proceedings

Family relationships

None of the officers or  directors of the Company are related (as first  cousins
or closer) by blood, marriage or adoption to any other officer or director.


ITEM 10:  EXECUTIVE COMPESATION.

None of the  Company's  Officers or Directors  are  compensated  for the minimal
services which are provided on behalf of the Company.


ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain  information with respect to the security
ownership of certain  beneficial  owners and management of the Company's  common
stock as of March 15, 2000. Each person has sole voting and investment  power as
to all shares unless otherwise indicated.

There were  approximately  1,569,000 shares of the Company's common stock issued
and outstanding at March 15, 2000.

    Title of           Name and Address      Amount and Nature of   Percent
     Class           of Beneficial Owner     Beneficial Ownership   of Class
  ------------   -------------------------   --------------------   --------

    $.01 par     James A. Arias (1)           100,000 - Direct         6.4%
     common      1650 University Blvd., NE    157,500 - Indirect      10.0%
                 Suite 5-100
                 Albuquerque, NM 87102
<PAGE>


    $.01 par     Realco, Inc. (1)             157,500 - Direct        10.0%
     common      1650 University Blvd., NE
                 Suite 5-100
                 Albuquerque, NM 87102

    $.01 par     Nasser J. Kazeminey          250,000 - Direct        15.9%
     common      1450 Lincoln Centre
                 333 South 7th Street
                 Minneapolis, MN 55402

    $.01 par     Laurence S. Zipkin           250,000 - Direct        15.9%
     common      400 North Lilac Dr.
                 Golden Valley, MN 55422

    $.01 par     Alan R. Geiwitz              100,000 - Direct         6.4%
     common      7803 Glenroy Road
                 Bloominton, MN 55469

    $.01 par     Martin J. Roe                100,385 - Direct         6.4%
     common      TTEE/TR
                 1022 Hillcrest Road
                 Beverly Hill, CA 90210

    $.01 par     All Executive Officers       350,000 - Direct        22.3%
     common        and Directors as a
                   group

---------------------------------
Note to Beneficial Ownership Table:

1.  Mr. Arias is President of Realco, Inc. (a publicly traded company) and as
such, votes these shares.


Changes in Control

There  are no  arrangements  known  to the  Company,  including  any  pledge  of
securities  of the  Company,  which may  result in a change  in  control  of the
Company at a subsequent date.


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Mr. Laurence S. Zipkin, the Company's  President,  Chief Executive Officer and a
Director,  has advanced  working  capital to the Company from time to time. Such
advances  totaled $30,879 at December 31, 1999 and are evidenced by 10% interest
bearing demand notes.

Mr. Nasser J. Kazeminey, a major stockholder, has advanced working capital to
the Company.  Such advances totaled $5,000 at December 31, 1999 and is also
evidenced by a 10% interest bearing demand note.


ITEM 13:  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Documents filed as a part of this report:

     (1)  The financial  statements filed as part of this report are included in
          Item 7.
<PAGE>

     (2) The following exhibits are filed as part of this report:

          3.1 *  Articles of Incorporation

          3.2 *  Bylaws

          4   *  Instruments  defining rights of security holders,  including
                 indentures

         10   *  Material contracts

         21   *  Subsidiaries of Registrant

* Filed as an exhibit to the Registrant's  Form 10 Registration  Statement under
the Securities Exchange Act of 1934, and incorporated herein by reference.

(b) Reports on Form 8-K:

    The  Registrant  filed no reports on Form 8-K during the last quarter of the
    period covered by this Report.

<PAGE>


SIGNATURES:

In  accordance  with  Section 13 or l5(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                         SOUTHWEST CAPITAL CORPORATION

Date:  March 29, 2000                    By: /s/ LAURENCE S. ZIPKIN
                                             -----------------------------
                                             Laurence S. Zipkin, President
                                               and Chief Executive Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dated indicated.


         Signature                       Title                     Date
  -------------------------    ---------------------------    ---------------


  /s/ LAURENCE S. ZIPKIN       President, Chief Executive     March 29, 2000
  ------------------------       Officer and Director
     Laurence S. Zipkin


  /s/ ALAN R. GEIWITZ          Vice President, Chief          March 29, 2000
  ------------------------       Financial Officer and
      Alan R. Geiwitz            Director



<PAGE>