FORM 10-KSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

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

                  For the fiscal year ended December 31, 1998

   [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE  ACT OF 1934 [NO FEE
             REQUIRED

                         Commission File Number: 0-8149

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


            New Mexico                                    01-89156004
  -------------------------------                    ---------------------
 (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 Exchange Act:


                                      None
                                      ----

             Securities registered pursuant to Section 12(g) of the
                                Exchange 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 there is  no disclosure of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to  the best  of Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
                                   ------

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


     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days: On March 31, 1999,  based on the price quoted by NASDAQ OTC Bulletin Board
was. (See  definition of affiliate in Rule 12b-2 of the Exchange Act).  $177,823
(based on an estimated market value of $.25 per share)
                                       ---------------

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of March 31, 1999, was 1,568,791.





                                     PART I

Item 1. Business.

Company's Historic Development.

     Southwest Capital  Corporation (the "Company") was formed in 1964 under the
laws of the State of New  Mexico  as a small  loan  company.  During  1977,  the
Company quit the small loan business and began purchasing  contracts  receivable
secured by real  estate.  In January of 1976,  the Company  formed a  subsidiary
corporation  under  the  laws of the  State  of New  Mexico,  Southwest  Capital
Investments, Inc., which, in April of 1976, was granted authority to participate
in the Small Business  Administration's  Small Business  Investment  program. In
January of 1980, the Company acquired a California  corporation which was in the
business  of  making  small  loans  to  small  businesses.   Subsequently,  this
subsidiary  was  consolidated  with  Southwest  Capital  Investments,  Inc.  and
relocated  to the  company's  corporate  offices  in  Albuquerque,  New  Mexico.
Southwest  Capital  Investments,  Inc.  was  managed  by the  Company as a small
business  investment  company through the date of its disposal by the Company as
discussed below.

     In August of 1984, the Company purchased an office building in Albuquerque,
New Mexico and relocated its corporate  offices to that building.  In January of
1988, it sold the office building, but continued to retain its corporate offices
in the  building  until July of 1989.  The Company  currently  uses office space
located at 1650 University  Blvd.  N.E.,  Suite 5-100,  Albuquerque,  New Mexico
87102.

     The Company operated  Southwest Capital  Investments,  Inc.,  ("SCII") as a
small  business  investment  company  ("SBIC")  licensed with the Small Business
Administration  ("SBA")  and the  Company  was a  Business  Development  Company
("BDC")  under the  Investment  Company Act of 1940 (the "40 Act").  As an SBIC,
SCII purchased equity securities,  debentures and loans. SCII was generally able
to borrow,  or have  guaranteed  by the SBA,  three times its  private  capital.
However, SCII's income and assets had continually declined over the years and in
April,  1989,  it was  informed  by the  SBA  that  its  capital  was  impaired.
Management  began  discussions  with the SBA looking  toward curing  its capital
deficiency,  but was unable to obtain additional capital for the subsidiary, and
its income and assets continued to decline during the first half of 1989.

     Unable to find  additional  capital  for  SCII,  the  Company's  management
determined  that it would be in the Company's  best interest to divest itself of
SCII and to acquire a new business,  which it did with the  acquisition  of Beef
Technologies,  Inc.  ("BTI"),  on  the  terms  discussed  below.  Following  the
Company's  decision to sell SCII,  Martin J. Roe, the Company's  President and a
Director,  offered to exchange  125,000  shares of Company common stock owned by
him for all of the  issued  and  outstanding  shares  of SCII.  That  offer  was
accepted by the  Company on July 13,  1989,  effective  June 30,  1989,  and was
completed  on March 16, 1990,  following  approval by the SBA of the transfer of
the license to Mr. Roe. In 1991 SCII  surrendered its license to SBA and began a
liquidation of its assets under the supervision of the SBA.

     Effective  June 30,  1989,  the  Company  acquired  all of the  issued  and
outstanding  common  stock of Beef  Technologies,  Inc.  ("BTI"),  a New  Mexico
corporation.  BTI was organized on June 9, 1989, to exploit  certain  technology
and  business  plans  related  to the  production  and  marketing  of lean,  low
cholesterol  beef, a process  developed by George W. Rhodes.  The Company issued
800,000 of its common shares for the BTI shares.  As a part of that transaction,
George W. Rhodes and James T.  McWilliams  were appointed to the Company's Board
of  Directors  and Robert J.  Reithel and Bernard S.  Shapiro,  who were Company
Directors  at that  time,  resigned.  On July 13,  1989,  Valerie  G.  Wetherill
resigned as the Company's Vice-President and Secretary. On July 17, 1989, Martin
J. Roe resigned as the  Company's  Treasurer;  on August 7, 1989, he resigned as
the Company's  President;  and in 1990, he resigned as Director.  Mr. McWilliams
served as interim  President.  Sara V. Rhodes, a Certified Public Accountant and
the wife of George W.  Rhodes,  was  elected  by the Board of  Directors  to the
positions of Secretary and Treasurer.

     In April of 1991, the Company  decided to implement the BTI technology in a
small  California  pilot  program.  Imperial  Capital  Corporation,   a  finance
corporation  controlled by George Feaster,  a director of SWC's board,  advanced
the funds necessary to raise 94 head in Holtville and Imperial,  California. The
concept was to check alfalfa and feedlot  performance and subsequently  test the
market for the products in the Southern California area. At the encouragement of
a potential client,  Mannings Beef Products  International  ("Mannings"),  these
animals were not implanted  with steroids in order to render them  acceptable to
U. S. health food stores.  Unfortunately,  the  specific  health food store that
Mannings sold beef products to later added additional specifications which could
not be met. These  requirements  eliminated  them as a potential  buyer for this
small herd.  The cattle  gained only 2.02 pounds per day for the entire  period.
This disappointing  result was almost a full pound less than any of management's
previous  experiences  and  approximately  one-half  pound  less  than  industry
standards. The meat quality, as attested by Manning, was superb. The weight gain
rate,  however,   was  less  than  expected.   Management  believed  the  weight
performance  was a  function  of not  implanting  the  cattle,  as is the normal
practice. The results created costs per pound far in excess of those experienced
by BTI previously in its New Mexico market.

     The Company was unable to place any of the test  program lean beef into the
U. S.  health  food  system at the  customary  1,050  pound  slaughter  weights.
Therefore,  the animals were taken to full slaughter  weight  conditions.  Forty
head were purchased in January,  1992 by Mannings for their Japanese  affiliate.
Mannings is owned by Zenchiku,  Ltd. of Tokyo which exports U. S. beef to Japan.
They  preferred to purchase  extra heavy  animals (over 1,500 lbs.) and normally
paid an $.11 per pound  premium on the hoof.  They  purchased  forty 1,200 pound
steers from the Company for a trial program including taste testing in Japan. On
February 6, 1992  Mannings  informed the Company that BTI animals were the "best
ever slaughtered at their plant." Management,  however, was unable to secure any
significant purchase commitments during 1992 at the premiums necessary to assure
profitable margins to the Company.  Such contracts were necessary to attract new
capital necessary to fund a commercially  scaled beef program. As a result, once
the pilot program was  concluded,  efforts by management to further  exploit the
technology were limited by Company resources, and the project was terminated.

     On March 23, 1995,  George W. Rhodes,  Chairman of the Board,  and James T.
McWilliams,  Director and Vice  President of the  Registrant,  sold in a private
transaction,  350,000  shares  each of the  Registrant's  common  shares to four
individuals  as  disclosed  on Form 8-K/A,  dated March 23,  1995,  incorporated
herein by reference.  At an annual meeting of the shareholders of the Registrant
held on January 31, 1995,  the  following  persons were  elected  Directors  and
subsequently appointed Officers of the Registrant: Laurence S. Zipkin, President
and Director, and Alan R. Geiwitz,  Secretary Treasurer, Chief Financial Officer
and  Director.  The  current  management  has  actively  solicited  and  pursued
investment  possibilities in the form of acquisition of privately held business.
To date several companieshave been analyzed as potential acquisition candidates;
however,  as of this date,  no firm  agreement  has been reached with any of the
companies  with  whom the  Registrant  has  engaged  in  acquisition  or  merger
discussions.

Item 2. Description of Properties.

     The  Registrant  utilizes  office  space at 1650  University  Blvd.,  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.

     Insofar  as  known  to the  Company's  management,  there  are no  legal or
administrative  actions now pending or  contemplated  against the  Company,  its
current or former management or any of its subsidiary corporations.


Item 4. Submission of Matters to a Vote of Securities Holders.

     No  matters  were  submitted  to a vote of  shareholders  during the fourth
quarter of the company's fiscal year.


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 high and low bid prices during each quarter of 1997 and 1998
are as follows:


<TABLE>

                          1997                                    1998         
                     High       Low                          High       Low
                     ----      ----                          ----       ----

  <S>              <C>        <C>            <S>            <C>        <C>

  first quarter    $ 1.50     $ 1.50         first quarter  $1.50      $1.375
  second quarter     1.50      1.375         second quarter  1.00        0.75
  third quarter      1.50      1.375         third quarter   0.75        0.31
  fourth quarter     1.50       1.50         fourth quarter  0.31        0.25

</TABLE>



     There were  approximately  900  holders of the  Company's  common  stock on
December  31,  1998.  The Company has paid no  dividends on its common stock for
more than the past five  years,  including  the fiscal year ended  December  31,
1998.

Item   6.  Management's  Discussion  and   Analysis  of  Financial Condition and

Results of Operations.

The following  paragraphs  present  Management's  discussion and analysis of the
financial  condition  and  results of  operations  of the Company at the present
time.

Liquidity and Capital Resources

     Liquidity, as discussed herein, refers to the Company's ability to generate
adequate amounts of cash to meet its cash needs.

     At December 31, 1998,  the Company had cash and interest  bearing assets of
$3,131 and  liabilities  of $38,364 which  includes loans of $29,500 made by the
Registrant's  current management.  At present,  the Company has no employees and
will be wholly dependent on the personal  efforts of its appointed  officers and
directors,  who  are  engaged  full  time in  other  activities,  endeavors  and
professions.

     The Company is presently without significant  income.  Based on the present
level of  operations,  management  believes  that the Company  funds on hand and
continued loan  availability  from its management are sufficient to maintain the
Company  for the year ended  December  1999.  Management  continues  to seek out
opportunities to improve the Company's financial position. There is no assurance
that the Company, however, will be successful in raising new capital.

Results of Operations

     The Company's net loss of $7,881 for  1998 represents interest, and general
and administrative costs for the previous twelve months.

     Interest  expense incurred in 1998 was $2,675 and interest expense incurred
during  1997 was $1,743.  General and  administrative  expenses  decreased  from
$11,556  incurred in 1997 to  $5,206 in 1998 which increase was due primarily to
increased shareholder  expenses.  General and Administrative costs are primarily
due to the cost of retaining an independent  stock transfer  company to transfer
the stock of the  Company,  the  retention  of outside  accounting  services and
independent  outside  auditors  as well as  costs  associated  with  shareholder
expense.

     The Company's  net loss of $7,881  in 1998  represents a decrease of $5,418
from the $13,299 loss recorded  in 1997. This decrease  resulted  primarily from
the decrease in shareholder expense incurred  during 1997. The Registrant had no
operating  income in 1998 or 1997,  while expenses were comprised of the cost of
general and administrative expenses.

Year 2000 Issues

     Because of  the limited operations  of the Registrant, year 2000 issues are
minimal.  The Registrant's banks and professional  service vendors have notified
that they are year  2000 compliant.  The personal computer  and software,  which
the Registrant utilizes, is deemed year 2000 compliant.


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, 1998, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
each of the two years in the period ended  December 31,  1998.  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,  1998,  and  the
consolidated  results of their operations and their  consolidated cash flows for
each of the two years in the period ended  December 31, 1998 in conformity  with
generally accepted accounting principles.

                                        GRANT THORNTON LLP


                                        Oklahoma City, Oklahoma
                                        March 6, 1999




                  Southwest Capital Corporation and Subsidiary

                           CONSOLIDATED BALANCE SHEET

                                December 31, 1998


                        ASSETS

CURRENT ASSETS
    Cash                                                         $        3,131
                                                                      =========
        LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable                                             $        2,703
    Accrued liabilities                                                   6,161
                                                                      ---------
                  Total current liabilities                               8,864

NOTES PAYABLE TO RELATED PARTIES (note B)                                29,500

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                                              (3,263,078)
                                                                      ---------
                                                                        (35,233)
                                                                      ---------
                                                                  $        3,131
                                                                      =========


        The accompanying notes are an integral part of these statements.






                  Southwest Capital Corporation and Subsidiary

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,


                                                        1998              1997  
                                                        ----              ----
Expenses
    General and administrative                    $      5,206      $    11,556
    Interest                                             2,675            1,743
                                                        -------       ----------
                  NET LOSS                        $     (7,881)     $   (13,299)
                                                        =======       ==========
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 this statement.


                  Southwest Capital Corporation and Subsidiary

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                     Years ended December 31, 1998 and 1997



                                                Common stock
                                                ------------
                                            Shares          Amount
                                            ------          ------

Balance at January 1, 1997                 1,568,791      $1,568,791     

Net loss                                       -               -
                                           ---------      ----------
Balance at December 31, 1997               1,568,791       1,568,791

Net loss                                       -               -    
                                           ---------      ----------
Balance at December 31, 1998               1,568,791      $1,568,791    
                                           =========      ==========


         The accompanying notes are an integral part of this statement.




                  Southwest Capital Corporation and Subsidiary

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                     Years ended December 31, 1998 and 1997


                                        Additional
                                         paid-in      Accumulated
                                         capital        deficit          Total 
                                        ----------    -----------     ----------
Balance at January 1, 1997              $1,659,054    $(3,241,898)    $ (14,053)

Net loss                                       -          (13,299)      (13,299)
                                        ----------    ------------    ----------
Balance at December 31, 1997             1,659,054     (3,255,197)      (27,352)

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

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


        The accompanying notes are an integral part of these statements.




                  Southwest Capital Corporation and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,


                                                           1998          1997
                                                           ----          ----

Increase (Decrease) in Cash

Cash flows from operating activities
    Net loss                                          $   (7,881)     $ (13,299)
    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                        2,675          2,932
                                                          -------       --------
                  Net cash used in operating activities   (5,206)       (10,367)
                    
Cash flows from financing activities
    Proceeds from notes payable                            5,500          8,000
                                                           -----         -------
                  NET INCREASE (DECREASE) IN CASH            294         (2,367)

Cash at beginning of year                                  2,837          5,204
                                                           -----         -------
Cash at end of year                                   $    3,131     $    2,837
                                                           =====         =======
               

        The accompanying notes are an integral part of these statements.




                  Southwest Capital Corporation and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1998 and 1997


     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, 1998,  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 (at  $21,500  and $8,000)  bearing  interest at 10%,  due to two
          individuals who are officers,  directors, and stockholders.  The notes
          have no  specified  payment  terms but are not  callable  until  after
          December 31, 1999.

     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.



          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.






             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997


     NOTE C - INCOME TAXES - CONTINUED

          At December 31, 1998,  the Company had deferred tax assets  related to
          net  operating  loss  carryforwards  of  approximately  $134,000.  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 and $5,000 for the
          years ended December 31, 1998 and 1997, respectively.

          At December 31, 1998, 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
                         2013                                              8,000
                                                                        --------
                                                                        $343,000
                                                                        ========

     NOTE D - FINANCIAL INSTRUMENTS

          The following table includes various  estimated fair value information
          as of December 31, 1998 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:

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








                  Southwest Capital Corporation and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997


     NOTE D - FINANCIAL INSTRUMENTS - CONTINUED

           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, 1998, are as follows:

                                                      Carrying         Estimated
                                                       amount         fair value
       Financial asset
           Cash                                      $    3,131      $    3,131 
           Financial liabilities 
           Notes payable for which it is not
             practicable to estimate fair value         (29,500)              -


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

There have been no  changes in or  disagreements  with  Accountants  of the kind
described by Item 304 of Regulation S-B at anytime during the  Registrant's  two
(2) most recent fiscal years.

ITEM  9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
      See PART II, Item 6

ITEM 10.  EXECUTIVE COMPESATION
      Neither of the Registrant's two Officers/Directors are compensated for the
 minual services which they provide in behalf of the Registrant.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets  forth,  as of March 25,  1999,  the  beneficial
ownership  of common  Stock by each  person  who is known by the  Company to own
beneficially  more than 5% of the issued and  outstanding  voting  shares of all
persons.  Each  person  has sole  voting and  investment  power as to all shares
unless otherwise indicated.


Directors.
-----------

                       (2)                      (3)
(1)              Name and address         Amount and nature           (4)
Title of               of                      of                    Percent
Class            Beneficial owner       Beneficial ownership        of class
------------------------------------------------------------        ---------
$0.01 par       James A. Arias               100,000                  6.4
value common    1650 University blvd.,        Direct  
                Albuquerque, NM 87102

Mr. Arias in President fo Realco, Inc. and as such, votes the shares held by 
Realco, Inc.

$0.01 par      Realco, Inc.                  157,500                  10.0
value common   1650 University Blvd.,        Indirect
               Albuquerque, NM 87102


$0.01 par      Nasser J. Kazeminey           250,000                  9.2
value common   1450 Lincoln Centre            Direct
               333 South 7th Street
               Minn, MN 55402

$0.01 par      Laurence S. Zipkin            250,000                  15.9
value common   400 North Lilac Dr.            Direct
               Golden Valley, MN             
               55422

$0.01 par      Alan R. Geiwtz                100,000                  6.4
Value common   7803 Glenroy Road              Direct
               Bloominton, MN 55469


$0.01 par      Martin J. Roe                 100,385                  6.3
Value common   TTEE/TR                        Direct
               1022 Hillcrest Road          
               Beverly Hill, CA 90210   

There are no arrangements  know to the  Registrant,  including any pledge by any
person of securities of the  Registrant or any of its parents,  the operation of
which may at a subsequent date result in a change in control of the Registrant.


ITEM 12. Certain Relationships and Related Transactions

     The  President and a princple  shareholder  have from time to time advanced
operating fund to the Registrant. Such advances are evidenced by interst bearing
demand notes. At March 31, 1999 the sum total of such advances was $29,500.

                                    PART IV

ITEM 13. Exhibits and Reports on form 8-K

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

          (1)  Financial Statements.

               Independent Auditors' report
               Balance sheet at December 31, 1998
               Statements of Operations for the years ended
                  December 31, 1998 and 1997
               Statement of Stockholders' Deficit for the Years ended
                  December 31, 1998 and 1997
               Statements of Cash Flows for the years  ended  December  31, 1998
                  and 1997.
               Notes to Financial Statements at December 31, 1998 and 1997.

    (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.


     (c)  Exhibits:
          ---------

     The following documents are incorporated by reference to  the  Registrant's
     Form 10 Registrantion Statement under the Securities Exchange Act of  1934:
     a.  Articles of Incorporation;   b. Bylaws;  c. Instruments defining rights
     of  security  holders, including   indentures;   d. Material contracts;  e.
     Subsidiaries of Registrant; and f. Additional Exhibits.

There  are no  other  exhibits  specified  in Item 601 of  Regulation  S-B to be
included with tis filing.




                                    SIGNATURE
In accordance  with Section 13 or l5(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.


SOUTHWEST CAPITAL CORPORATION

    s/Laurence S. Zipkin
By: _______________________________             March 28, 1999
Laurence S. Zipkin,
President and Chief Executive Officer

Dated: March  28, 1998

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, thereunto duly authorized.



SOUTHWEST CAPITAL CORPORATION

     s/Laurence S. Zipkin
By: _______________________________            March 28, 1999
     Laurence S. Zipkin, Director
     s/Nasser J. Kazeminey



     s/Alan R. Geiwtz
 By: _______________________________           March 28, 1999
      Alan R. Geiwtz, Vice President
      Chief Financial Officer and Director


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