<Page>

================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001
                                       OR
               / / TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ____________ to ____________.

                       COMMISSION FILE NUMBER: 000-08149

                          SOUTHWEST CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

               NEW MEXICO                                 85-1069650
      (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)               Identification Number)

     1650 UNIVERSITY BLVD., N.E., SUITE 5-100, ALBUQUERQUE, NEW MEXICO 87102
           (Address of principal executive office, including zip code)

       Registrant'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

Check whether the Issuer (1) has 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 on 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. [ ]

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, 2002 was 2,001,388. The aggregate market value of the Registrant's common
stock held by non-affiliates as of March 15, 2002 was approximately $2,100,000.

                       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 "Southwest" 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. In 2000, the Company entered into an Agreement and
Plan of Reorganization with Berthel Fisher & Company ("Berthel Fisher"), that
was never consummated due to inability to meet certain conditions and
requirements.

As reported in the Company's 10-QSB for the period ended September 30, 2001,
on November 14, 2001, the Company executed a letter of intent regarding a
proposed Agreement and Plan of Reorganization ("Letter of Intent") with
Scanner Technologies Corporation ("Scanner"), a designer and manufacturer of
electronic test equipment for the semiconductor industry. On January 15, 2002
the Company executed the Agreement and Plan of Reorganization ("Merger
Agreement"). Under the Merger Agreement Scanner will merge with and into the
Company, with the Company as the surviving corporation in a stock-for-stock
transaction. After the merger, Scanner's shareholders will own approximately
80% of the voting shares. Closing of the proposed transaction is subject to
the customary closing conditions, including obtaining any required approvals
and consents. No assurances can be given that the proposed merger will be
consummated. Under the Merger Agreement the date upon which the transaction
was to be consummated was April 30, 2002. In a written amendment to the
Merger Agreement, the parties have agreed to extend the deadline for
consummation of the transaction to July 31, 2002.

ITEM 2. DESCRIPTION OF PROPERTY
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 2001 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

Southwest common stock is traded "over the counter" on the NASD Over the Counter
Bulletin Board. As of March 15, 2002, Southwest effected a 0.6349-for-1 reverse
stock split. All share and per share amounts have been adjusted for the split.
Trading of the shares post-split began on March 18, 2002. As of March 15, 2002,
Southwest's ticker symbol changed from "SWCC" to "SWTC" post-split. The table
below sets forth the range of high and low bid information per share for each
quarterly period for the last two fiscal years. Quotations in the following
table are based on information provided by IDD Information Services,
Tradeline(r) on Lexis(-REGISTERED TRADEMARK-). The quotations represent
inter-dealer prices, without retail markup, markdown or commission, and do not
necessarily represent actual transactions.

<Table>
<Caption>
                                       2001                        2000
                               -------------------------------------------------
                                High         Low           High            Low
                               -------------------------------------------------
     <S>                       <C>          <C>           <C>             <C>
     First quarter             $ 3.73       $ 1.50        $ 0.99          $ 0.40
     Second quarter            $ 1.50       $ 0.30        $ 0.59          $ 0.40
     Third quarter             $ 0.75       $ 0.30        $ 5.52          $ 0.40
     Fourth quarter            $ 1.88       $ 1.05        $ 3.55          $ 3.15
</Table>

As of March 15, 2002, Southwest had approximately 841 shareholders of record.

Southwest has never paid cash dividends on its common stock. Although there are
no external restrictions on Southwest's ability to pay dividends, Southwest has
in the past chosen to retain earnings for the operation and expansion of its
business.

RECENT SALES OF UNREGISTERED SECURITIES

On November 10, 2001, the Company:

(i) issued an aggregate amount of 535,856 shares of common stock, having a
quoted market value adjusted for the split of $2.13 per share, to six
individuals, including Southwest's directors, in consideration of prior services
provided by these individuals to Southwest; and

(ii) issued 130,726 shares of common stock, having a fair market value adjusted
for the split of $2.13 per share, to one of its directors in exchange for the
cancellation of a debt owed to him in the amount of $11,042 and consideration
for past services.

In connection with the issuance of such shares, the Company relied on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933. A restrictive securities legend has been placed on the certificates
representing such shares.

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

The Company had no revenues from operations in each of the last two fiscal
years, and has incurred the general and administrative costs required to
maintain good standing as a publicly traded company.

Additionally, current management has actively solicited and pursued investment
possibilities in the form of acquisitions of privately held businesses. Several
companies have been identified and analyzed in prior years.

During 2000, the Company issued 193,645 shares of common stock and warrants to
purchase 489,246 shares of common stock as payment for services in lieu of cash
compensation; and issued a total of 143,620 shares of

<Page>

common stock to two individuals who agreed to cancel debt owed to them by the
Company. The warrants were contingent on the consummation of a transaction with
Berthel Fisher, had an exercise price of $1 per share, and were due to expire on
June 30, 2005. On November 10, 2001, in connection with the terms of the warrant
grant, the Board of Directors voted to rescind all outstanding warrants. Hence,
no warrants are outstanding at December 31, 2001. The estimated fair value of
the common stock and warrants issued for services rendered was $69,029, which is
reflected as a charge to operations during 2000. The estimated fair value of the
common stock issued for cancellation of debt was $52,829, which represents the
book value of such debt and has been recorded as stockholders' equity. The fair
value of common stock was based on the closing market price of the common stock
on the date of the award. The fair value of warrants, as established using the
Black-Scholes pricing model, was nominal.

During 2001, the Company issued 535,856 shares of common stock as payment for
services in lieu of cash compensation; and issued 130,726 shares of common stock
to an individual who agreed to cancel debt owed to the individual by the
Company. The estimated fair value of the common stock issued for services
rendered was $1,139,400, which is reflected as a charge to operations during
2001. The estimated fair value of the common stock issued for cancellation of
debt was $277,964. Of this amount, $11,042 represents the book value of debt and
has been recorded as stockholders' equity. The remaining amount of $266,922 was
reflected as a charge to operations as additional compensation during 2001. The
fair value of common stock adjusted for the split was $2.13 per share, which was
the closing price of the stock on November 10, 2001. No future stock payments
are anticipated at this time.

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. However,
upon consummation of the merger with Scanner, the Company will begin to operate
Scanner's business, i.e. Southwest will invent, develop and market vision
inspection devices that are used in the semiconductor industry for the
inspection of integrated circuits.

The Company currently has no employees and does not anticipate retaining any
employees based upon current activity. However, the Company intends to retain
Scanner's employees upon consummation of the merger with Scanner.

In the event that the Scanner transaction is not consummated, 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.

ITEM 7. FINANCIAL STATEMENTS

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Stockholders and Board of Directors
Southwest Capital Corporation

We have audited the accompanying consolidated balance sheet of Southwest Capital
Corporation and Subsidiary as of December 31, 2001, and the related consolidated
statements of operations, stockholders' deficit and cash flows for each of the
two years in the period ended December 31, 2001. 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 auditing standards generally accepted
in the United States of America. 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.

<Page>

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Southwest Capital
Corporation and Subsidiary as of December 31, 2001, and the results of their
operations and their cash flows for each of the two years in the period ended
December 31, 2001 in conformity with accounting principles generally accepted in
the United States of America.

GRANT THORNTON LLP

Oklahoma City, Oklahoma
March 15, 2002

                  SOUTHWEST CAPITAL CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2001

<Table>
 <S>                                                                     <C>
                          ASSETS

 CURRENT ASSETS
      Cash                                                               $       654
                                                                         ===========

         LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES
      Accounts payable                                                   $     1,364
      Accrued liabilities                                                      1,153
                                                                         -----------
         Total current liabilities                                             2,517

 NOTE PAYABLE TO RELATED PARTY (note B)                                        2,500

 STOCKHOLDERS' DEFICIT (note D)
   Preferred stock - no par value; authorized, 3,000,000 shares;
     none issued and outstanding                                                   -
   Common stock - no par value; authorized, 6,349,206 shares;
     issued and outstanding, 2,001,388 shares (note F)                     2,536,763
   Additional paid-in capital                                              2,230,304
   Accumulated deficit                                                    (4,771,430)
                                                                         -----------
                                                                              (4,363)
                                                                         -----------
                                                                         $       654
                                                                         ===========
</Table>

         The accompanying notes are an integral part of this statement.

<Page>

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

<Table>
<Caption>
                                                             2001              2000
                                                         ------------       -----------
 <S>                                                     <C>                <C>
 Expenses
  General and administrative                             $  1,397,279       $    96,931

  Interest                                                        672             1,843
                                                         ------------       -----------
  NET LOSS                                               $ (1,397,951)      $   (98,774)
                                                         ============       ===========
 Basic and diluted net loss per common share             $       (.98)      $      (.08)
                                                         ============       ===========
 Weighted average common shares outstanding                 1,428,255         1,165,579
                                                         ============       ===========
</Table>

        The accompanying notes are an integral part of these statements.

                  SOUTHWEST CAPITAL CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                     Years ended December 31, 2001 and 2000

<Table>
<Caption>
                                                Common Stock                Additional         Accumu-
                                          ---------------------------        paid-in            lated
                                           Shares           Amount            capital           deficit          Total
                                          ---------       -----------      -----------       ------------     -----------
<S>                                       <C>             <C>              <C>               <C>              <C>
Balance at January 1, 2000 as             1,568,791       $ 1,568,791      $ 1,659,054       $ (3,274,705)    $   (46,860)
  previously reported

Reverse stock split (note F)               (571,250)         (571,250)         571,250                  -               -
                                          ---------       -----------      -----------       ------------     -----------

Balance at January 1, 2000 as
  adjusted                                  997,541           997,541        2,230,304         (3,274,705)        (46,860)

Issuance of common stock and
  warrants in exchange for services
  rendered                                  193,645            69,029                -                  -          69,029

Stock exchanged for cancellation of
  debt                                      143,620            52,829                -                  -          52,829

Net loss                                          -                 -                -            (98,774)        (98,774)
                                          ---------       -----------      -----------       ------------     -----------

Balance at December 31, 2000              1,334,806         1,119,399        2,230,304         (3,373,479)        (23,776)

Issuance of common stock in exchange
  for services rendered                     535,856         1,139,400                -                  -       1,139,400

Stock exchanged for cancellation of
  debt                                      130,726           277,964                                             277,964

Net loss                                          -                 -                -         (1,397,951)     (1,397,951)
                                          ---------       -----------      -----------       ------------     -----------
Balance at December 31, 2001              2,001,388       $ 2,536,763      $ 2,230,304       $ (4,771,430)    $    (4,363)
                                          =========       ===========      ===========       ============     ===========
</Table>

         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,

<Table>
<Caption>
                                                                            2001            2000
                                                                        -----------      ---------
 <S>                                                                    <C>              <C>
 Cash flows from operating activities
   Net loss                                                             $(1,397,951)     $ (98,774)
   Adjustments to reconcile net loss to net cash used in
     operating activities
       Issuance of common stock and warrants for services
         rendered and cancellation of debt                                1,406,322         69,029
       Gain on accounts payable forgiveness                                 (21,075)             -
       Changes in operating assets and liabilities
         Increase in accounts payable and accrued liabilities                   847         21,072
                                                                        -----------      ---------

              Net cash used in operating activities                         (11,857)        (8,673)

 Cash flows from financing activities
   Proceeds from notes payable                                                9,500          9,500
                                                                        -----------      ---------

          NET INCREASE (DECREASE) IN CASH                                    (2,357)           827

 Cash at beginning of year                                                    3,011          2,184
                                                                        -----------      ---------
 Cash at end of year                                                    $       654      $   3,011
                                                                        ===========      =========
</Table>

NONCASH FINANCING ACTIVITIES:

On November 11, 2001, the Company issued 130,726 shares of common stock in
exchange for the cancellation of debt to related parties totaling $11,042. A
charge of $266,922 was recorded as expense as a result of this transaction.

On July 1, 2000, the Company issued 143,620 shares of common stock in exchange
for the cancellation of debt to related parties totaling $52,829.

        The accompanying notes are an integral part of these statements.

<Page>

                  SOUTHWEST CAPITAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

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, 2001, 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
inter-company 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. Basic and diluted loss per share
are the same because the inclusion of stock warrants, which were cancelled in
2001, would be antidilutive.

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 - NOTE PAYABLE TO RELATED PARTY

Note payable to related party is comprised of one uncollateralized note bearing
interest at 10%, due to an individual who is a major stockholder, an officer and
a director of the Company. The note has no specified payment terms but is not
callable until after December 31, 2002.

NOTE C - INCOME TAXES

Income taxes are accounted for under Statement of Financial Accounting Standards
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.

At December 31, 2001, the Company had deferred tax assets related to net
operating loss carryforwards of approximately $692,000. 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 $535,000 and
$19,000 for the years ended December 31, 2001 and 2000, respectively.

<Page>

NOTE C - INCOME TAXES - CONTINUED

At December 31, 2001, the Company's net operating loss carryforwards are as
follows:

<Table>
<Caption>
             Expiration date
                   <S>                         <C>
                   2002                        $    38,000
                   2004                             17,000
                   2005                             16,000
                   2006                             23,000
                   2007                             74,000
                   2008                             42,000
                   2009                             12,000
                   2010                             13,000
                   2011                              9,000
                   2012                             13,000
                   2018                              8,000
                   2019                             12,000
                   2020                             99,000
                   2021                          1,398,000
                                               -----------
                                               $ 1,774,000
                                               ===========
</Table>

NOTE D - STOCKHOLDERS' DEFICIT

On July 1, 2000, the Board of Directors adopted a resolution which provided
for (i) the issuance of 193,645 shares of common stock and the issuance of
warrants to purchase 489,246 shares of common stock to certain individuals
who performed past services for the Company in lieu of cash compensation; and
(ii) the issuance of a total of 143,620 shares of common stock to two
individuals who agreed to cancel debt owed to them by the Company. The
warrants had an exercise price of $1 per share, and were due to expire on
June 30, 2005. On November 10, 2001, in connection with the terms of the
warrant grant, the Board of Directors voted to rescind all outstanding
warrants. Hence, no warrants are outstanding at December 31, 2001.

The estimated fair value of the common stock and warrants issued for services
rendered was $69,029, which is reflected as a charge to operations during 2000.
The estimated fair value of the common stock issued for cancellation of debt was
$52,829, which represents the book value of such debt and has been recorded as
stockholders' equity. The fair value of common stock was based on the closing
market price of the common stock on the date of the award. The fair value of
warrants, as established using the Black-Scholes pricing model, was nominal.

On November 10, 2001, the Board of Directors adopted a resolution which provided
for (i) the issuance of 535,856 shares of common stock to certain individuals
who performed past services for the Company in lieu of cash compensation; and
(ii) the issuance of 130,726 shares of common stock to an individual who agreed
to cancel debt owed to the individual by the Company.

The estimated fair value of the common stock issued for services rendered was
$1,139,400, which is reflected as a charge to operations during 2001. The
estimated fair value of the common stock issued for cancellation of debt was
$277,964. Of this amount, $11,042 represents the book value of debt and has been
recorded as stockholders' equity. The remaining amount of $266,922 was reflected
as a charge to operations as additional compensation during 2001. The fair value
of common stock adjusted for the split was $2.13 per share, which is the closing
price of the stock on November 10, 2001.

NOTE E - FINANCIAL INSTRUMENTS

The following table includes various estimated fair value information. Such
information, which pertains to the Company's financial instruments, 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.

<Page>

NOTE E - FINANCIAL INSTRUMENTS - CONTINUED

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.

2. NOTE PAYABLE

This amount has 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, 2001, are as follows:

<Table>
<Caption>
                                                         Carrying    Estimated
                                                          Amount     Fair Value
                                                         --------    -----------
      <S>                                                <C>          <C>
      Financial assets
        Cash                                             $    654     $      654
      Financial liabilities
        Note payable to related party for which it
        is not practicable to estimate fair value          (2,500)             -
</Table>

NOTE F - SUBSEQUENT EVENTS

On January 16, 2002, the Company executed an Agreement and Plan of
Reorganization with Scanner Technologies Corporation ("Scanner"), an inventor,
director, and marketer for the semiconductor industry headquartered in
Minneapolis, Minnesota. The Agreement provides for Scanner to merge with and
into the Company, whereas the Company shall continue as the surviving
corporation under the name of Scanner Technologies Corporation. At the effective
time, each share of Scanner common stock issued and outstanding will be
converted into the right to receive shares of the merged company and warrants to
purchase shares at an exercise price of $1 per share. The conversion ratio is
based on the total amount of Scanner common stock outstanding at the effective
time of the merger. Scanner stockholders will receive approximately 8,000,000
shares and warrants to purchase approximately 2,000,000 shares of common stock
in the merged company. Additionally, the Company will assume warrants to
purchase up to 225,000 shares of Scanner common stock at $2.75 per share, before
applying the conversion ratios, which may be issued in conjunction with bridge
financing obtained by Scanner. Each share of common stock of the Company issued
and outstanding shall remain issued and outstanding and unaffected by the
merger. This agreement is subject to stockholder approval of the Company and
Scanner and may be terminated according to provisions in the agreement,
including mutual consent of the Board of Directors of both companies and failure
to consummate the transaction by July 31, 2002.

On February 26, 2002, the Board of Directors authorized a 0.6349-to-1 reverse
stock split of common stock effective March 15, 2002. Common stock shares and
per-share amounts in the accompanying consolidated financial statements and
notes have been adjusted for the split. Concurrent with the reverse stock split,
the Articles of Incorporation were amended to change the authorized shares of
common stock from 10,000,000 to 6,349,206.

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

None

<Page>

                                    PART III

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

Laurence S. Zipkin, age 62, serves as President, Chief Executive Officer and
Director of Southwest. Mr. Zipkin is the Chairman of the Board of Realco, Inc.,
a New Mexico company whose shares are traded on the Nasdaq National Market
System under the symbol "RLCO." Mr. Zipkin is also a Director of Realco's wholly
owned subsidiary Equity Securities Investments, Inc., a Minneapolis based broker
dealer.

Edward S. Adams, age 38, serves as Secretary, Chief Accounting Officer and
Director of Southwest. Mr. Adams also serves as director and vice-chairman of
the board of VirtualFund.com, Inc., a Minnesota corporation whose shares are
quoted on the Over-the-Counter-Bulletin-Board under the symbol "VFND."

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.

SECTION 16(a) REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10 percent of
our common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of common stock and
other equity securities of the Company. Officers, directors and greater than 10%
shareholders ("Insiders") are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file.

To the Company's knowledge, based on a review of the copies of such reports
furnished to us, during the fiscal year ended December 31, 2001, all Section
16(a) filing requirements applicable to Insiders were complied with except that
Edward S. Adams was late in filing his initial statement of beneficial ownership
of securities, and that Messrs. Laurence S. Zipkin and Edward S. Adams were late
in filing their annual statements of beneficial ownership of securities.

ITEM 10: EXECUTIVE COMPENSATION

The Company's directors and officers do not receive a salary from the Company
for their services to the Company.

On November 10, 2001, the Board of Directors adopted a resolution which provided
that the Company issue 107,298 common shares to Laurence S. Zipkin, the
Company's President and 222,215 common shares to Edward S. Adams, the Company's
Secretary and Chief Accounting Officer, in consideration of prior services. The
estimated fair value of the common stock issued for services rendered was
$700,650, which is reflected as a charge to operations during 2001. The fair
value of common stock adjusted for the split was $2.13 per share, which is the
closing price of the stock on November 10, 2001.

No options were granted to, or exercised by, the executive officers during
fiscal 2001, nor did such officers hold any options at fiscal year end.

<Page>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of Southwest common
stock as of March 15, 2002 for:

   -  each person who is known by Southwest to beneficially own more than five
      percent (5%) of Southwest common stock;
   -  each of Southwest's directors;
   -  each of Southwest's executive officers; and
   -  all directors and executive officers as a group.

Except as indicated in the footnotes to this table, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock.

<Table>
<Caption>
     NAME AND ADDRESS OF BENEFICIAL              NUMBER OF SHARES             PERCENT
       OWNER OR IDENTITY OF GROUP             BENEFICIALLY  OWNED(1)         OF CLASS(1)
---------------------------------------       ----------------------         -----------
<S>                                                  <C>                        <C>
James A. Arias
1650 University Boulevard N.E.                       195,232(2)                  9.8%
Albuquerque, NM 87102

Realco, Inc.
1650 University Boulevard N.E.                        99,997                     5.0%
Albuquerque, NM 87102

Nasser J. Kazeminey
333 South Seventh Street                             180,947                     9.0%
Minneapolis, MN 55402

Laurence S. Zipkin
400 North Lilac Drive                                618,145(2)                 30.9%
Golden Valley, MN 55422

Edward S. Adams
Equity Securities Investments, Inc.
701 Xenia Avenue South, #130                         385,702(2)                 19.3%
Golden Valley, MN 55416

All Officers and Directors as a Group                903,850(2)                 45.2%
</Table>

----------
(1)  Under rules of the Securities and Exchange Commission, an individual is
     also deemed to beneficially own shares which are not outstanding but which
     the individual has the right to acquire within 60 days. Such shares not
     outstanding but so deemed beneficially owned are treated as outstanding
     when determining the percent of the class owned by the particular
     individual and when determining the percent owned by the group.

(2)  Includes 99,997 shares owned by Realco, Inc., of which Mr. Arias is
     President, Mr. Zipkin is the Chairman of the Board, and Mr. Adams is the
     Vice President.

CHANGES IN CONTROL
As reported in the Company's 10-QSB for the period ended September 30, 2001, on
November 14, 2001, the Company executed a letter of intent regarding a proposed
Agreement and Plan of Reorganization ("Letter of Intent") with Scanner
Technologies Corporation ("Scanner"), a designer and manufacturer of electronic
test equipment for the semiconductor industry. On January 16, 2002 the Company
executed the Agreement and Plan of Reorganization ("Merger Agreement"). Under
the Merger Agreement Scanner will merge with and into the Company, with the
Company as the surviving corporation in a stock-for-stock transaction. After the
merger, Scanner's shareholders will own approximately 80% of the voting shares.
Closing of the proposed transaction is subject to the successful completion of
proposed financing for the merged entity and is subject to the customary closing
conditions, including obtaining any required approvals and consents. No
assurances can be given that the proposed merger will be consummated.

<Page>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 1, 2000 the Board of Directors adopted a resolution which provided that
the Company issue 121,399 common shares to Laurence S. Zipkin, the Company's
President and 22,222 common shares to a major stockholder, in consideration of
these two individuals agreement to cancel debt owed to them by the Company.

The estimated fair value of the common stock and warrants issued for services
rendered was $69,029, which is reflected as a charge to operations during 2000.
The estimated fair value of the common stock issued for cancellation of debt was
$52,829, which represents the book value of such debt and has been recorded as
stockholders' equity. The fair value of common stock was based on the closing
market price of the common stock on the date of the award. The fair value of
warrants, as established using the Black-Scholes pricing model, was nominal.

On November 10, 2001, the Board of Directors adopted a resolution which provided
that the Company issue 107,298 common shares to Laurence S. Zipkin, the
Company's President and 222,215 common shares to Edward S. Adams, the Company's
Secretary and Chief Accounting Officer, in consideration of prior services.

On November 10, 2001, the Board of Directors adopted a resolution which provided
that the Company issue 130,726 common shares to Laurence S. Zipkin, the
Company's President, in consideration of his agreement to cancel debt of
$11,042 owed to him by the Company.

The estimated fair value of the common stock issued to these two individuals for
services rendered was $700,650, which is reflected as a charge to operations
during 2001. The estimated fair value of the common stock issued for
cancellation of debt was $277,964. Of this amount, $11,042 represents the book
value of debt and has been recorded as stockholders' equity. The remaining
amount of $266,922 was reflected as a charge to operations as additional
compensation during 2001. The fair value of common stock adjusted for the split
was $2.13 per share, which is the closing price of the stock on November 10,
2001.

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

     2.1 *Agreement and Plan of Reorganization dated January 16, 2002

     2.2  Amendment No. 1 dated March 8, 2002 to Agreement and Plan of
          Reorganization dated January 16, 2002

     3.1  Articles of Incorporation

     3.2  **Bylaws

* Filed as Annex A to Registrant's preliminary proxy statement filed January 17,
2002 and incorporated herein by reference.

** 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 following reports on Form 8-K were filed during the quarter ended
December 31, 2001:

       (1)  Form 8-K filed October 9, 2001, reporting under Item 5 the signing
            of the letter of intent with Scanner Technologies Corporation
            regarding a merger of both companies.

<Page>

       (2)  Form 8-K filed on December 4, 2001, reporting under Item 6 the
            resignation of one of the Company's directors and the election of
            a new director.

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:  April 1, 2002                  By:LAURENCE S. ZIPKIN

                                         /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
------------------------     Officer and Director                April 1, 2002
  Laurence S. Zipkin

  /s/ Edward S. Adams        Secretary, Chief  Accounting        April 1, 2002
------------------------     Officer and Director
      Edward S. Adams