<PAGE>












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



                               FORM 10-QSB




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



             For the quarterly period ended March 31, 2000


                       Commission File Number: 0-23857


                          Antares Capital Corp.
      ----------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)


        Colorado                                     84-1503839
----------------------------                ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)


                          5770 South Beech Court
                       Greenwood Village, Colorado  80121
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)


                              (303) 721-0605
                        --------------------------
                        (Issuer's telephone number)





Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 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___


As of March 31, 2000, the Registrant had 2,000,000 shares of common stock, no
par value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes__    No X


<PAGE>


                                 INDEX

                                                                      Page
                                                                      Number
                                                                      ------
Part I.  Financial Information

     Item I.  Financial Statements

         Review Report of Independent Certified
           Public Accountant                                            3

               Balance Sheets as of March 31, 2000
                 and December 31, 1999                                  4

               Statements of Operations, Three Months
                 Ended March 31, 2000 and 1999                          5

               Statements of Cash Flows, Three Months
                 Ended March 31, 2000 and 1999                          6

               Notes to Financial Statements                            7

     Item 2.  Management's Discussion and Analysis of
                Financial Conditions and Results of
                Operations                                              8

Part II.  Other Information                                             9





























                                      2
<PAGE>




           REVIEW REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT



The Board of Directors
Antares Capital Corp.
Greenwood Village, CO

We have reviewed the accompanying balance sheet of Antares Capital Corp. as of
March 31, 2000, and the related statements of operations and cash flows for
the three months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.  All information included in these financial statements is
the representation of the management of Antares Capital Corp.

A review of interim financial statements consists principally of inquiries of
Company personnel responsible for financial matters and analytical procedures
applied to financial data.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to
be in conformity with generally accepted accounting principles.

As discussed in the notes to the financial statements, certain conditions
indicate that the Company may be unable to continue as a going concern.  The
accompanying financial statements do not include any adjustments to the
financial statements that might be necessary should the Company be unable to
continue as a going concern.


                              /s/ Schumacher & Associates, Inc.

                              Schumacher & Associates, Inc.
                              Certified Public Accountants
                              2525 Fifteenth Street, Suite 3H
                              Denver, Colorado 80211

May 12, 2000
















                                      3
<PAGE>



                          ANTARES CAPITAL CORP.

                              BALANCE SHEETS
                               (Unaudited)

                                 ASSETS

                                               March 31      December 31
                                                 2000           1999
                                              -----------    -----------

Current Assets
 Cash                                         $       195    $      195
                                              -----------    ----------
  Total Current Assets                                195           195

Organization costs, net of amortization             6,017         6,420
                                              -----------    ----------

  Total Assets                                $     6,212    $    6,615
                                              ===========    ==========



                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
     Accounts payable                               4,339         2,388
     Accounts payable, related party                  375             -
                                              -----------    ----------
  Total Current Liabilities                         4,714         2,388
                                              -----------    ----------

Stockholders' Equity:
Preferred Stock, no par value,
     5,000,000 shares authorized
     none issued and outstanding                        -             -
 Common Stock, no par value,
     100,000,000 shares authorized
     2,000,000 shares issued and
     outstanding                                    9,050         9,050
Additional paid-in capital                         11,700        10,800
Accumulated deficit                               (19,252)      (15,623)
                                              -----------    ----------
Total Stockholders' Equity                          1,498         4,227
                                              -----------    ----------

Total Liabilities and Stockholders' Equity    $     6,212    $    6,615
                                              ===========    ==========




The accompanying notes are an integral part of the financial statements.



                                      4
<PAGE>




                           ANTARES CAPITAL CORP.

                           STATEMENT OF OPERATIONS
                                (Unaudited)

                                                 Three Months Ended
                                             March 31, 2000   March 31, 1999
                                             --------------   --------------


Revenues                                       $         -    $          -
                                               -----------    ------------

Operating Expenses:
     Amortization                                      402             403
     Professional fees                               2,927           1,600
     Rent                                              300             300
                                               -----------    ------------
       Total Operating Expenses                      3,629           2,303
                                               -----------    ------------

Net Loss                                       $    (3,629)   $     (2,303)
                                               -----------    ------------

Per Share                                      $       nil    $        nil
                                               ===========    ============

Weighted Average Number of Shares Outstanding    2,000,000       2,000,000
                                               ===========    ============
























The accompanying notes are an integral part of the financial statements.



                                      5
<PAGE>




                           ANTARES CAPITAL CORP.

                           STATEMENT OF CASH FLOWS
                                (Unaudited)

                                                   Three Months Ended
                                              March 31, 2000  March 31, 1999
                                              --------------  --------------


Cash Flows from Operating Activities:
     Net (loss)                                $    (3,629)     $   (2,303)
     Amortization                                      403             403
     Increase in accounts payable                    1,951           5,000
                                               -----------      ----------

  Net Cash Provided By Operating Activities         (1,275)          3,100
                                               -----------      ----------

Cash Flows from Investing Activities:

      Increase in organization costs                     -          (8,000)
                                               -----------      ----------
 Net Cash (Used in) Investing Activities                 -          (8,000)
                                               -----------      ----------

Cash Flows from Financing Activities:
     Increase in common stock and
      additional paid-in capital                       900           9,900
     Advances from related party                       375               -
                                               -----------      ----------

  Net Cash Provided by Financing Activities          1,275           9,900
                                               -----------      ----------

Increase in Cash                                         -           5,000

Cash, Beginning of Period                              195               -
                                               -----------      ----------

Cash, End of Period                            $       195      $    5,000
                                               ===========      ==========

Interest Paid                                  $         -      $        -
                                               ===========      ==========

Income Taxes Paid                              $         -      $        -
                                               ===========      ==========





The accompanying notes are an integral part of the financial statements.



                                    6
<PAGE>




                            ANTARES CAPITAL CORP.

                        NOTES TO FINANCIAL STATEMENTS
                          March 31, 2000 (Unaudited)


(1)   Condensed Financial Statements

The financial statements included herein have been prepared by Antares Capital
Corp. without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  Certain information and footnote disclosures
normally included in the financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations, and Antares Capital Corp. believes that
the disclosures are adequate to make the information presented not misleading.
It is suggested that these financial statements be read in conjunction with
the December 31, 1998 audited financial statements and the accompanying notes
thereto.  While management believes the procedures followed in preparing these
financial statements are reasonable, the accuracy of the amounts are in some
respect's dependent upon the facts that will exist, and procedures that will
be accomplished by Antares Capital Corp. later in the year.

The management of Antares Capital Corp. believes that the accompanying
unaudited condensed financial statements contain all adjustments (including
normal recurring adjustments) necessary to present fairly the operations and
cash flows for the periods presented.

(2)  Basis of Presentation - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern.  However, the Company has sustained operating
losses since its inception and has a net capital deficiency.  Management is
attempting to raise additional capital.

In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financial requirements, raise additional capital, and the success of its
future operations.

Management is in the process of attempting to raise additional capital and
reduce operating expenses.  Management believes that its ability to raise
additional capital and reduce operating expenses provide an opportunity for
the Company to continue as a going concern.












                                    7
<PAGE>




                                   ITEM 2

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


Antares Capital Corp. (the "Company") was organized as a Colorado corporation
on December 5, 1996, in order to evaluate, structure and complete a merger
with, or acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships.  The Company may seek to acquire a
controlling interest in such entities in contemplation of later completing an
acquisition.  The Company is not limited to any operation or geographic area
in seeking out opportunities.  Management has not identified any particular
business or industry within which the Company will seek an acquisition or
merger.  The Company has not conducted, nor have others made available to it,
market research supporting the viability of the Company's proposed operations.

The Company generated no revenues during the quarter ended March 31, 2000, and
management does not anticipate any revenues until following the conclusion of
a merger or acquisition, if any, as contemplated by the Company's business
plan.

The Company's capital is limited.  The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.

At March 31, 2000, the Company had no material commitments for capital
expenditures.





























                                    8
<PAGE>




                         PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         None.































                                   9
<PAGE>




                                SIGNATURES


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


                                   ANTARES CAPITAL CORP.



Date: May 16, 2000                By: /s/ Joseph J. Peirce
                                      Joseph J. Peirce, President











































                                   10
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<PAGE>
                               EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically