<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 September 30, 1999


                       Commission File Number: 0-23845


                           Essex Capital Corporation
        ----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


        Colorado                                    84-1113058
----------------------------                ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)



                  5353 Manhattan Circle Suite 201 Boulder, CO 80303
          ----------------------------------------------------------
          (Address of principal executive offices including zip code)


                              (303) 499-6000
                        --------------------------
                        (Issuer's telephone number)

                                       N/A
--------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report


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 September 30, 1999, the Registrant had 501,300 shares of common stock,
no par value per share, outstanding.

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

<PAGE>

                                   INDEX

<TABLE>
<CAPTION>
                                                                  PAGE
                                                                 NUMBER
<S>                                                              <C>
Part I.  Financial Information

     Item I.  Financial Statements

              Balance Sheets as of September 30, 1999
              and December 31, 1998                                3

              Statement of Operations, Three Months
              Ended September 30, 1999                             4

              Statement of Operations, Nine Months
              Ended September 30, 1999                             5

              Statement of Cash Flows, Three Months
              Ended September 30, 1999                             6

              Statement of Cash Flows, Nine Months
              Ended September 30, 1999                             7

              Notes to Financial Statements                        8

     Item 2.  Management's Discussion and Analysis of
              Financial Conditions and Results of
              Operations                                           9

Part II.  Other Information                                       10
</TABLE>

         This report contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended, and is subject to the
safe harbors created by those sections. These forward-looking statements are
subject to significant risks and uncertainties which may cause actual results
to differ materially from those discussed in such forward-looking statements.
The forward-looking statements within this Form 10-QSB are identified by
words such as "believes," "anticipates," "expects," "intends," "may," "will"
and other similar expressions. However, these words are not the exclusive
means of identifying such statements. In addition, any statements which refer
to expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. The Company undertakes no
obligation to publicly release the results of any revisions to these
forward-looking statements which may be made to reflect events or
circumstances occurring subsequent to the filing of this Form 10-QSB with the
Securities and Exchange Commission ("SEC"). Readers are urged to carefully
review and consider the various disclosures made by the Company in this
report and in the Company's other reports filed with the SEC that attempt to
advise interested parties of the risks and factors that may affect the
Company's business.

                                       2
<PAGE>

                          ESSEX CAPITAL CORPORATION

                              BALANCE SHEETS
                               (Unaudited)

                                 ASSETS

<TABLE>
<CAPTION>
                                              September 30     December 31
                                                  1999            1998
                                              ------------     -----------
<S>                                           <C>              <C>
Current Assets
 Accounts receivable, related party           $       205      $      205
                                              -----------      ----------
  Total Current Assets                                205             205

  Total Assets                                $       205      $      205
                                              ===========      ==========



                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
 Accounts payable                                  3,851                -
                                              -----------     -----------

Total Liabilities                                  3,851                -
                                              ===========     ===========

Stockholders' Equity:
Preferred Stock, no par value,
     10,000,000 shares authorized
     none issued and outstanding                        -               -
 Common Stock, no par value,
     800,000,000 shares authorized
     501,300 shares issued and
     outstanding                                    1,600           1,600
Accumulated deficit                                (5,246)         (1,395)
                                              -----------      ----------
Total Stockholders' Equity                            205             205
                                              -----------      ----------

Total Liabilities and Stockholders' Equity    $       205      $      205
                                              ===========      ==========
</TABLE>


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

                                    3

<PAGE>

                           ESSEX CAPITAL CORPORATION

                           STATEMENT OF OPERATIONS
                                (Unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                September 30
                                            1999             1998
                                         ----------------------------
<S>                                      <C>              <C>
Revenues                                 $         -      $         -
                                         -----------      -----------

Operating Expenses:
     Audit fees                                1,000              650
     Legal fees                                2,851                -
     Other                                         -                -
                                         -----------      -----------
       Total Operating Expenses                3,851              650
                                         -----------      -----------

Net Loss                                 $    (3,851)           (650)
                                         -----------      -----------

Net Loss Per Share                       $   0.00768      $  0.001296
                                         ===========      ===========

Weighted Average Number of Shares
 Outstanding                                 501,300          501,300
                                         ===========      ===========
</TABLE>




















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

                                    4

<PAGE>

                           ESSEX CAPITAL CORPORATION

                           STATEMENT OF OPERATIONS
                                (Unaudited)

<TABLE>
<CAPTION>
                                              Nine Months Ended
                                                 September 30
                                             1999            1998
                                         ----------------------------
<S>                                      <C>              <C>


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

Operating Expenses:
     Audit fees                                1,000              650
     Legal fees                                2,851                -
     Other                                         -                -
                                         -----------      -----------
       Total Operating Expenses                3,851              650
                                         -----------      -----------

Net Loss                                 $    (3,851)           (650)
                                         -----------      -----------

Net Loss Per Share                       $   0.00768      $  0.001296
                                         ===========      ===========

Weighted Average Number of Shares
 Outstanding                                 501,300          501,300
                                         ===========      ===========
</TABLE>




















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

                                    5

<PAGE>

                           ESSEX CAPITAL CORPORATION

                           STATEMENT OF CASH FLOWS
                                (Unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                                           September 30
                                                        1999           1998
                                                    --------------------------
<S>                                                 <C>             <C>
Cash Flows from Operating Activities:
     Net (loss)                                     $   (3,851)     $    (650)
     (Decrease) in accounts payable                          -           (650)
     Increase in accounts payable                        3,851              -
                                                    ----------      ----------

  Net Cash (Used in) Operating Activities                    -         (1,300)
                                                    ----------      ----------


Cash Flows from Investing Activities                         -               -
                                                    ----------      ----------
Cash Flows from Financing Activities
     Proceeds from issuance of stock                         -           1,300
  Net Cash Provided by Financing Activities                  -           1,300
                                                    ----------      ----------

(Decrease) in Cash                                           -               -

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

Cash, End of Period                                 $        -      $        -
                                                    ==========      ==========

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

Income Taxes Paid                                   $        -      $        -
                                                    ==========      ==========
</TABLE>









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

                                    6
<PAGE>

                            ESSEX CAPITAL CORPORATION

                           STATEMENT OF CASH FLOWS
                                (Unaudited)

<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                            September 30
                                                          1999           1998
                                                    --------------------------
<S>                                                 <C>             <C>
Cash Flows from Operating Activities:
     Net (loss)                                     $   (3,851)     $    (650)
     (Decrease) in accounts payable                          -           (650)
     Increase in accounts payable                        3,851              -
                                                    ----------      ----------

  Net Cash (Used in) Operating Activities                    -         (1,300)
                                                    ----------      ----------


Cash Flows from Investing Activities                         -               -
                                                    ----------      ----------
Cash Flows from Financing Activities
     Proceeds from issuance of stock                         -           1,300
  Net Cash Provided by Financing Activities                  -           1,300
                                                    ----------      ----------

(Decrease) in Cash                                           -               -

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

Cash, End of Period                                 $        -      $        -
                                                    ==========      ==========

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

Income Taxes Paid                                   $        -      $        -
                                                    ==========      ==========
</TABLE>









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

                                    7
<PAGE>

                             ESSEX CAPITAL CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                            September 30, 1999 (Unaudited)


(1)   Condensed Financial Statements

The financial statements included herein have been prepared by Essex Capital
Corporation 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 Essex Capital
Corporation 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 Essex
Capital Corporation later in the year.

The management of Essex Capital Corporation 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.










                                    8
<PAGE>

                                  ITEM 2

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


Essex Capital Corporation (the "Company") was organized as a Colorado
corporation on March 15, 1989, 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 September 30,
1999, 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 September 30, 1999, the Company had no material commitments for capital
expenditures.

YEAR 2000 COMPLIANCE

The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches. The Company has
assessed these issues as they relate to the Company, and since the Company
currently has no operating business and does not use any computers, and since
it has no customers or suppliers, it does not believe that there are any
material year 2000 issues to disclose in this Report.









                                    9

<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

         The Company was not required to file a report on Form 8-K during
         the nine months ended September 30,1999.
         Exhibit 27. Financial Data Schedule





























                                     10
<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.



                                    ESSEX CAPITAL CORPORATION



Date: November 11, 1999             /s/  Linda Stamelos
                                    --------------------------
                                    By: Linda Stamelos
                                        President

















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