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Kirt W. James
PRESIDENT
First Auto, Inc.
3131 Southwest Freeway, Number 46
Houston, Texas 77098
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
24843 Del Prado, #318
Dana Point, CA 92629
(949) 248-9561
fax (949) 248-1688
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FORM 10-QSB-A2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FIRST AUTO, INC.
Commission File Number: 0-31759
For the Quarter ended November 30, 2000
Nevada Optional
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
3131 Southwest Freeway, Number 46, Houston TX 77098
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 949-248-1765
The following Securities are registered pursuant to Section 12(g) of the Act:
7,981,500
Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed
all report required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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.)
As of November 30, 2000, the number of shares outstanding of the Registrant's
Common Stock was 7,981,500.
INTRODUCTION
This Form 10-QSB-A2 is unchanged from our previous filing Form 10-QSB-A,
except for the revision of the erroneous Note, from our un-audited financial
statements. That erroneous port of the Note, and its contents, are unrelated to
the affairs of this reporting corporation and have no place in its reports or
disclosure.
1
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS. Attached hereto (under cover of Exhibit
QF3-11/30/00) and incorporated herein by this reference are Un-Audited Financial
Statements for the three months and nine months ended November 30, 2000.
Balance Sheet:. . . . . . . . Unaudited Audited Audited
Selected Information. . . . . Nine Months Six Months One Year
11/30/00 8/31/00 2/29/00
- -------------------------------------------------------------------
Cash and Equivalents. . . . . 3,329 3,329 3,329
Accounts Receivable . . . . . 0 0 0
===================================================================
Current Assets. . . . . . . . 3,329 3,329 3,329
===================================================================
Property and Equipment, Net . 0 0 0
Organizational Costs. . . . . 0 0 0
===================================================================
Other Assets. . . . . . . . . 0 0 0
===================================================================
Total Assets. . . . . . . . . 3,329 3,329 3,329
===================================================================
Accounts Payable. . . . . . . 16,222 4,602 0
Advances (Related Party). . . 0 0 0
===================================================================
Total Liabilities . . . . . . 16,222 4,602 0
===================================================================
Common Stock. . . . . . . . . 7,982 7,982 7,982
Paid-in Capital . . . . . . . 115,335 115,335 115,335
Accumulated Deficit . . . . . (136,210) (124,590) (119,988)
===================================================================
Total Equity. . . . . . . . . (12,893) (1,273) 3,329
===================================================================
Total Liabilities and Equity. 3,329 3,329 3,329
===================================================================
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(A) PLAN OF OPERATION. The plan of operation for the next twelve months is to
become trading on an exchange, NQB Pink Sheets and then OTCBB, become a
full-reporting company, and raise capital through a registered offering. Upon
raising sufficient capital we will launch operations. We are not presently
accepted for quotation on OTCBB or NQB Pink Sheets. Our submission is pending.
The first stage of operations will be to develop the details and structure
of our projected web site and how the services will be provided to the target
audience and the dealers, vendors and advertisers. The second stage will be to
establish e-commerce partners for links for automotive service providers such as
insurance, warranties, and financing and to create a database of vehicle
information, contact information for dealers, and links to auto manufacturer
sights for further vehicle descriptions. The third stage is to obtain initial
web advertising on various search engines and other high traffic Internet sites.
Within six to eight months after receipt of capital from the registered
2
offering, we will be able to roll-out the web site and advertising campaign and
begin full operation.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We
expect to require substantial capital formation during the first twelve months
of our operations. We cannot state at this time when our operations would launch
for the following reasons. We cannot interest knowledgeable investors until our
common stock can be quoted on the OTCBB. We cannot achieve quotation of our
common stock until and unless this 1934 Registration of our common stock is
effective and clear of comments by the staff of the Securities and Exchange
Commission. We would expect our principal shareholder to provide interim funding
until such time as we can attract investors. Realistically, we would require
$1,000,000 to launch. We would expect to require an additional $1,000,000 to
sustain us in operations for the first twelve months. Accordingly, we expect to
require an additional $1,000,000 for the first twelve months of operation. We
would need to interest knowledgeable investors to fund our initial launch, and
would expect to raise that first $2,000,000 by the sale of common stock. It is
possible that with a successful first funding and launch of operations, we would
be able to secure interim loan financing to enable us to expand our business
sufficiently to make further capital formation more attractive to investors.
There is no assurance that our funding plans will be realized or that our
requirements will be met. If we are not able to achieve this requirement, we may
not be able to become or continue as a going concern. In this connection we
refer to Note 2 of our audited financial statements: "The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern. The Company is dependent upon raising capital to continue operations.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. It is management's plan to raise capital in
order to define their operations, thus creating operating revenues." We further
refer to Note 3: "The Company is a development stage company as defined in
Financial Accounting Standards Board Statement 7. It is concentrating
substantially all its efforts in raising capital and developing its business
operations in order to generate significant revenues.
We do not anticipate any contingency upon which we would voluntarily cease
filing reports with the SEC, even though we may cease to be required to do so.
It is in our compelling interest to report our affairs quarterly, annually and
currently, as the case may be, generally to provide accessible public
information to interested parties, and also specifically to maintain its
qualification for the OTCBB, if and when the Issuer's intended application for
submission be effective.
(2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.
(4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None for the
present. Following launch of operations, we would expect to require a staff of
employees. The number required would grow as our operations might grow.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(1) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. We have not
launched operations since our inception on March 24, 1999, and have no operating
history. Our activities have been organizational, and have focused on seeing our
corporation audited and this 1934 Act Registration Statement prepared, and most
recently, submission for quotation over the counter.
3
SELECTED FINANCIAL INFORMATION (UNAUDITED)
THIRD QUARTER. Inception
3/24/99
To
Operations. Three Months to 11/30 Nine Months to 11/30 11/30/00
2000 1999 2000 1999 2000
- ----------------------------------------------------------------------------------------
Revenues: . . . . . . . . 0 0 0 0 0
General & Administrative. (11,620) 0 (16,222) (6,817) (136,210)
Net (Loss). . . . . . . . (11,620) 0 (16,222) (6,817) (136,210)
- ----------------------------------------------------------------------------------------
Net (Loss) Per Share. . . (0.001) 0 (0.002) (0.001) (0.017)
- ----------------------------------------------------------------------------------------
Weighted Average Shares . 7,981,500 6,981,120 7,981,500 6,895,380 7,655,920
Outstanding
The following compilation compares current quarter (unaudited) with
previously reported audited information.
OPERATIONS: Nine Six One
SELECTED HISTORICAL Months Months Year
INFORMATION. . . . . . Unaudited Audited Audited
11/30/00 8/31/00 2/29/00
- ----------------------------------------------------------
Revenues . . . . . . . 0 0 0
Operating Expenses . . 11,620 16,222 119,988
- ----------------------------------------------------------
Net Earnings or (Loss) (11,620) (16,222) (119,988)
- ----------------------------------------------------------
Per Share Earnings . . (0.001) (0.00) (0.16)
or (Loss)
- ----------------------------------------------------------
Average Common Shares. 7,981,500 7,981,500 7,480,724
Outstanding
- ----------------------------------------------------------
(2) FUTURE PROSPECTS. We have disclosed an ambitious business plan.
There can be no assurance that our plan will succeed in whole or in part. We may
not be able to achieve our funding requirements. Even if substantial funding
proves available, there is no assurance that our business will prove competitive
or profitable. Our business may fail for any number of possible unforeseen
contingencies. Start-up ventures such as ours are inherently speculative and
fraught with risks of business failure. While management believes that its plan
contains the strategy for success, the road to failure is filled with good
intentions and missed opportunities. Caution must be expressed at this early
stage of our development, that we may be disappointed in our expectations.
4
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None
ITEM 2. CHANGE IN SECURITIES. None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. None
ITEM 5. OTHER INFORMATION. None
ITEM 6. REPORTS ON FORM 8-K. None
EXHIBIT INDEX
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Exhibit FINANCIAL STATEMENTS
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QF3-11/30/00 Un-Audited Financial Statements for the three months and nine
months ended November 30, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended November 30, 2000, has been signed below
by the following person on behalf of the Registrant and in the capacity and on
the date indicated.
Dated: March 5, 2001
FIRST AUTO, INC.
by
/s/Kirt W. James
Kirt W. James
Sole Officer/Director
5
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EXHIBIT FQ3A2-11/30/00
AMENDED UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS
ENDED NOVEMBER 30, 2000
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6
FIRSTAUTO, INC.
BALANCE SHEET (UNAUDITED)
for the fiscal year ended February 29, 2000
and for the nine months ended November 30, 2000
November 30, February 29,
2000 2000
(unaudited)
- --------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,329 $ 3,329
-----------------------------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 3,329 3,329
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 3,329 $ 3,329
=============================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 16,222 $ 0
-----------------------------
Total Liabilities. . . . . . . . . . . . . . . . . . . $ 16,222 $ 0
-----------------------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 7,981,500 shares. . $ 7,982 $ 7,982
Additional Paid-In Capital . . . . . . . . . . . . . . 115,335 115,335
Accumulated Equity (Deficit) . . . . . . . . . . . . . (136,210) (119,988)
-----------------------------
Total Stockholders' Equity . . . . . . . . . . . . . . (12,893) 3,329
-----------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . $ 3,329 $ 3,329
=============================
The accompanying notes are an integral part of these financial statements.
7
FIRSTAUTO, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
November 30, 1999 and 2000
From
Inception on
From September From September From March From March March 24,
1, 2000 to. 1, 1999 to 1, 2000 to 24, 1999 to 1999 through
November 30, November 30, November 30, November 30, November 30,
2000 1999 2000 1999 2000
- -------------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 0
----------------------------------------------------------------------------------
Net Loss from Operations. 11,620 -0- 16,222 6,817 136,210
Net Income (Loss) . . . . ($11,620) $ 0 ($16,222) ($6,817) ($136,210)
==================================================================================
Loss per Share. . . . . . ($0.00146) $ 0.00000 ($0.00203) ($0.00099) ($0.01779)
==================================================================================
Weighted Average
Shares Outstanding. . 7,981,500 6,981,120 7,981,500 6,895,380 7,655,920
==================================================================================
The accompanying notes are an integral part of these financial statements.
8
FIRSTAUTO, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
from March 24, 1999 (inception) through February 29, 2000
and for the nine month period ended November 30, 2000
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
- ---------------------------------------------------------------------------------------------------------
Common Stock issued at inception 6,816,500 $ 6,817 $ 0 $ 0 $ 6,817
Sale of Common Stock . . . . . . 1,165,000 1,165 115,335 0 0
Net (loss) during year ended
February 29, 2000. . . . . . 0 0 0 (119,988) 0
---------- ------------ ------------- ----------- -----------------
Balance at February 29, 2000 . . 7,981,500 $ 7,982 $ 115,335 ($119,988) $ 3,329
Net (loss) during period ended
November 30, 2000. . . . . . 0 0 0 (16,222) 0
---------- ------------ ------------- ----------- -----------------
Balance at November 30, 2000 . . 7,981,500 $ 7,982 $ 115,335 ($136,210) ($12,894)
The accompanying notes are an integral part of these financial statements.
9
FIRSTAUTO, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
for the periods ended November 30, 1999 and 2000
From
Inception on
From March From March March 24,
1, 2000 to. 24, 1999 to 1999 through
November 30, November 30, November 30,
2000 1999 2000
- --------------------------------------------------------------------------------
Operating activities
Net Income (Loss) . . . . . . . ($16,222) ($6,817) ($136,210)
Items not effecting cash
(organization costs) . . . 0 6,817 6,817
--------------------------------------
Net Cash from Operations. . . . (16,222) -0- (129,393)
Cash from financing activities
Cash from sale of common stock. 0 62,500 116,500
Increase in accounts payable. . 16,222 0 16,222
Beginning Cash. . . . . . . . . 3,329 0 0
Ending Cash . . . . . . . . . . $ 3,329 $ 62,500 $ 3,329
===========================================
The accompanying notes are an integral part of these financial statements.
10
FIRSTAUTO, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 2000
NOTES TO FINANCIAL STATEMENTS
FirstAuto, Inc. ("the Company") has elected to omit substantially all footnotes
to the financial statements for the nine months ended November 30, 2000, since
there have been no material changes (other than indicated in other footnotes) to
the information previously reported by the Company in their Registration
Statement filed on Form 10-SB on October 12, 2000.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
11