UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2001
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 000-30554
FUTURE CARZ, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0431029
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8930 East Raintree, Suite 300, Scottsdale, AZ 85260
(Address of principal executive offices) (Zip Code)
(480) 444-0080
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports 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. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as June 30 2001: 10,842,087
FUTURE CARZ, INC.
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of June 30, 2001 (Unaudited) 3
Statements of Operations For the Three and Six Months
Ended June 30, 2001 and 2000 (Unaudited) 4
Statements of Cash Flows For the Three and Six Months
Ended June 30, 2001 and 2000 (Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Plan of Operation 8-10
PART II - OTHER INFORMATION
Item 6. Exhibits 11
SIGNATURES 12
2
Future Carz, Inc.
Balance Sheet
June 30, 2001
(Unaudited and Restated)
ASSETS
Current assets:
Cash $ 12,946
Accounts receivable 11,808
Note receivable 1,000
Prepaid expenses 1,210
Assets held for sale 130,800
-----------
Total current assets 157,764
-----------
Fixed assets, net 50,840
-----------
$ 208,604
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $ 186,121
Accounts payable - related party 22,505
Deferred management fee 27,373
Accrued interest 1,000
Accrued interest - related parties 11,031
Notes payable 50,000
Notes payable - related parties 156,000
-----------
Total current liabilities 454,030
-----------
Long term liabilities:
Notes payable - related party 20,000
-----------
Stockholders' (Deficit):
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding --
Common stock, $0.001 par value, 20,000,000 shares
authorized, 10,842,087shares issued and outstanding 10,842
Additional paid-in capital 2,639,237
Deferred compensation (173,083)
Accumulated (deficit) (2,742,422)
-----------
(265,426)
-----------
$ 208,604
===========
The accompanying notes are an integral part of these financial statements.
3
Future Carz, Inc.
Statements of Operations
(Unaudited)
For the three months ended For the six months ended
June 30, 2001 June 30, 2000 June 30, 2001 June 30, 2000
------------- ------------- ------------- -------------
(Restated) (Restated)
Revenue $ 78,286 $ -- $ 81,431 $ --
----------- ----------- ----------- ----------
Expenses:
Non-cash stock compensation 261,449 -- 307,617 --
General and administrative 250,260 558 455,252 6,862
Depreciation and amortization 2,568 1,091 4,549 2,514
----------- ----------- ----------- ----------
514,277 1,649 767,418 9,376
----------- ----------- ----------- ----------
Net operating (loss) (435,991) (1,649) (685,987) (9,376)
----------- ----------- ----------- ----------
Other income (expenses):
Interest income -- -- 1,017 --
Interest expense (5,871) -- (9,267) --
Write off of assets acquired by issuance of stock -- -- (1,565,940) --
Loss on disposal of assets (37,172) -- (43,247) --
Loss on writedown of assets (50,696) -- (232,762) --
----------- ----------- ----------- ----------
(93,739) -- (1,850,199) --
----------- ----------- ----------- ----------
Net (loss) $ (529,730) $ (1,649) $(2,536,186) $ (9,376)
=========== =========== =========== ==========
Weighted average number of common shares
outstanding - basic and fully diluted 10,708,900 5,328,087 9,157,999 5,328,087
=========== =========== =========== ==========
Net (loss) per share - basic and fully diluted $ (0.05) $ -- $ (0.28) $ --
=========== =========== =========== ==========
The accompanying notes are an integral part of these financial statements.
4
Future Carz, Inc.
Statements of Cash Flows
(Unaudited)
For the six months ended
June 30, 2001 June 30, 2000
------------- -------------
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash (used in) operating activities $(237,811) $ (4,862)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Advances on notes receivable (1,000) --
Purchase of fixed assets (22,088) --
Proceeds from sale of assets held for sale 30,588 --
--------- ---------
Net cash provided by investing activities 7,500 --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable 50,000 --
Proceeds from notes payable - related parties 122,000 --
Payments on note payable - related parties (6,000) --
--------- ---------
Net cash provided by financing activities 166,000 --
--------- ---------
Net (decrease) in cash (64,311) (4,862)
Cash - beginning 77,257 5,082
--------- ---------
Cash - ending $ 12,946 $ 220
========= =========
The accompanying notes are an integral part of these financial statements.
5
FUTURE CARZ, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(UNAUDITED AND RESTATED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and Item 310(b) of Regulation S-B. They do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation have
been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. These financial
statements should be read in conjunction with the audited financial statements
of the Company as of December 31, 2000 and for the two years then ended,
including notes thereto, included in the Company's Form 10-KSB.
The Company was in the development stage from its inception on July 13, 1999
through April 1, 2001.
NOTE 2: EARNINGS PER SHARE
The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented, common stock
equivalents were not considered, as their effect would be anti-dilutive.
NOTE 3: ASSET PURCHASE AGREEMENT
On February 23, 2001, the Company entered into an Asset Purchase Agreement
(Agreement) with Auto Central Discount, Inc. (Auto Central), whereby the Company
issued 2,000,000 shares of its $0.001 par value common stock valued at
$1,750,000 in exchange for automobiles valued at $184,060, the assumption of
three Auto Central operating leases, and a consulting agreement (see Note 4).
Pursuant to the Agreement, the holders of the shares have piggyback registration
rights. During the Period ended June 30, 2001 the Company determined that the
value of the assets acquired other than the automobiles was impaired and charged
$1,565,940 to operations related to the impairment.
NOTE 4: STOCKHOLDERS' (DEFICIT)
During January 2001, the Company issued 50,000 shares of its $0.001 par value
common stock at $0.97 per share to a shareholder in exchange for services to be
performed. At June 30, 2001, the Company had deferred stock compensation of
$8,083 for the services that have not been performed. These shares were valued
at their fair market value on the date the Company agreed to issue the shares.
On February 23, 2001 the Company issued 2,000,000 shares of its $0.001 par value
common stock at a price of $0.875 per share related to the Asset Purchase of
Auto Central (See Note 3). These shares were valued at their fair market value
on the date the Company agreed to issue the shares.
On March 6, 2001, the Company commenced a Regulation D offering pursuant to Rule
506 of the Securities and Exchange Commission Act of 1933, as amended. The
Private Placement Memorandum offers investment units consisting of $10,000 notes
at 15% interest plus 1,000 shares of the Company's $0.001 par value common
6
stock. On March 16, 2001, the Company issued 30,000 shares of its $0.001 par
value common stock at a price of $0.52 per share and a $30,000 note to two
individuals.
During the quarter ended March 31, 2001, the Company issued 100,000 shares of
its $0.001 par value common stock to two shareholders at a price of $0.30 per
share in exchange for services performed. These shares were valued at their fair
market value on the date the Company agreed to issue the shares.
On April 1, 2001, the Company issued 1,000,000 shares of its $0.001 par value
common stock to the President of the Company for services to be performed valued
at $220,000. At June 30, 2001, the Company had deferred stock compensation
expense of $165,000 for the services that have not been performed. These shares
were valued at their fair market value on the date the Company agreed to issue
the shares.
On April 12, 2001, the Company issued 1,010,000 shares of its $0.001 par value
common stock to certain individuals as bonuses valued at $182,200. These shares
were valued at their fair market value on the date the Company agreed to issue
the shares.
NOTE 5: NOTES PAYABLE
During the six months ended June 30, 2001, the Company received $122,000 from
related parties as evidenced with promissory notes. The promissory notes, all
due within one year, bear interest between 8 and 20%. Of this amount, $6,000 was
repaid during the six months ended June 30, 2001.
During the six months ended June 30, 2001, the Company entered into two notes
with third parties for $50,000 with interest at 8% and various due dates and
terms.
NOTE 6: GOING CONCERN
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. For the six months ended June 30, 2001 the Company
incurred a net loss of $2,536,186 and has a working capital and stockholders'
deficits of $296,266 and $265,426, respectively, at June 30, 2001.
The Company's ability to continue as a going concern is contingent upon its
ability to expand its operations and secure additional financing. The Company is
pursuing financing for its operations and seeking to expand its operations.
Failure to secure such financing or expand its operations may result in the
Company not being able to continue as a going concern.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
NOTE 7: SUBSEQUENT EVENTS
On July 12, 2001, the Company issued 1,000,000 shares of its $0.001 par value
common stock at a price of $1.74 per share, which approximates the fair market
value of the shares, related to the Asset Purchase of American Automotive Group.
NOTE 8: CORRECTION OF AN ERROR
The accompanying financial statements for the period ended June 30, 2001 have
been restated to correct errors primarily recording non-cash stock compensation.
The effect of the restatement was to increase net (loss) for the six months
ended June 30, 2001 by $318,825, or $0.03 per share.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements about our
business, financial condition and prospects that reflect our assumptions and
beliefs based on information currently available. We can give no assurance that
the expectations indicated by such forward-looking statements will be realized.
If any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.
The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, the acceptance of
our services, our ability to close auto loans, our ability to raise capital in
the future, the retention of key employees and changes in the regulation of our
industry.
There may be other risks and circumstances that we are unable to predict.
When used in this Quarterly Report, words such as, "BELIEVES," "EXPECTS,"
"INTENDS," "PLANS," "ANTICIPATES," "ESTIMATES" and similar expressions are
intended to identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.
GENERAL
Future Carz, Inc. ("Future Carz" or the "Company"), a Nevada corporation
incorporated on July 13, 1999 is in the used automobile leasing industry with a
principal business objective to offer financial alternatives to qualified
individuals who do not meet traditional financing terms. Through our division
formed in February 2001, AutoCarz, Inc. ("AutoCarz"), we have launched a dealer
network positioned to service the sub-prime credit segment of the auto leasing
market. AutoCarz applies a proven formula with rigorous controls to qualify
potential borrowers. The result is a new type of leasing organization capable of
building highly profitable brand-name stores in a largely untapped market within
the used automobile industry.
The AutoCarz system is aimed at providing individuals with an affordable
lease on a quality pre-owned vehicle. While consumers are using the AutoCarz
system, they work towards building back good credit, as the Company reports
regularly to credit bureaus.
RESULTS OF OPERATIONS
In February 2001, we completed the acquisition of certain assets of Auto
Central Discount, Inc. of San Diego, CA. We currently have operations in San
Diego, California, and Glendale and Scottsdale, Arizona.
Additionally, our web site (www.futurecarz.com) has been remodeled to offer
an array of features aimed at informing and educating interested parties about
Future Carz, our products and services, corporate concept and potential for
success. Key features of the site include an overview of auto leasing, common
terminology, detailed corporate information on the operations of Future Carz and
useful links such as a link to the AutoCarz web site (www.autocarz.net) that
allows potential customers to obtain information on leasing operations, or to
access qualifications for leasing through AutoCarz.
8
We depend on the growing use and acceptance of the Internet as an effective
medium of commerce by merchants and customers. Decreased levels of e-commerce
transactions and the lack of acceptance of the Internet as a medium of commerce
could have a material adverse effect on our operations.
COMPARATIVE
Revenue for the three and six months ended June 30, 2001 was $78,286, and
$81,431, respectively, as compared to the three and six-month periods ended June
30, 2000 in which no revenue was generated. The company is generating automobile
lease revenues of approximately $20,000 per month due mainly to the asset
purchase with Auto Central Discount.
Operating expenses for the three months ended June 30, 2001 were $514,277.
This represents an increase of $512,628 in total operating expenses from the
comparable three month period ended June 30, 2000, when we reported total
operating expenses of $1,649. Total operating expenses for the six months ended
June 30, 2001 were $767,418. This represents an increase of $758,042 in total
operating expenses from the comparable six month period ended June 30, 2000,
when we reported total operating expenses of $9,376. This increase was due in
large part to stock compensation for investor relations and investment banking
that resulted in a $307,617 expense.
Due to the high level of our general and administrative expenses relative
to revenue we incurred a net loss for the six months ended June 30, 2001 of
$2,536,186 as compared to the loss of $9,376 reported in the comparable period
of 2000. This was attributed to the increase in payroll and related expenses
needed for operating the auto leasing locations acquired through the American
Automotive Group and Auto Central Discount asset purchase agreements.
The net cash used in operating activities for the six months ended June 30,
2001 was $237,811 as compared to net cash used in operational activities of
$4,862 reported in the comparable period of 2000. The large increase in cash
used in operations is attributed to our overall increase in general and
administrative expenses.
Cash flow for investing activities for the six months ending June 30, 2001
was $7,500. This amount was made up primarily of proceeds from sale of assets
held for sale of $30,588, and purchases of fixed assets of $22,088.
Cash flow for financing activities for the six months ending June 30, 2001
was $166,000. This amount was made of proceeds from notes payable of $172,000,
of which $122,000 was from related parties. Additionally the company made a
payment of $6,000 on a note payable to a related party.
FUTURE BUSINESS
Over the next six to nine months we plan to solidify the overall structure
of the business plan. This will include keeping the key employee's obtained in
the acquisitions as well as marketing our Auto Carz, Inc. brand through various
ad campaign's i.e. news paper, internet, etc. Our goal is to become one of the
leading alternative pre-owned auto-leasing sources in the nation.
For various reasons, there will always be people with credit problems. We
believe that an opportunity exists to capitalize on this built in segment of the
automotive leasing industry. As we attempt to capture the market for leased used
vehicles in a target price range of $5,000 to $8,000, we face the uncertainty of
the availability of these vehicles. Our focus will be on developing and
maintaining a consistent inventory of used vehicles both in terms of cost and
quality.
9
LIQUIDITY AND CAPITAL RESOURCES
NET LOSS. Due to the significant administrative expense related to the
asset purchase of Auto Central Discount, we experienced a net loss of $2,536,186
for the six months ended June 30, 2001, as compared to a net loss of $9,376 in
the six month period ended June 30, 2000. Our business is very capital
intensive. Our return on investment is greater than in most other industries;
however, we do need to close a much larger number of leases before we become
profitable.
We estimate our capital requirements to total approximately $68,000 per
month for the next 12 to 24 months. The Company anticipates that short-term
operational loans will be available from shareholders.
GOING CONCERN. Since its inception, the Company has been engaged
substantially in financing activities and developing its product line, incurring
substantial costs and expenses. As a result, the Company incurred net losses
during the period ended June 30, 2001 of $2,536,186. The Company also had a
working capital and stockholders deficits of $296,266 and $265,426, respectively
at June 30, 2001. In addition, the Company's development activities since
inception have been financially sustained by debt and capital contributions from
its affiliates and others. The Company's management has made plans to alleviate
the debt by issuing shares of common stock. The Company is pursuing new lines of
business and increasing equity through the issuance of stock. The ability of the
Company to continue as a going concern is dependent upon its ability to raise
additional capital from the sale of common stock and, ultimately, the
achievement of significant operating revenues. The accompanying financial
statements do not include any adjustments that might be required should the
Company be unable to recover the value of its assets or satisfy its liabilities.
10
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
99.1 Certification by the President and Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
11
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FUTURE CARZ, INC.
(Registrant)
Date: September 20, 2002
-------------------------------------
By: /s/ Edward Heisler
-------------------------------------
Edward Heisler, President, Secretary,
Treasurer and Director
12