UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (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, 2003 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 incorporation or organization) Identification No.) 717 Union Street, Suite K, San Diego, CA 92101 (Address of principal executive offices) (Zip Code) (619) 696-3690 (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 [ ] No [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 52,856,900 Future Carz, Inc. Consolidated Balance Sheet June 30, 2003 (Unaudited) ASSETS CURRENT ASSETS Cash $ 43,830 ----------- FIXED ASSETS, net 400 ----------- LEASE ASSETS Net investment in operating lease vehicles 186,407 Vehicles held for lease 185,100 ----------- 371,507 ----------- $ 415,737 =========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ 182,820 Operating advances - related parties 71,266 Note payable 100,000 Note payable - related party 136,000 ----------- Total current liabilities 490,086 ----------- STOCKHOLDERS' (DEFICIT) Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding -- Common stock, $0.001 par value, 100,000,000 shares authorized, 52,856,900 shares issued and outstanding 52,857 Additional paid-in capital 6,632,216 Deferred compensation (28,875) Accumulated (deficit) (6,730,547) ----------- (74,349) ----------- $ 415,737 =========== The accompanying notes are an integral part of these financial statements. 1 Future Carz, Inc. Consolidated Statements of Operations (Unaudited) For the three months ended June 30, For the six months ended June 30, 2003 2002 2003 2002 ----------- ----------- ----------- ----------- REVENUE $ 15,324 $ -- $ 28,021 $ -- ----------- ----------- ----------- ----------- EXPENSES General and administrative 47,588 77,716 66,408 182,878 Depreciation and amortization 5,310 758 10,234 1,516 Non-cash stock compensation 4,125 600,526 4,125 1,015,214 ----------- ----------- ----------- ----------- 57,023 679,000 80,767 1,199,608 ----------- ----------- ----------- ----------- NET OPERATING (LOSS) (41,699) (679,000) (52,746) (1,199,608) ----------- ----------- ----------- ----------- OTHER INCOME (EXPENSE) Loss on disposal of assets -- (1,400) -- (899) Interest expense (1,250) (4,559) (1,250) (13,659) ----------- ----------- ----------- ----------- (1,250) (5,959) (1,250) (14,558) ----------- ----------- ----------- ----------- NET (LOSS) $ (42,949) $ (684,959) $ (53,996) $(1,214,166) =========== =========== =========== =========== PER SHARE INFORMATION WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED 52,856,900 6,121,108 52,202,204 5,895,828 =========== =========== =========== =========== NET (LOSS) PER COMMON SHARE $ (0.00) $ (0.11) $ (0.00) $ (0.21) =========== =========== =========== =========== The accompanying notes are an integral part of these financial statements. 2 Future Carz, Inc. Consolidated Statements of Cash Flows (Unaudited) For the six months ended June 30, 2003 2002 --------- --------- CASH FLOW FROM OPERATING ACTIVITIES Net cash (used in) operating activities $ (37,109) $ (81,286) --------- --------- CASH FLOW FROM INVESTING ACTIVITIES Proceeds from assets held for sale -- 26,727 Purchase of lease assets (141,490) -- --------- --------- Net cash provided by (used in) investing activities (141,490) 26,727 --------- --------- CASH FLOW FROM FINANCING ACTIVITIES Net proceeds from operating advances, related parties 68,766 -- Proceeds from note payable 100,000 -- Proceeds from notes payable - related parties -- 54,570 --------- --------- Net cash provided by financing activities 168,766 54,570 --------- --------- Net increase (decrease) in cash (9,833) 11 Cash - beginning 53,663 -- --------- --------- Cash - ending $ 43,830 $ 11 ========= ========= The accompanying notes are an integral part of these financial statements. 3 Future Carz, Inc. Notes to the Consolidated Financial Statements June 30, 2003 (Unaudited) NOTE 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. 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 in the accompanying unaudited consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and notes thereto, included in the Company's Form 10-KSB/A as of and for the two years ended December 31, 2002. NOTE 2. EARNINGS PER SHARE The Company calculates net income (loss) per share as required by Statement of Financial Accounting Standards 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. 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. The Company has experienced losses from operations as a result of its investment necessary to achieve its operating plan, which is long-range in nature. For the six months ended June 30, 2003 the Company incurred a net loss of $53,996 and had a working capital deficit of $446,256. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital 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. 4 Future Carz, Inc. Notes to the Consolidated Financial Statements June 30, 2003 (Unaudited) NOTE 4. NOTE PAYABLE On May 1, 2003 the Company entered into a secured promissory note for $100,000 at 12% annum, interest due monthly. The promissory note is secured by certain lease assets and matures on April 30, 2004. NOTE 5. STOCKHOLDERS' (DEFICIT) On March 20, 2003 the Company agreed to issue 1,500,000 shares of common stock to a consultant in exchange for services to be provided through March 20, 2005. The shares were issued at their fair market value of $0.022 on that date. The Company has recorded deferred compensation of $33,000 for services to be received subsequent to March 31, 2003. On March 28, 2003 the Company filed a Form S-8 Registration Statement to register these shares of common stock and issued the shares to the consultant. On March 28, 2003 the consultant arranged for the transfer of 1,360,000 shares to certain note holders of the Company in satisfaction of the Company's stock subscriptions. The issuance of these registered common shares to the consultant and subsequent transfer to the former note holders was not permissible under Form S-8 as it is in effect a capital raising transaction. The Company is not in compliance with Regulation SB, and its ability to register additional shares will be restricted. As a result of this transaction the Company has recorded a note payable - related party of $136,000 to the consultant for satisfaction of the stock subscriptions on the Company's behalf. As of the date of this filing the Company had not agreed to repayment terms with the consultant. NOTE 6. CONTINGENCIES The Company is currently a defendant in a lawsuit against American Automotive Group and other defendants relating to allegations of securities fraud by certain shareholders of American Automotive Group. The Company was named in the lawsuit due to its asset purchase of American Automotive Group's auto lease assets during the year ended December 31, 2001. The Company is in the process of attempting to settle the litigation and is unable to determine the likelihood or amount of any damages. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION FORWARD-LOOKING STATEMENTS This Quarterly Report contains forward-looking statements about Future Carz, Inc.'s business, financial condition and prospects that reflect management's 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 management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Future Carz' 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, acceptance of our services, our ability to expand our customer base, managements' 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 management may be 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, as defined in Section 21E of the Securities Exchange Act of 1934, although there may be certain forward-looking statements not accompanied by such expressions. The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Reform Act are unavailable to us. GENERAL Future Carz, Inc. ("Future Carz" or the "Company") was organized by the filing of articles of incorporation with the Secretary of State of the State of Nevada on July 13, 1999, under the name Future Carz.com, Inc. Subsequently, on February 5, 2001, we filed an amendment to the articles of incorporation, whereby we changed our name to Future Carz, Inc. We have never been the subjects of any bankruptcy or receivership action. In October 2002, we entered into an agreement with The Jack Watters Group to obtain necessary capital to satisfy our debt obligations and to reconfigure our operations to achieve profitability and increase revenue-generating capabilities. We were originally founded to capitalize on two significant emerging trends transforming the automobile financing market: a dramatic rise in the number of sub-prime consumers and a marked increase in used car leasing. Sub-prime consumers are individuals with limited credit histories, low incomes, or past credit issues that prevent them from accessing traditional (conforming) financing. This group now accounts for roughly 45% of the credit population 6 nationwide. Through a predecessor company, our previous management identified a unique opportunity for high-yield profits with comparatively low exposure to risk in the sub-prime segment of the automobile financing market. The innovation behind the opportunity was an unconventional approach to leasing rather than selling used vehicles. Our current service offering is designed to meet the needs of the growing sub-prime credit sector seeking quality used automobiles. We offer an attractive alternative to buying a used car or leasing a new one. The concept is to provide closed-end leases on used vehicles in a format that is acceptable to the sub-prime consumer, yet reduces risk of default for us. Our leasing system incorporates both new and used cars. Lessees have an option to take out a warranty for $10 a week that covers the vehicle's major components. As of June 30, 2003 only 1 of our lessees have chosen to purchase a warranty. The lease requires the lessee to return the vehicle to an approved service location for a checkup every three months. The general lease offering includes an acquisition fee of $500 with an average weekly payment of $60. These payments are due each Friday. If the lessee fails to make the payment on Friday, the lessee will receive a phone call on Saturday. If no response occurs prior to Monday, a collection agency is contacted and takes a more aggressive approach to receive payment or, as a last resort, the vehicle is repossessed. The leased vehicle title remains in our name during the entire lease period. Customers view the opportunity to drive a quality vehicle as a luxury and in many cases; we may be their last resort to obtain reliable transportation. The added benefit of building good credit is an unexpected bonus. For this reason, we command a sense of loyalty with our customers. Many of these individuals will eventually improve their credit rating and look for newer vehicles or upgraded transportation. Through our approach, we can produce strong repeat customer and referral business. In November 2002 the management team began building relationships with automotive re-builders in southern California to provide a source of supply for quality late model automobiles. Re-builders were required to build automobiles to the Company's specifications and provide a limited warranty. To date the Company has acquired 32 vehicles from these sources. In December 2002 the Company opened a leasing center under the name Accel Auto Carz located at 717 Union Street in San Diego, CA. As of June 30, 2003 this leasing center has leased 13 vehicles. The Company makes credit decisions taking into account the prospective lessee's present job, credit history and future prospects. For the period beginning December 1, 2002 to date the Company has suffered one default on lease payments. The vehicle was recovered and re-leased. Although this period is relatively short in duration and only reflects transactions with a small number of lessees, the Company believes its default rate will be acceptable. In April 2003 the Company signed a lease to open a second leasing center in Hammond, Indiana, which is part of the greater Chicago, IL market. This leasing center opened June 30, 2003. The Company has established a network of 7 re-builders similar to those in southern California in the Chicago area. The Hammond leasing center will operate under the name Accel Auto Carz. On May 1, 2003 the Company entered into a secured promissory note for $100,000, at 12% annum, interest due monthly. The promissory note is secured by lease assets and matures on April 30, 2004. As of the date of this filing the balance due under this promissory note was $100,000. REVENUE FROM SERVICES PROVIDED The Company's revenue from services provided was $15,234 for the quarter ended June 30, 2003 up from $12,697 for the quarter ended March 31, 2003. Revenue for the six-month period ending June 30, 2003 was $28,021, for the prior six-month period June 30, 2002, revenue from services provided were zero. This increase in revenue is attributable to the Company opening its leasing center in San Diego. OPERATING EXPENSES Operating expenses totaled $57,023, and $679,000, for the quarter ended June 30, 2003 and 2002, respectively. The decrease in expenses is attributable to more efficient use of the Company's resources as well as a decrease in stock compensation of $596,401 for the quarter ending June 30, 2003. Operating expenses totaled $80,767 and $1,199,608 for the six-month period ended June 30, 2003 and 2002, respectively. The decrease in expenses is attributable to more efficient use of the Company's resources as well as a decrease in stock compensation of $1,011,089 for the six-month period June 30, 2003. In addition, the Company's interest expense was $1,250 for the quarter ended June 30 2003, down from $4,599 in the prior year. Interest expense was $1,250 for the six-month period ending June 30, 2003 as compared to $13,569 for the six-month period ending June 30, 2002. Both decreases were due to a large decrease in interest bearing debt. LIQUIDITY AND CAPITAL RESOURCES The Company experienced a net decrease of $9,833, in our cash position during the six-month period ended June 30, 2003, as compared to a net increase of $11, during the six-month period ended June 30, 2002. The Company used $37,109 of cash for operating activities for the six months ended June 30, 2003, as compared to $81,286, for the six months ended June 30, 2002. The Company purchased lease vehicles with cash in the amount of $141,490, during the six months ended June 30, 2003. The Company did experience a cash inflow of $26,727, from the proceeds of assets held for sale during the six months ended March 31, 2002. The Company obtained net operating advances from related parties in the amount of $68,766 and proceeds from a note payable of $100,000 during the six months ended June 30, 2003. 8 CASH NEEDS FOR THE NEXT TWELVE MONTHS The Company has leased an additional 7 vehicles since June 30, 2003, bring the total vehicles leased to 20. The Company anticipates that the cash generated from these leases will be sufficient to cover the operating expenses of the San Diego, CA and Hammond, IN leasing centers as well as the interest on debt obligations. The Company closed on a second secured note with Hoosier State Building and Loan, Ltd. for $100,0000 on August 1, 2003. The proceeds from this loan was used to satisfy operating advances and account payable on vehicles acquired. The Company expects to close on a third secured note with Hoosier State Building and Loan, Ltd. for $100,000 before September 30, 2003. The Company expects to use the proceeds of this note for accounts payable and to acquire additional vehicles. The notes come due April 30,2004 and the Company expects to renew these notes at that time. The Company has entered into an agreement with Hoosier State Building and Loan, Ltd. to provide lien backed financing of its leased vehicles. The Company expects to increase investments in vehicles over the next 12 months. The Company may not have sufficient financial resources to support an increased level of operations for the next 12 months if it does not generate sufficient revenues and/or if it fails to raise equity capital as appropriate. Based on current information on hand and the Company's latest expectation for its operations for the next 12 months, the Company may face an issue of whether its available cash resources from operations and capital will allow it to continue as a going concern. The Company cannot give any assurance that it will be able to generate cash from operations to meet its needs for the next 12 months. There may be a shortfall in our cash if the Company fails to do so. The Company may need to obtain additional financing in the event that it is unable to realize sufficient revenue or collect accounts receivable. Furthermore, the Company's ability to satisfy the redemption of future debt obligations that it may enter into will be primarily dependent upon the future financial and operating performance of the Company. Such performance is dependent upon financial, business and other general economic factors, many of which are beyond the Company's control. If the Company is unable to generate sufficient cash flow to meet its future debt service obligations or provide adequate long-term liquidity, the Company will have to pursue one or more alternatives, such as reducing or delaying capital expenditures, refinancing debt, selling assets or operations or raising equity capital. There can be no assurance that such alternatives can be accomplished on satisfactory terms, if at all, or in a timely manner. If the Company does not have sufficient cash resources when needed, the Company will not be able to continue operations as a going concern. ITEM 3. CONTROLS AND PROCEDURES Within 90 days prior to the date of filing of this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer (who also effectively serves as the Chief Financial officer), of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer 9 concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In 2001, the Company and its officers and directors were named as defendants in a lawsuit in the State of Arizona brought by investors and creditors of American Automotive Group relating to allegations of securities fraud by certain shareholders of American Automotive Group. The Company was named in the lawsuit due to its asset purchase of American Automotive Group's auto lease assets during the 2001 for common stock of the Company. The claim is for remediation of $162,000, including attorney's fees. The Company is unable to determine the likelihood or amount of any damages. ITEM 2. CHANGES IN SECURITIES On March 28, 2003, we filed a registration statement on Form S-8, whereby we registered an aggregate of 1,500,000 shares of $0.001 par value common stock, issued to Douglas G. Hauser for services to be rendered pursuant to a consulting services agreement entered into in March, 2003. On March 28, 2003 the Mr. Hauser arranged for the transfer of 1,360,000 of these shares to certain former note holders of the Company in satisfaction of the Company's stock subscriptions. The issuance of these registered common shares to the consultant and subsequent transfer to the former note holders was not permissible under Form S-8. As a result, the shares issued to the note holders are restricted securities and may only be sold in compliance with Rule 144. As a result, the Company has placed stop-transfer instructions on the shares issued to the note holders. The Company is evaluating making an offer to the note holders, which may include the option of either keeping the restricted shares, or returning the shares and receiving the promissory notes they previously held. The Company is exploring alternatives for making the offer to the note holders pursuant to Regulation D. ITEM 3. DEFAULT 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 (a) Exhibits 31 - Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 - Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K None 10 SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Future Carz, Inc. (Registrant) Signature Title Date - --------- ----- ---- /s/ Ethel Merriman Chief Executive Officer and September 3, 2003 - ---------------------- Chief Financial Officer Ethel Merriman 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 dates indicated. Signature Title Date - --------- ----- ---- /s/ Ethel Merriman President and September 03, 2003 - ----------------------- Director Ethel Merriman /s/ M. David Fesko Director September 03, 2003 - ----------------------- M. David Fesko 11