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: September 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 September 30, 2003 (Unaudited) ASSETS CURRENT ASSETS Cash $ 7,111 ----------- FIXED ASSETS, net 400 ----------- LEASE ASSETS Net investment in operating lease vehicles 253,839 Vehicles held for lease 256,630 ----------- 510,469 ----------- $ 517,980 =========== LIABILITIES AND STOCKHOLDERS' (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued expenses $ 169,969 Operating advances - related parties 2,813 Note payable 275,000 Note payable - related party 136,000 ----------- Total current liabilities 583,782 ----------- 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 6,632,217 Deferred compensation (24,750) Accumulated (deficit) (6,726,126) ----------- (65,802) ----------- $ 517,980 =========== 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 September 30, For the nine months ended September 30, ---------------------------------------- --------------------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ REVENUE $ 23,688 $ -- $ 51,709 $ -- ------------ ------------ ------------ ------------ EXPENSES General and administrative 8,794 22,783 97,462 205,661 Depreciation and amortization 6,167 758 16,401 2,274 Non-cash stock compensation 4,125 -- 8,250 1,015,214 ------------ ------------ ------------ ------------ 19,086 23,541 122,113 1,223,149 ------------ ------------ ------------ ------------ NET OPERATING INCOME (LOSS) 4,602 (23,541) (70,404) (1,223,149) ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE) (Loss) on disposal of assets -- -- -- (899) Forgiveness of payables / debt 5,569 -- 27,829 -- Interest expense (5,750) (4,319) (7,000) (17,978) ------------ ------------ ------------ ------------ (181) (4,319) 20,829 (18,877) ------------ ------------ ------------ ------------ INCOME TAXES -- -- -- -- ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 4,421 $ (27,860) $ (49,575) $ (1,242,026) ============ ============ ============ ============ PER SHARE INFORMATION WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED 52,856,900 6,962,753 52,422,834 6,316,325 ============ ============ ============ ============ NET INCOME (LOSS) PER COMMON SHARE $ 0.00 $ (0.00) $ (0.00) $ (0.20) ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements. 2 Future Carz, Inc. Consolidated Statements of Cash Flows (Unaudited) For the nine months ended September 30, --------------------------------------- 2003 2002 --------- --------- CASH FLOW FROM OPERATING ACTIVITIES Net cash (used in) operating activities $ (35,245) $(109,758) --------- --------- CASH FLOW FROM INVESTING ACTIVITIES Proceeds from assets held for sale -- 26,727 Purchase of lease assets (286,620) -- --------- --------- Net cash provided by (used in) investing activities (286,620) 26,727 --------- --------- CASH FLOW FROM FINANCING ACTIVITIES Net proceeds from operating advances, related parties 313 -- Proceeds from note payable 275,000 -- Proceeds from notes payable - related parties -- 83,031 --------- --------- Net cash provided by financing activities 275,313 83,031 --------- --------- Net increase (decrease) in cash (46,552) -- Cash - beginning 53,663 -- --------- --------- Cash - ending $ 7,111 $ -- ========= ========= The accompanying notes are an integral part of these financial statements. 3 Future Carz, Inc. Notes to the Consolidated Financial Statements September 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 nine months ended September 30, 2003 the Company incurred a net loss of $49,575 and had a working capital deficit of $576,671. 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. 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. 4 Future Carz, Inc. Notes to the Consolidated Financial Statements September 30, 2003 (Unaudited) On July 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. On August 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. As of September 30, 2003 $275,000 has been drawn on the note. 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. The Company could be subject to Commission enforcement proceedings related to these violations. 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. NOTE 7. SUBSEQUENT EVENT Subsequent to September 30, 2003, the Company entered into a fourth 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. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION 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 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 September 30, 2003 only 4 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. 6 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 51 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 September 30, 2003 the San Diego leasing center has leased 23 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 two defaults on lease payments. The vehicles were recovered. One has been re-leased and the other is ready to be leased. The Company is pursuing legal action to collect on the defaulted leases. 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 made a verbal 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 re-builders similar to those in southern California in the Chicago area. The Hammond leasing center will operate under the name Accel Auto Carz. As of September 30 the Hammond leasing center has leased 4 of the 8 vehicles in its inventory. The total vehicles leased, as of September 30, 2003 is 27. Since September 30 the Company has leased an additional 3 vehicles bringing the total to 30. On May 1, 2003 the Company entered into a secured promissory note for $100,000, at 12% annum, interest due monthly. On August 1, 2003 the Company entered into a second secured promissory note for $100,000. On September 1, 2003 the Company entered into a third secured promissory note for $100,000. Each note is at 12% interest and is due April 30, 2004. The Company is in the process of completing a private placement memorandum offer bonds secured by liens on the Company's vehicle inventory. The Company expects to receive a lower interest rate and more advantageous terms than our current financing. Subsequent September 30, 2003 the Company entered into a fourth secured promissory note for $100,000 at 12% interest due April 30, 2004. REVENUE FROM SERVICES PROVIDED The Company's revenue from services provided was $23,688 for the quarter ended September 30, 2003 up from $15,234 for the quarter ended June 30, 2003. Revenue for the nine-month period ending September 30, 2003 was $51,709, for the prior nine-month period September 30, 2002, revenue from services provided were zero. This increase in revenue is attributable to the Company opening its leasing center in San Diego and in Hammond. 7 OPERATING EXPENSES Operating expenses totaled $19,086, and $23,541, for the quarter ended September 30, 2003 and 2002, respectively. The decrease in expenses is attributable to lower corporate overhead despite the Company resuming leasing operations. Operating expenses totaled $122,113 and $1,223,149 for the nine-month period ended September 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 nine-month period September 30, 2003. In addition, the Company's interest expense was $5,750 for the quarter ended September 30 2003, up from $4,319 in the prior year. Interest expense was $7,000 for the nine-month period ending September 30, 2003 as compared to $17,978 for the nine-month period ending September 30, 2002. Both the increase and decrease were due to a restructuring of interest bearing debt. LIQUIDITY AND CAPITAL RESOURCES The Company experienced a net decrease of $46,452, in our cash position during the nine-month period ended September 30, 2003, as compared to no net change, during the nine-month period ended September 30, 2002. The Company used $35,245 of cash for operating activities for the nine months ended September 30, 2003, as compared to $109,758 for the nine months ended September 30, 2002. The Company purchased lease vehicles with cash in the amount of $286,600, during the nine months ended September 30, 2003. The Company did experience a cash inflow of $26,727, from the proceeds of assets held for sale during the nine months ended September 30, 2002. The Company obtained net operating advances from related parties in the amount of $313 and proceeds from notes payable of $275,000 during the nine months ended September 30, 2003. CASH NEEDS FOR THE NEXT TWELVE MONTHS The Company has leased an additional 3 vehicles since September 30, 2003; bring the total vehicles leased to 30. 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 secured notes with Hoosier State Building and Loan, Ltd. for $100,0000 on August 1, 2003, $100,000 on September 1, 2003 and $100,000 on November 1, 2003. The Company has used the proceeds of these notes 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. As of this writing the Company has acquired 61 vehicles, which are pledged as security on notes payable to Hoosier State Building and Loan, Ltd. The San Diego leasing center currently has 53 vehicles in inventory 26 of which are leased. The Hammond leasing center has 8 vehicles of which 4 are leased. The Company does not expect to acquire additional vehicles until the first quarter of 2004. 8 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 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. 9 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 November 19, 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 November 19, 2003 - ----------------------- Director Ethel Merriman /s/ M. David Fesko Director November 19, 2003 - ----------------------- M. David Fesko 11