UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
FIRSTCAI, INC.
-----------------------------------
(Name of Small Business Registrant)
Commission File Number
----------------------
0 27891
Nevada 86-0965901
- ------------------------ ----------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number.)
4300 North Miller Rd. Suite 120 Scottsdale, Arizona 85251
-----------------------------------------------------------
(Address of Principal Executive Offices Including Zip Code)
(480) 421-2882
(Registrants Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.0001
par value
----------------
(Title of Class)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to filing requirements for the past 90 days. [X] YES [ ] NO
The registrant's revenues for its most recent fiscal year were $ 0
Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.0001) as of March 31, 2000 is 5,040,000.
The following documents are herein incorporated by reference: (1) Form
10SB12G filed on November 1, 1999 (file No. 0 27891) and NT 10-K filed on March
31, 2000, are incorporated in Part III 13(a). (2). The controlling shareholder
filed Schedule 13 G ON March 31,2000 which is incorporated by reference.
Transitional Small Business Disclosure Format: [ ] Yes [X] No
<PAGE>
FIRSTCAI, INC.
INDEX
Page
----
PART I
ITEM 1. DESCRIPTION OF BUSINESS 2
BUSINESS DEVELOPMENT 2
BUSINESS 3
PATENTS 4
ITEM 2. DESCRIPTION OF PROPERTY 5
ITEM 3. LEGAL PROCEEDINGS 5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 5
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 5
ITEM 6. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
ITEM 7. FINANCIAL STATEMENTS 7
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL MATTERS 9
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT 9
ITEM 10 EXECUTIVE COMPENSATION 10
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT 10
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 11
ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K 11
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
Firstcai, Inc., was incorporated in The State of Nevada on September 3,
1999. Its purpose is to engage in any lawful corporate activity, which includes
mergers and acquisitions. The registrant is in a development stage and has no
operations to date other than issuing of shares to the original shareholders. It
was formed to provide a method for a private domestic or foreign company to
become a public reporting company thereby causing their shares to be qualified
to trade in the domestic secondary markets.
There have been no bankruptcy, receivership or similar proceeding in
the Company's history.
There has been no material reclassification or merger in the Company's
short history.
The registrant will attempt to locate another business for the purpose
of merging that company into the registrant. It is possible that the company
will become a wholly owned subsidiary of the registrant or it may sell or
transfer assets into the registrant and not merge. The registrant is not able to
know if it will be successful in locating and merging with or acquiring another
entity.
There are certain benefits to being a reporting company with a publicly
traded class of stock. They are perceived as follows:
* increased ability to raise capital
* enhanced visibility in the financial community particularly
helpful to raise debt if needed
* presence in the capital markets of the United States
* ability to use registered securities to acquire other companies
and or their assets
* improved competitive position
* increased corporate prestige
* key employees compensation through stock options
* shareholder liquidity and corporate valuation
An entity may be interested in merging with the registrant if it is
interested in using public securities to make acquisitions of other companies or
one that is interested in becoming public without substantial dilution of its
stock. Other targeted companies may be those which have not been able to locate
an underwriter with acceptable terms; one that feels it can raise capital on
more favorable terms as a public entity or a foreign company seeking entry into
the United States stock markets.
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The Company's business has numerous associated risks such as;
competition, no operating history, lack of any agreements with possible targeted
companies, management control, lack of market research, stock dilution,
taxation, target company's need for audited financial and possible computer
problems.
The business of seeking mergers with other companies or acquiring other
companies is highly competitive. There are many large corporations and venture
capital firms that seek other entities with which to merge or acquire. These
corporations and venture capital firms are better financed than the registrant
and have more expertise in the field of mergers and acquisitions. The registrant
will not be a significant competitor in this field.
BUSINESS
The registrant is without operating history. It has no revenue and
limited assets. The Company will in all likelihood operate at a loss and will be
unable to reverse that situation until a merger or acquisition occurs. There is
no targeted company nor any assurance the company will be able to close a
business transaction needed to reverse its anticipated losses.
The registrant has no current agreement with respect to a merger or
acquisition with a targeted company. There is no assurance that the Company will
be successful in its plan to merge or acquire another entity. There has been no
industry identification by management nor has there been a business model
established consisting of the required operating history, assets and revenues of
a target company. Therefore, the registrant may enter into an agreement which
may result in a business combination with an entity without significant
operating history, revenues or assets precluding the potential for current
earnings or increased net worth.
The management of the registrant consists of its only officer. He will
devote a portion of his time to the business of the Company attempting to locate
and close with a potential targeted company. There is neither compensation paid
nor an agreement to enter into such a contract in the future. The loss of this
individual could adversely affect the Company's development and its continued
operations.
The Company has performed limited research in an attempt to determine
whether demand exists for these types of transactions. Even if further research
determines that the demand does in fact exist, there is no assurance that the
registrant will be able to conclude a transaction.
The successful conclusion of an acquisition or merger by the registrant
will probably result in the issuance of securities to the shareholders of the
targeted company. This transaction will cause, in all probability, the
shareholders of the targeted company gaining control of the registrant and a
change in the existing management.
It is the intention of the registrant to structure a transaction with a
targeted company to minimize the state and federal tax consequences as they
apply to both parties. There can be no assurance that all the statutory
requirements can be met in the proposed reorganization or that the parties will
receive tax benefits desired in a transfer of stock or assets.
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The registrant will seek those companies, which have audited financial
statements or assure the registrant that said statements will be furnished
within sixty days of closing. If audited financial statements are not available
at closing, the registrant will require representations that the statements,
when audited, will not materially differ from the unaudited statements
presented. There are no assurances that a viable candidate for merger will agree
with the registrant's request, which would result in the failure of the
transaction to close.
The registrant will require that the targeted company be computer
compliant for the year 2000. If the target is not compliant it will be necessary
to disclose what steps it intends to take in order to eliminate any business
disruption created by noncompliance. There can be no assurance that the company
will not close a transaction with a company that has not or is unable to correct
the year 2000 computer problems. The impact of said transaction could be very
difficult to ascertain.
The registrant does not believe it could be subject to regulation under
the Investment Company Act, because it will not be engaged in the business of
investing or trading securities. However, if the Company engages in operations
which result in it holding passive investments in more than one other company,
in could be subject to the regulations found in the Investment Company Act of
1940 and it would have to register under said act which could result in
significant registration and compliance costs.
The registrant has no full time employees. The president of the Company
will devote a portion of his time to the activities of the registrant without
compensation.
The Company will send an annual report to its security holders, which
shall contain audited financial statements. The registrant is electronically
filing this Form 10-KSB with the Securities Exchange Commission, to comply with
the reporting requirements as promulgated by the commission. As such, the
Company will advise the shareholders that the SEC maintains an Internet site
that contains reports, proxy and information statements, and other information
regarding registrants that file electronically with the SEC at
http://www.sec.gov.
PATENTS
The Company does not own, nor has it applied for any Patents.
4
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ITEM 2. DESCRIPTION OF PROPERTY
The registrant is currently housed in the offices of its principal
shareholder, Corporate Architects, Inc. at 4300 N. Miller Road Suite 120,
Scottsdale, Arizona 85251-3620. No rent is being charged to the registrant. The
Company owns no real property and has no plans to acquire real property.
At this time, the Company has no policy in terms of investment in real
estate nor does it have any investment in real estate. The Company has no
immediate plans to invest in real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any litigation and to its knowledge, no
action, suit or proceedings against it has been threatened by any person or
entity.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters have been submitted to a vote of security holders.
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) There is no public trading market for the common equity and there
has been no trading to date. Furthermore, there is no assurance that a public
trading market will ever be established.
The registrant's securities meet the definition of "penny stock" as
found in Rule 3a51-1 of the Securities Exchange Act of 1934. The Securities and
Exchange Commission has adopted Rule 15g-9 which established sales practice
requirements for certain low price securities ("penny stock"). Unless the
transaction is exempt, it shall be unlawful for a broker or dealer to sell a
penny stock to, or to effect the purchase of a penny stock by, any person unless
prior to the transaction: (i) The broker or dealer has approved the person's
account for transactions in penny stocks pursuant to this rule and (ii) the
broker or dealer has received from the person a written agreement to the
transaction setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in penny
stock the broker or dealer must: (a) obtain from the person information
concerning the person's financial situation, investment experience, and
investment objectives; (b) reasonably determine that transactions in penny
stocks are suitable for that person, and that the person has sufficient
knowledge and experience in financial matters that the person reasonably may be
expected to be capable of evaluating the risks of transactions in penny stocks;
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(c) deliver to the person a written statement setting forth the basis on which
the broker or dealer made the determination (i) stating in a highlighted format
that it is unlawful for the broker or dealer to affect a transaction in penny
stock unless the broker or dealer has received, prior to the transaction, a
written agreement to the transaction from the person; and (ii) stating in a
highlighted format immediately preceding the customer signature line that (iii)
the broker or dealer is required to provide the person with the written
statement; and (iv) the person should not sign and return the written statement
to the broker or dealer if it does not accurately reflect the person's financial
situation, investment experience, and investment objectives; and (d) receive
from the person a manually signed and dated copy of the written statement. It is
also required that disclosure be made as to the risks of investing in penny
stocks and the commissions payable to the broker- dealer, as well as current
price quotations and the remedies and rights available in cases of fraud in
penny stock transactions. Statements, on a monthly basis must be sent to the
investor listing recent prices for the penny stock and information on the
limited market.
It is the registrant's intention to merge or acquire a company, which
would qualify it to be listed on the NASDAQ SmallCap Market. The initial listing
requirements are as follows: (1) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income in latest fiscal year or two of the
last three fiscal years of $750,000, (2) public float 1,000,000 shares with a
market value of $5,000,000, (3) minimum bid price of $4.00, (4) three market
makers, (5) 300 round lot (100 or more shares) shareholders, (6) an operating
history of one year or $50,000,000 market cap, and (7) corporate governance
standards must be in place. Subsequent to qualifying for listing the company, in
order to remain on the SmallCap Market, the company must maintain the following;
(1) net tangible assets of $2,000,000 or market capitalization of $35,000,000 or
net income in latest fiscal year or two of the last three fiscal years of
$500,000, (2) public float 500,000 shares with a market value of $1,000,000, (3)
minimum bid price of $1.00, (4) two market makers, (5) 300 round lot (100 or
more shares) shareholders, and (6) corporate governance standards must be in
place.
The company may not qualify for the SmallCap market after a merger or
acquisition. In that case it's securities may be traded on the Over The Counter
Bulletin Board (OTCBB). This exchange differs from NASDAQ in that the
qualifications do not include minimum assets, revenues, number of shareholders,
market capitalization, number of shares in the public float and corporate
governance standards. To qualify for OTCBB the company must have a market maker
willing to list the securities on a bid and ask quotation and sponsor the
company for listing. All companies, including banks and insurance companies,
traded on the OTCBB must be fully reporting as of June 2000. The company may
also offer its securities on the National Quotation Bureau, Inc., commonly known
as the "pink sheets".
6
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It is the company's objective to become qualified for NASDAQ SmallCap
however; there is no assurance it will reach or maintain that objective. The
registrant may, after a merger or acquisition, commence trading on the OTC BB.
(a) Holders. There are three (3) holders of the common equity of the
Company.
(b) Dividends. There have been no cash dividends declared to date and
there are no plans to do so. There are no restrictions that limit
the ability to pay dividends on common equity other than the
dependency on the Company's revenues, earnings and financial
condition.
ITEM 6. MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION
During the next twelve months the registrant intends to locate,
analyze, acquire or merge with a targeted company. At this time, the registrant
has been involved in preliminary negotiations with a company regarding the
possibility of an acquisition or merger. The registrant will continue to solicit
targeted companies through the utilization of contacts in business and
professional communities. The registrant intends to solicit directly or may
engage consultants or advisors to assist it in reaching its objective. Payment
will be made to these consultants and advisors if a successful acquisition or
merger occurs because of their efforts. The payment may consist of cash or some
stock in the surviving entity or a combination of both.
The satisfaction of the registrant's cash requirements for the next
twelve months will be met in that Corporate Architects, Inc., the registrant's
principal shareholder, has agreed to advance to the Company the additional funds
needed for operations and those amounts designated for costs associated with a
search for and completion of an acquisition. The principal shareholder has no
expectation of reimbursement of the funds advanced unless the new owners of the
Company decide to pay all or a portion thereof. A limit as to the minimum or
maximum amounts advanced by the principal shareholder has not been set. The
registrant will not borrow funds to pay management, agents, consultants,
advisors or promoters. The Company will not merge with, acquire or purchase
assets of an entity in which the Company's officers, directors or shareholders
or any affiliate or agent hold an equity position or is an officer or director.
The Company's business plan is to locate certain companies that may
wish to merge with the registrant in some fashion. This targeted company would
desire the perceived advantages of a merger with a public, reporting company.
The perceived advantages may enhance the company's ability to attract
investment, utilize securities for acquisition, provide liquidity and numerous
other benefits. No particular industry has been identified nor is this search
confined to a specific geographical area. It is not anticipated by management
that the Company will be able to participate in any more than one merger because
of its limited assets and resources.
7
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The registrant may merge or acquire a company in early stage
development needing additional capital to launch new products, increase
marketing or improve quality. The utilization of the public market may be
beneficial in raising the required capital.
The registrant does not have nor will it acquire capital to supply
targeted companies. It is the position of management that it can present to the
candidate the opportunity to acquire controlling interest in a public company
without the substantial costs, both in time and money, of an initial public
offering. Management has performed only limited research in this area.
The officer and director of the registrant will undertake the
responsibility of finding and analyzing new business opportunities. He will
perform this task individually and possibly with the help of other consultants
and agents. The agents or consultants will not receive a cash fee from the
registrant said fee will have to be assumed by the target company. The officer
is experienced in the analysis of companies and will be able to determine the
existence of the primary requirements of a good business structure consisting of
financial, management, products, distribution, need for further research and
development, growth potential and other material requirements. The registrant
will have total discretion in determining the type of company best suited for a
business combination.
The registrant will be subject to all the reporting requirements of the
Securities Exchange Act. Said Act requires, among other things, that a reporting
company file its audited financial statements. The registrant will not merge or
acquire a company that does not have or will not have audited financials within
a reasonable period of time, to meet the requirements of the Exchange Act. If
the merger candidate is unable to produce audited financial statements within
sixty days from the filing of the 8 K announcing the consummation of the merger
or said financial statements fail to comply with the Exchange Act, the closing
documents will provide for the dissolution of the transaction.
A target company may want to establish a public trading market for its
securities. It may desire to avoid what it perceives to be an adverse
consequence of undertaking its own public offering. It is possible to meet this
objective by entering into a transaction with the registrant. The adverse
consequences may be perceived to be, loss of control, substantial expense and
loss of time attempting to conclude an underwriting or the inability to retain
an underwriter with acceptable terms
A business candidate may have pre-existing agreements with outside
advisors, attorneys and accountants and the continuation of those agreements may
be required before the candidate will agree to close a transaction with the
registrant. These existing agreements may be a factor in the determination by
the registrant to go forward.
The conclusion of a business transaction will most likely result in the
present shareholders no longer being in control of the registrant. Management of
the registrant probably will not have the expertise in the business of the new
entity, which will result in the resignation of the present management.
8
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The acquisition or merger usually results in the issuance of restricted
securities as consideration. If the negotiations resulted in the requirement for
registered securities to be issued, the surviving company would have to bear the
burden of registering the shares. There can be no assurance that that these
newly registered shares would be sold into the market depressing the market
value.
A merger with another company will significantly dilute the percentage
of ownership the present shareholders now enjoy. The amount of dilution will
depend on the number of shares issued which in term could depend on the assets
and liabilities of the merging company. This is not to say that other factors
may not enter into this determination.
ITEM 7. FINANCIAL STATEMENTS
The Financial Statement of the Company are filed as a part of this
Annual Report. See index to the financial statements on Page F-1.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL MATTERS
There have been no changes of Accountants or disagreements with the
registrants Accountants on accounting and financial matters.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company has one officer and director.
Name Age Position and Offices Held
- ---- --- -------------------------
Edmond L. Lonergan 54 President Secretary and Director
There are no agreements that a Director will resign at the request of
another person and the above named Director is not acting on behalf of nor will
act on behalf of another person.
The following is a brief summary of the Director, and Officer including
his business experiences for the past five years.
Edmond L. Lonergan from 1968 to 1996 has founded numerous high tech
corporations one of which became public. It was honored by Inc. Magazine for
becoming the 28th fastest growing company in 1992. Previously, he held the
positions of Board Chairman, President, CEO, Vice President of Sales and
Marketing, Vice President of Operations, Vice President of Finance, Director of
Research, Operating Manager, Manager of Software Development and Product
Development Consultant. Mr. Lonergan was also selected to be a member of the
White House Small Business Committee during the Carter Administration.
Mr. Lonergan founded Corporate Architects, Inc. in 1997. The company
specializes in consulting and advising businesses in the area of strategic
planning as well as mergers and acquisitions.
9
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Officers, Directors and those beneficially owning more than 10% of
small business Company's class of equity securities registered under Section 12
of the Exchange Act, shall file reports of ownership and any change in ownership
with the Securities and Exchange Commission. Copies of these reports are to be
filed with the Company.
Based upon a review of these reports the Company has concluded that a
Form 5 was filed. It is also clear that a schedules 13 G was filed.
ITEM 10. EXECUTIVE COMPENSATION
The registrant's officer and director does not and has not receive
compensation for services rendered to the registrant nor has any compensation
been accrued. He will not participate in any finders' fees however; he will
receive some benefits as a beneficial owner of the registrant upon a merger or
acquisition taking place. Furthermore, there are no stock option plans, pension
plans, insurance coverage or other benefit programs adopted by the registrant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth each person known by the Company to be
the beneficial owner of more than 5% of the Common Shares (the only class of
voting securities) of the Company all directors individually and all directors
and officers of the Company as a group. Each person has sole voting and
investment power with respect to the shares as indicated.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
- --------------------------------- --------- --------
Corporate Architects, Inc. (1) 5,000,000 99.2%
4300 N. Miller Rd Suite 120
Scottsdale, AZ 85251-3620
All Executive Officers and 5,000,000 99.2%
Directors as a Group (1 person)
- ----------
(1) Mr. Edmond L. Lonergan owns 100% of the issued and outstanding shares of
Corporate Architects, Inc. and is its sole officer and director. As such,
Mr. Lonergan is the beneficial owner of the common stock of the registrant
and is the only control shareholder.
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no parents of this small business registrant.
There are and have been no transactions with promoters.
There were no material underwriting discounts and commissions upon the
sale of securities by the registrant where any of the specified persons was or
is to be a principal underwriter or is a controlling person or member of a firm
that was or is to be a principal underwriter.
There were no transactions involving the purchase or sale of assets
other than in the ordinary course of business.
ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
3.1 Articles of Incorporation with Amendments filed with the Form 10
SB on November 1, 1999 and incorporated by reference
3.2 By Laws filed with the Form 10 SB on November 1, 1999 and
incorporated by reference
3.3 Computation per share earnings filed with Form 10 SB on November
1, 1999 and incorporated by reference and in current financial
statements.
23 Consent of Accountant
27 Financial Data Schedule
B. Reports on Form 8-K
There were no reports filed on Form 8-K
Schedules 13 G was filed by Mr. Lonergan on March 31, 2000.
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SIGNATURE PAGE
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.
FIRSTCAI, INC..
April 12, 2000 /s/ Edmond L. Lonergan
------------------------------------------
Edmond L. Lonergan, Director and President
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation with Amendments filed with the Form 10 SB
on November 1, 1999 and incorporated by reference
3.2 By Laws filed with the Form 10 SB on November 1, 1999 and incorporated
by reference
3.3 Computation per share earnings in filed with Form 10 SB on November 1,
1999 and incorporated by reference and in current financial statements.
23 Consent of Accountant
27 Financial Data Schedule
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[JAMES C. MARSHALL, CPA, PC LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
FirstCAI, Inc.
Scottsdale, Arizona
We have audited the accompanying balance sheet of FirstCAI, Inc. as of December
31, 1999 and the related statements of operations, stockholders' equity and cash
flows for the period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of FirstCAI, Inc. as of December
31, 1999, and the results of its operations and its cash flows for the period
then ended in conformity with generally accepted accounting principles.
James C. Marshall, CPA, PC
Scottsdale, Arizona
April 11, 2000
F-1
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FIRSTCAI, INC.
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
December 31, 1999
-----------------
Current Assets
Cash and cash equivalents $ 1,200
-------
Current Assets 1,200
-------
Organization costs, net of amortization (Note 2) 467
-------
Total Assets $ 1,367
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' Equity
Common Stock - $0.0001 par value, authorized
100,000,000 shares, issued and outstanding
5,040,000 $ 504
Additional paid in capital 1,596
Retained Earnings (Deficit) (433)
-------
Total Stockholders' Equity 1,667
-------
Total Liabilities and Stockholders' Equity $ 1,667
=======
The accompanying notes are an integral part of these financial statements.
F-2
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FIRSTCAI, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1999
Revenue $ --
Expenses
Administrative costs 400
Amortization of organization costs 33
----------
Net Income/(Loss) $ 433
==========
Loss per common share $ 0.00
==========
Weighted average shares outstanding 5,040,000
==========
The accompanying notes are an integral part of these financial statements.
F-3
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FIRSTCAI, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1999
Common Stock
----------------- Paid in Retained
Shares Amount Capital Earnings Total
------ ------ ------- -------- -----
Balance at September 3, 1999
date of incorporation 5,040,000 $504 $1,596 $ 2,100
Net Income/(Loss) $ (433) (433)
Balance at March 31, 2000 5,040,000 $504 $1,596 $ (433) $ 1,667
========= ==== ====== ======= =======
The accompanying notes are an integral part of these financial statements.
F-4
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FIRSTCAI, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 1999
Loss from operations $ (433)
Adjustments to reconcile loss from operations
to net cash provided by (from) operating
activities:
Amortization of organization costs 33
-------
Net cash (used) by operations (400)
-------
Net cash (used) by operating activities (400)
-------
Proceeds from issuance of stock 1,600
-------
Net cash provided by financing activities 1,600
-------
Net increase in cash and cash equivalents 1,200
Cash and cash equivalents at beginning of period --
-------
Cash and cash equivalents at end of period $ 1,200
=======
The accompanying notes are an integral part of these financial statements.
F-5
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FIRSTCAI, INC.
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM INCEPTION TO ENDED DECEMBER 31, 1999
NOTE 1 - THE COMPANY
FirstCAI, Inc. (the "Company") was incorporated in the state of Nevada
on September 3, 1999. The Company has had no operations since incorporation,
however, has incurred certain costs related to organization and administration.
Legal services were provided to the Company in exchange for stock of the
Company. This transaction was based on the out-of-pocket costs for the provider
and recorded by the Company as $500. These organization costs have been
capitalized and are being amortized over 60 months. Administrative costs
allocated to Company for the period from inception to December 31, 19999 were
$400.
NOTE 2 - STOCKHOLDERS' EQUITY
The Company has 100,000,000 shares of $0.0001 par value stock
authorized and 5,040,000 shares outstanding at December 31, 1999.
F-6
[JAMES C. MARSHALL, CPA, PC LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion of our audit of the balance sheet of
FirstCAI, Inc. as of December 31, 1999 as part of this Form 10-KSB
/s/ James C. Marshall, CPA, PC
Scottsdale, Arizona
April 11, 2000
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1200
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1667
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<BONDS> 0
0
0
<COMMON> 504
<OTHER-SE> 1596
<TOTAL-LIABILITY-AND-EQUITY> 1667
<SALES> 0
<TOTAL-REVENUES> 0
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<TOTAL-COSTS> 0
<OTHER-EXPENSES> 433
<LOSS-PROVISION> 0
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<NET-INCOME> 433
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