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, 2000
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:
Future Carz.com, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0431029
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
12624 Carmel Country Road, San 92130
Diego, CA (Zip Code)
(Address of principal executive
offices)
(858) 755-8440
(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 of the latest practicable date:
5,328,087
/1/
FUTURE CARZ.COM, INC.
(A Development Stage Company)
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Independent Accountant's Review Report 4
Balance Sheets as of December 31, 1999 and September 30, 2000 5
Statements of Operations for the Three Months and Nine Months 6
Ending September 30, 2000 and for the Period July 13, 1999
(Inception) to September 30, 2000
Statements of Cash Flows for the Three Months and Nine Months 7
Ending September 30, 2000 and For the Period July 13, 1999
(Inception) to September 30, 2000
Notes to Financial Statements 8
Item 2. Management's Discussion and Plan of Operation 11
PART II - OTHER INFORMATION
Item 6. Exhibits 12
SIGNATURES 13
/2/
Future Carz.com, Inc.
(A Development Stage Company)
Balance Sheet
as of
September 30, 2000
and
December 31, 1999
and
Statements of Operations
and
Cash Flows
for the Three and Nine Months Ending September 30, 200
for the Period July 13, 1999 (Inception) to September 30, 2000
/3/
TABLE OF CONTENTS
Page
Independent Accountant's Review Report 1
Balance Sheets 2
Statements of Operations 3
Statements of Cash Flows 4
Footnotes 5
/4/
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors
Future Carz.com, Inc.
(a Development Stage Company)
Las Vegas, NV
I have reviewed the accompanying balance sheets of Future Carz.com,
Inc. (a Nevada corporation) (a development stage company) as of
September 30, 2000 and the related statements of operations and
cash flows for the three and nine months ending September 30, 2000
and 1999, and for the period July 13, 1999 (Inception) to
September 30, 2000. These financial statements are the
responsibility of the Company's management.
I conducted my reviews in accordance with standards established by
the American Institute of Certified Public Accountants. A review
of interim financial information consists principally of applying
analytical procedures to financial data, and making inquiries of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, which will be performed
for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly,
I do not express such an opinion.
Based on my reviews, I am not aware of any material modifications
that should be made to the accompanying financial statements
referred to above for them to be in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note
5 to the financial statements, the Company has had limited
operations and has not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 5. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
I have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of Future Carz.com, Inc. (a
development stage company) as of December 31, 1999, and the related
statements of operations, stockholders' equity, and cash flows for
the period July 13, 1999 (Inception) to December 31, 1999 (not
presented herein) and in my report dated March 15, 2000, I
expressed an unqualified opinion on those financial statements.
/s/G. Brad Beckstead, CPA
October 23, 2000
/5/
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
Future Carz.com, Inc.
(a Development Stage Company)
Balance Sheets
(unaudit December
ed) 31, 1999
September
30, 2000
-------- ---------
Assets
Current assets:
Cash $ 49,382 $ 5,082
49,382 5,082
------ -----
Fixed assets:
Office equipment 8,473 8,473
Less accumulated depreciation (1,271) -
7,202 8,473
Other assets:
Website development 20,000 20,000
Less accumulated amortization (3,333) (333)
------- ------
16,667 19,667
$ 73,251 $ 33,222
======= ======
Liabilities and Stockholders'
Equity
Current liabilities:
Subscription refund $ 375 $ 375
Loan from stockholder 2,000 -
Convertible debt 60,000 -
62,375 375
------- -----
Stockholders' equity:
Preferred stock, $0.001 par value, - -
5,000,000
shares authorized, zero shares issued
and outstanding
Common stock, $0.001 par value, 5,328 5,328
20,000,000 shares
authorized, 5,328,087 shares issued
and outstanding
Additional paid-in capital 65,076 65,076
Deficit accumulated during (59,528) (37,557)
development stage
10,876 32,847
------- ------
$ 73,251 $ 33,222
========= =========
See Independent Accountant's Review Report and
the Accompanying Notes are an Integral Part of These Financial
Statements.
Future Carz.com, Inc.
(a Development Stage Company)
Statements of Operations
(unaudited)
Nine July 13,
Months 1999
Three Months Ending Ending (Inceptio
n) to
September 30, September
September 30,
30,
2000 1999 2000 1999
------- ------- -------- ---------
Revenue $ - $ - $ - $ -
Expenses:
Amortization 1,000 - 3,000 3,333
expense
Depreciation 424 - 1,271 1,271
expense
General 10,838 3,900 17,700 54,924
administrative
expenses
Total expenses 12,262 3,900 21,971 59,528
Net loss $(12,262) $(3,900) $ (21,971) $ (59,528)
========= ======== ========== ==========
Weighted average 5,328, 5,328,0 5,328,08 5,328,08
number of 087 87 7 7
common shares
outstanding
Net loss per share $ - $ - $ - $ -
======= ======== ======= =======
See Independent Accountant's Review Report and
the Accompanying Notes are an Integral Part of These Financial
Statements.
Future Carz.com, Inc.
(a Development Stage Company)
Statements of Cash Flows
(unaudited)
Nine Three Three July 13,
Months Months Months 1999
Ending Ending Ending (Incepti
on) to
September September September September
30, 30, 30, 30,
2000 2000 1999 2000
--------- -------- -------- --------
Cash flows from operating
activities
Net loss $(21,971) $(12,262) $(3,900) $(59,528)
Adjustments to reconcile
net income to net cash
provided
by operating activities:
Amortization expense 1,271 1,000 - 1,271
Depreciation expense 3,000 424 - 3,333
Common stock issued for - - - 10,259
services provided
Increase (decrease) in:
Subscription refund - - - 375
Loan from stockholder 2,000 - - 2,000
Convertible debt 60,000 60,000 - 60,000
Net cash provided by 44,300 49,162 (3,900) 17,710
operating activities
Cash flows from investing
activities
Purchase of common stock - - - (8,473)
Development of website - - - (20,000)
Net cash used by investing - - - (28,473)
activities
Cash flows from financing
activities
Issuance of common stock - - 4,000 60,145
Net cash provided by - - 4,000 60,145
financing activities
Net (decrease) increase in 44,300 49,162 100 49,382
cash
Cash - beginning 5,082 220 - -
Cash - ending $ 49,382 $ 49,382 $ 100 $ 49,382
======= ======= ====== =======
Supplemental disclosure:
Interest paid $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ -
Non-cash investing and
financing activities:
Common stock issued for $ - $ - $ - $ 10,259
services provided ======= ====== ====== =======
See Independent Accountant's Review Report and
the Accompanying Notes are an Integral Part of These Financial
Statements.
Future Carz.com, Inc.
(a Development Stage Company)
Notes to Financial Statements
Note 1 - History and organization of the company
The Company was organized July 13, 1999 (Date of Inception) under
the laws of the State of Nevada, as Future Carz.com, Inc. The
Company has limited operations and in accordance with SFAS #7, the
Company is considered a development stage company. The Company is
authorized to issue 20,000,000 shares of $0.001 par value common
stock and 5,000,000 shares of $0.001 par value preferred stock.
Note 2 - Accounting policies and procedures
Accounting policies and procedures have not been determined except
as follows:
Accounting method
The Company reports income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principals requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ form those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash
equivalents as of September 30, 2000.
Reporting in the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organizational costs. It
requires most costs of start-up activities and organizational
costs to be expensed as incurred. SOP 98-5 is effective for its
fiscal years beginning after December 15, 1998. With the
adoption of SOP 98-5, there has been little or no effect on the
Company's financial statements.
Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilutive common stock equivalents had been converted to common
stock. As of September 30, 2000, the Company has dilutive common
stock equivalents in the form of convertible debt (See Note 8).
Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
Website development
Website development costs are amortized over a period of 60
months using the straight-line method.
Equipment
The cost of equipment is depreciated over the estimated useful
life of the equipment of five years utilizing the straight-line
method of depreciation.
Year end
The Company has adopted December 31 as its fiscal year end.
Note 3 - Income taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. There is no provision for
income taxes for the period ended September 30, 2000, due to the
net loss and no state income tax in Nevada, the state of the
Company's domicile and operations.
Note 4 - Stockholders' equity
The Company is authorized to issue 20,000,000 shares of $0.001 par
value common stock and 5,000,000 shares of $0.001 par value
preferred stock.
On July 29, 1999, the Company issued 4,000,000 shares of its $0.001
par value common stock to a shareholder in exchange for cash.
On November 30, 1999, the Company issued 1,328,087 shares of its
$0.001 par value common stock to shareholders in exchange for cash
of $56,145 and in exchange for services rendered of $10,259. Of
the total amount, $1,328 is considered common stock and $65,076 is
considered additional paid-in capital.
There have been no other issuances of common or preferred stock.
Note 5 - Going concern
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. Without realization
of additional capital, it would be unlikely for the Company to
continue as a going concern. The Company was able to raise
additional capital with convertible debt from outside financing
sources (See Note 8). If additional capital is needed the officers
have committed to make cash advances to the Company to cover its
operating costs. The cash advances do not bear any interest.
Note 6 - Related party transactions
The Company does not lease or rent any property. Office services
are provided without charge by a director/shareholder. Such costs
are immaterial to the financial statements and, accordingly, have
not been reflected therein. The officers and directors of the
Company are involved in other business activities and may, in the
future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may
face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for
the resolution of such conflicts.
Note 7 - Warrants and options
There are no warrants or options outstanding to acquire additional
shares of common stock.
Note 8 - Convertible debt
On August 28, 2000, the Company signed three convertible non-
interest-bearing promissory notes with three individuals for a
total amount of $60,000. The promissory notes are due one year
from the date of the agreement on August 28, 2001. Each individual
has the option to convert all or some of the principal into shares
of its $0.001 par value common stock at a price of $0.30 per share
on or before the maturity date.
Note 9 - Subsequent events
On October 13, 2000, the Company signed a note payable with
Investment Capital Corporation in the amount of $50,000 and is due
on or before six months from the date of the agreement. The
principal amount plus interest of $4,000 at 16% is due on or before
April 13, 2001.
On October 13, 2000, the Company signed a note receivable with Auto
Central Discount in the amount of $50,000 and is due on or before
six months from the date of the agreement. The principal amount
plus interest of $4,250 at 17% is due on or before April 13, 2001.
Item 2. Management's Discussion and Plan of Operation
General
We are a developmental stage company that provides automobile
information and purchasing services via the Internet to help
consumers research, evaluate and purchase new and pre-owned
vehicles. We offer services through our World Wide Web site at
www.futurecarz.com to enable consumers to purchase automotive-
related products and services such as insurance, financing,
extended warranties, and automobile parts.
Visitors can search our Internet site for automobile-related
information and services from the privacy of their home or office.
We believe the Future Carz.com process will insulate consumers from
unpleasant price negotiations by requiring member dealers to
provide a competitive, firm, upfront price to consumers. Our web
site allows consumers to obtain access to comprehensive, up-to-date
information about vehicle models, options and dealer costs at no
charge. Information such as vehicle specifications, Kelly Blue
Book pre-owned vehicle values and automobile reviews are aggregated
in a central location, providing consumers with the means to make
an informed purchase decision.
We are enrolled in an affiliate program, through which we receive
remuneration for referrals to other automotive web sites.
Remuneration is based upon the following factors:
1. The level of traffic directed to affiliates,
2. The number of price inquiries submitted and
3. The number of sales realized as a result of referrals.
We have a limited operating history, and must be considered a
developmental stage company. Our future operations are dependent
upon our ability to attract and retain users of our services. If
we do not generate traffic to our site and entice visitors to use
our services, our competitiveness will be diminished.
Results of Operations
We have not generated any revenues since our inception. We have a
limited operating history. We were organized on July 13, 1999.
Our activities have been limited primarily to organization,
capitalization, finding and securing a management team and board
of directors, the development of a business plan and web site
operations and commencing with initial operational plans.
As of September 30, 2000, we have:
1. Developed a business plan,
2. Recruited and retained a management team,
3. Developed a web site at www.futurecarz.com,
4. Raised capital via a private placement offering of stock made
in accordance with Section 4(2) of the Securities Act of 1933, as
amended,
5. Raised capital through an offering made in reliance upon an
exemption from the registration provisions of the Securities Act of
1933, as amended, in accordance with Regulation D, Rule 504 and
6. Obtained working capital from the issuance of convertible
notes.
Liquidity and Capital Resources
We attained our initial financing from common stock offerings. On
July 29, 1999, we issued 4,000,000 shares of our $0.001 par value
common shares for cash. On November 30, 1999, we issued 1,328,087
shares of our common stock for cash of $56,145 and in exchange for
services rendered of $10,259.
We issued three non-interest bearing convertible notes to three
individuals on August 28, 2000 for a total of $60,000. These notes
mature on or about August 28, 2001 in their entirety. Each note is
convertible by its holder into common shares at the rate of $0.30
per share before the maturity date. These notes will provide us
with working capital to finance our operations for the next 12
months.
In October of 2000, we issued a promissory note in the amount of
$50,000 at an annual rate of 16%. The entire principal and all
accrued interest is due on or before six months from the date of
the note. Subsequent to the issuance of this note, we issued a
loan in the amount of $50,000 at an annual rate of 17%. The entire
principal and all accrued interest is collectible six months from
the date of the note.
We have yet to generate revenues. Although we have obtained debt
financing from third parties, we do not have significant financial
resources or other material assets, nor do we have an established
source of revenue sufficient to cover our operating costs to
continue operating indefinitely. Until that time, our officers and
directors have committed to advance our operating costs interest
free on an as-needed basis.
Our officers and directors are involved in other business
activities and may become involved in other business opportunities.
If a specific business opportunity becomes available, they may face
a conflict in selecting between Future Carz and their other
business interests. We have not formulated a policy for the
resolution of such conflicts.
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
------- --------------------------------------
3 Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed
July 13, 1999. Incorporated by reference to the
exhibits to the Company's General Form For
Registration Of Securities Of Small Business
Issuers on Form 10-SB, previously filed with the
Commission.
(b)By-Laws of the Company adopted July 16, 1999.
Incorporated by reference to the exhibits to the
Company's General Form For Registration Of
Securities Of Small Business Issuers on Form
10-SB, previously filed with the Commission.
23 Consent of Experts and Counsel
Consents of independent public accountants
27 Financial Data Schedule
Financial Data Schedule of Future Carz.com, Inc.
ending September 30, 2000
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.com, Inc.
(Registrant)
Date: October 25, 2000
By: /s/ Hal Crawford
Hal Crawford, President
