UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Future Carz.com, Inc.
(Name of Small Business Issuer in its charter)
Nevada 88-0431029
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
12624 Carmel Country Road, #82 92130
(Address of principal executive offices) (zip code)
Issuer's telephone number: (619) 699-8900
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
____________________ ____________________
____________________ ____________________
Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 20,000,000 shares
authorized, 5,328,087 issued and outstanding as of February 3,
2000.
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Part I 3
Item 1. Description of Business 3
Item 2. Management's Plan of Operation 7
Item 3. Description of Property 8
Item 4. Security Ownership of Management 9
Item 5. Directors, Executives, Officers and
Significant Employees 9
Item 6. Executive Compensation 10
Item 7. Certain Relationships and Related
Transactions 10
Part II 12
Item 1. Legal Proceeding 12
Item 2. Market for Common Equity and Related
Stockholder Matters 12
Item 3. Recent Sales of Unregistered
Securities 13
Item 4. Description of Securities 13
Item 5. Indemnification of Directors and
officers 14
Part F/S 16
Item 1. Financial Statements 16
Part III 17
Item 1. Index to Exhibits 17
Item 2. Description of Exhibits 18
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Part I
Item 1. Description of Business
A. Business Development and Summary
Future Carz.com, 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. The
articles of the Company authorized the issuance of twenty million
(20,000,000) shares of Common Stock at a par value of $0.001 per
share and five million (5,000,000) shares of Preferred Stock, par
value $0.001 per share. The Company is filing this Form 10-SB
voluntarily with the intention of establishing the fully reporting
status with the SEC. The fully reporting status with the SEC is a
necessary step in accomplishing the Company's goal of having its
stock listed on the Over-the-Counter Bulletin Board in the future.
Consequently, the Company will continue to voluntarily file all
necessary reports and forms as required by existing legislation and
the SEC rules.
The Company is a developmental stage company with a principal
business objective to provide automobile information and purchasing
services via the Internet to assist consumers in researching,
evaluating and buying new and pre-owned vehicles. In addition, the
Company seeks to offer services to enable consumers to purchase
automotive-related products and services such as insurance,
financing and automobile parts.
The Company currently operates a web site at
www.futurecarz.com, where visitors are able to search for
automobile-related information and services. The Company is
enrolled in an affiliate program, through which it receives
remuneration for referrals to other automotive web site.
Remuneration is based upon the following factors: (i) the level of
traffic directed to affiliates, (ii) the number of price inquiries
submitted and (iii) the number of sales realized as a result of
referrals. The Company, however, has limited operating history,
and must be considered a developmental stage company. Future
operations are dependent upon management's ability to attract and
retain users, of which there can be no assurance. Management must,
among other things, develop and market the Company's vehicle
information and purchasing services.
B. Business of Issuer
(1) Principal Services and Principal Markets
Future Carz seeks to provide consumers with automotive-related
information and services via the Internet. The Company's principal
objective is to allow consumers to research information about
vehicle models, options and dealer costs to be able to make
informed purchase decisions. The Company believes that consumers
have traditionally been dependent upon dealers and third-party
vendors for such information. The Company has entered into, and
seeks to continue to pursue, affiliate programs to deliver vehicle-
related information and commerce services to consumers.
Visitors to the Company's web site will be given the
opportunity to search for information regarding new or used car
prices and specifications, vehicle parts, automotive auctions and
vehicle insurance. Based upon a user's selected interest, they
will connect to an affiliate, where consumers will be provided with
the requested information or service.
The Company intends to invest in the enhancement of current
operations and the development of future service offerings. The
market for vehicle information and purchasing services is
fragmented, rapidly evolving and intensely competitive. Barriers
to entry are minimal, and current and new competitors can conduct
operations at a relatively low cost. The Company anticipates
competing with (i) various online companies that provide similar
services as those of the Company, (ii) individuals who are
knowledgeable of the procedures and processes to negotiate
automobile purchases, and (iii) traditional media companies that
compile, from third-parties, or develop, internally, independent
proprietary automobile information.
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(2) Distribution Methods of Services
The Company's objective is to provide vehicle information and
purchasing services to consumers over the World Wide Web. The
Company currently operates a web site (www.futurecarz.com) through
which consumers are able to research vehicles they are interested
in purchasing and subsequently submit pricing inquiries to member
automobile dealerships. The Company intends to market its services
through the use of Internet banner advertising, initially, and
radio or television commercials and print materials within the next
twelve (12) to twenty-four (24) months. In addition, the Company
presently engages Internet portal sites and search engines, as well
as linking and affiliate programs, to increase awareness of the
Company's services.
Utilize Technology to Maximize Business Impact. The Company
intends to utilize the unique efficiencies of the Internet to (i)
personalize the vehicle purchasing experience by delivering
information the consumer desires, (ii) educate consumers about
various vehicle makes and models and (iii) capitalize on the
economic advantages of lower overhead and increased geographic
coverage relative to traditional automobile information providers.
The Company's success will depend, in part, on its ability to
enhance existing services and develop new services both internally,
through research and development, and externally via third-party
license or purchase agreements. If the Company is unable to adapt
to changing market conditions, merchant requirements or emerging
industry standards, its business would be materially adversely
affected.
Performance-Based Affiliate Program. The Company has entered
into affiliate programs to deliver automobile-related services.
The Company expects to receive monetary compensation based upon the
level of traffic it directs to affiliates, the number of price
quotes requested by referred visitors and the number of purchases
by referred visitors, all of which are monitored and recorded by
independent third-party administrators. The Company's current
programs are intended to be non-exclusive and may be terminated at
the discretion of either party, and management therefore does not
anticipate that these programs will prevent the Company from
entering into further affiliate programs with other online sources.
In addition, the Company may seek to enter into affiliate programs
whereby it would provide monetary compensation to web sites that
direct traffic to the Future Carz web site, with the goal of
increasing brand awareness. Future Carz depends on the growing use
and acceptance of the Internet as an effective medium of commerce
by merchants and customers. Decreased levels of e-commerce
transactions and the lack of acceptance of the Internet as a medium
of commerce could have a material adverse effect on the Company's
operations.
Pursue Strategic Alliances. The Company may pursue strategic
alliances with partners who have established operations. The
Company believes that these joint venture relationships, if
successful, will allow the Company to gain additional insight,
expertise and penetration in markets where joint venture partners
already operate, and may increase the Company's revenue and income
growth. No specific joint venture agreements have been signed, and
no assurance can be given that any agreements will be effected, or
if effected, will be successful.
Management believes that the primary competitive factors
affecting its operations are reputation and reliability, speed and
efficiency of web site operations, quality of affiliates,
marketing, convenience, and brand recognition. There can be no
assurance that the Company will be able to compete successfully
against potential competitors, and competitive pressures faced by
the Company may have a material adverse effect on the Company's
business, prospects, financial condition and results of operations.
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(3) Status of Any Announced New Service
The Company has limited operating history, and as a start-up
and development stage company, the Company has no new services to
announce. The Company incorporated under the laws of the State of
Nevada on July 13, 1999. Activities to date have been limited
primarily to organization, initial capitalization, finding and
securing a management team and board of directors, the development
of a business plan, developing a web site, entering into affiliate
programs and commencing with initial operational plans.
As of February 3, 2000, the Company has developed a business
plan, developed an Internet site, recruited and retained a CEO and
established what steps need to be taken to achieve the results set
forth in this Registration Statement.
(4) Industry Background
The market for cars and lightweight trucks ("vehicles") and
related products and services has served to make the automobile
industry one of the largest in the world. Despite its size and
impact, the new and pre-owned vehicle market utilizes a
distribution infrastructure that is fragmented and inefficient for
both consumers and dealers. The Company believes that a
combination of the competitive dealership landscape and a
salesperson compensation system based on sales dollar volume rather
than sales unit volume has contributed to an unpleasant buying
experience for consumers and a decline in profit margins for
dealers. As a result, consumers often perceive dealerships as
pressure-filled environments where they must make purchase
decisions with incomplete information. Further, when purchasing
pre-owned vehicles as compared to new vehicles, consumers are
confronted with vehicles that have unique prices, accessories,
mileage, history of use and maintenance records. The higher profit
contribution to the dealer from the sale of a pre-owned vehicle, as
compared to that of a new vehicle, further increases the pressure
for the dealer to complete a sale and often makes the process more
difficult for the consumer. In addition, consumers historically
have not had access to competitively priced automotive-related
products and services in a single centralized location.
The Online Automotive Opportunity
The Company believes that, like other industries, vehicle
manufacturers, dealers and vendors of related products and services
increasingly desire to use the Internet to improve consumer
interaction, information management and sales. However, to benefit
from the Internet opportunity, dealers, vehicle manufacturers and
related vendors must address the need for sophisticated Web site
development and maintenance, increased demand for electronic
consumer interaction and support and integration of their Web sites
with existing internal systems. For consumers, while the Internet
substantially increases the amount of information available for
researching and evaluating automotive purchase decisions, this
information is often widely dispersed and typically not aggregated
at a central, organized source. In addition, a large portion of
this information is located on automotive manufacturers' own Web
sites, which the Company believes frequently do not provide
complete or unbiased content.
(6) Customers
The Company seeks to provide automobile-related information
and services to consumers via its web site (www.futurecarz.com).
The Company plans to market its services via traditional and
Internet advertising, telemarketing, affiliate programs and the
referral process. As of February 3, 2000, the Company has
generated no sales revenues. Future revenues and profits will
depend upon various factors, including market acceptance of the
Company's services and general economic conditions. The Company
does not anticipate that its revenues will be dependent, however,
on any one or even a few major customers.
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(7) Patents, Trademarks, Licenses or Contracts
The Company believes that its success is dependent in part on
its ability to establish a recognizable brand image. Management
intends to rely primarily on trade secret, trademark and copyright
laws, treaties and contractual agreements to establish and protect
its potential proprietary rights. There can be no assurance that
the steps taken by the Company will be sufficient to prevent
misappropriation of its proprietary rights or that the Company's
competitors will not independently develop methods or operations
that are substantially equivalent or superior to the Company's.
Policing unauthorized use of the Company's proprietary and
other intellectual property rights could entail significant expense
and could be difficult or impossible. In addition, there can be no
assurance that third parties will not bring claims of copyright or
trademark infringement against the Company or claim that certain of
the Company's processes or features violates a patent. There can
be no assurance that third parties will not claim that the Company
has misappropriated their creative ideas or formats or otherwise
infringed upon their proprietary rights. Any claims of
infringement, with or without merit, could be time consuming to
defend, result in costly litigation, divert management attention,
require the Company to enter into costly royalty or licensing
arrangements to prevent the Company from using important
technologies or methods, any of which could have a material adverse
effect on the Company's business, financial condition or operating
results.
(8) Regulation
A number of legislative and regulatory proposals under
consideration by federal, state, local and foreign governmental
organizations may lead to laws or regulations concerning various
aspects of the Internet, including, but not limited to, online
content, user privacy, taxation, access charges, liability for
third-party activities and jurisdiction. The adoption of new laws
or the application of existing laws may decrease the growth in the
use of the Internet, which could in turn decrease the demand for
the Company's services, increase the Company's cost of doing
business or otherwise have a material adverse effect on the
Company's business, results of operations and financial condition.
Prohibition and restriction of Internet content could dampen the
growth of Internet use, decrease the acceptance of the Internet as
a communications and commercial medium, expose the Company to
liability, and/or require substantial modification of the Company's
products and services, and thereby have a material adverse effect
on the Company's business, results of operations and financial
condition.
(9) Effect of Existing or Probable Government Regulations
It is unclear how the various states will interpret the
existing laws regarding the Company's business. In the event that
individual states' regulatory requirements change or additional
requirements are imposed on the Company, Management may be required
to modify aspects of the Company business in those states in a
manner that might undermine the attractiveness of the Future Carz
purchase process to consumers, automotive-related vendors or
advertisers or require the Company to terminate operations in that
state, either of which could have a material adverse effect on the
Company's business, results of operations and financial condition.
(12) Employees
The Company presently has one (1) full-time and one (1) part-
time employee. The Company's employees are currently not
represented by a collective bargaining agreement, and the Company
believes that its relations with its employees are good.
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(13) Year 2000
Although the Company plans to use only new technologies and
systems developed within the past five (5) years, the Company has
never viewed this as a guarantee of immunity against the millennium
"bug." The Company has developed Year 2000 compliance procedures
that Management believes are sufficient for industry standards. A
more detailed discussion of the issue and the Company's plans for
dealing with it is included in Item 2: Management's Discussion and
Plan of Operation.
Item 2. Management's Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately five (5) month operating period
ended November 30, 1999, the Company incurred a net loss of $15,570
for selling, general and administrative expenses related to start-
up operations. On July 16, 1999, one (1) founding shareholder
purchased 4,000,000 shares of the Company's authorized common
stock, par value $0.001 per share, paid for on July 29, 1999 with
cash of $4,000.00. This original stock offering was made pursuant
to Section 4(2) of the Securities Act of 1933, as amended.
Additionally, in November of 1999, the Company completed an
offering of one million three hundred twenty eight thousand eighty
seven (1,328,087) shares of the common stock of the Company to
approximately seventy-four (74) unaffiliated shareholders. This
offering was made in reliance upon an exemption from the
registration provisions of the Securities Act of 1933, as amended,
pursuant to Regulation D, Rule 504 of the Act. As of the date of
this filing, the Company has five million three hundred twenty
eight thousand eighty seven (5,328,087) shares of its $0.001 par
value common voting stock issued and outstanding which are held by
approximately seventy five (75) shareholders of record. The
Company currently has no arrangements or commitments for accounts
and accounts receivable financing. Future operations may be
dependent upon the Company's ability to secure sufficient sources
of financing. The Company, however, believes it will be able to
satisfy its obligations internally for the next six (6) to twelve
(12) months from the proceeds of its offering and through any
future revenues the Company may experience. The Company does not
expect to require additional sources of financing at this time,
however, there can be no assurance that any such financing can be
obtained or, if obtained, that it will be on reasonable terms, in
the event the Company requires such financing.
This is a development stage company. The Company believes
that its initial revenues will be primarily dependent upon the
Company's ability to cost effectively and efficiently provide
vehicle-related information and purchasing services to consumers.
The Company designates as its priorities for the next twelve (12)
months of operations as enhancing and marketing its services to
establish its business in the automotive products and services
industry. The affiliate programs the Company has entered into is
expected to provide the Company with access to automotive content
and services and incremental revenue until such time as the Company
is able to provide those services internally. Realization of
revenues from the affiliate programs is not expected to be
significant, and Management does not anticipate relying on such
revenue. However, future revenues and profits are expected to
depend upon various factors, including, but not limited to: the
ability to internally develop, through research and development,
automotive information and purchasing services and market
acceptance of the Company's services, which is expected to be the
Company's sole source of revenue. There can be no assurance,
however, that the Company will be able to compete successfully or
that the competitive pressures the Company may face will not have a
material adverse effect on the Company's business, results of
operations and financial condition. The Company faces all of the
risks, expenses and difficulties frequently encountered in
connection with the expansion and development of a new business.
Additionally, a superior competitive service or technology could
force the Company out of business.
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The Company uses a significant number of computer software
programs and operating systems in its internal operations,
including applications used in financial business systems and
various administrative functions. Although the Company's software
applications contain source code that appropriately interpreted the
calendar year 2000, failure by the Company to make any future
modifications resulting from "Year 2000" could result in systems
interruptions or failures that could have a material adverse effect
on the Company's business. The Company has not incurred, nor
anticipates that it will incur material expenses to make its
computer software programs and operating systems "Year 2000"
compliant. However, there can be no assurance that unanticipated
costs necessary to update software, or potential systems
interruptions, will not exceed the Company's expectations and have
a material adverse effect on the Company's business, financial
condition and results of operations. In addition, failure by key
service providers to the Company, such as its Web hosting service
provider to make any future modifications resulting from "Year
2000" could result in systems interruptions or failures that could
have a material adverse effect on the Company's business.
As of November 30, 1999, the Company has yet to generate any
revenues, and there can be no assurance that the Company will
generate revenues over the next six (6) to twelve (12) months of
operations.
(3) Management believes that the Company's future growth and
success may be largely dependent on its ability to develop,
internally through strategic alliances and research and
development, or acquire, externally through licensing or purchasing
from third-party vendors, products and technology to meet the
evolving needs of its prospective customers. The Company believes
that the long-term success of its service offerings and technology
may require substantial research and development.
The Company has yet to incur any research and development
costs from July 13, 1999 (date of inception) through November 30,
1999. In addition, the Company does not anticipate incurring any
substantial research and development costs through the fiscal and
calendar year ending December 31, 2000.
(4) The Company's office space is provided by an officer and
director of the Company at no cost to the Company. Otherwise, the
Company currently does not have nor expects to purchase any
facilities or equipment.
(5) Principal shareholders of the Company have agreed to provide
consulting services to the Company
without charging consultant or finders' fees.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 12624
Carmel Country Road, #82, San Diego, California 92130. The
dimension of the office space is approximately five (5) feet by six
(6) feet and it contains a desk, phone and computer, and is only
used to make or receive phone calls and review the Company's web
site. The sole officer and director of the Company provides the
office space at no cost to the Company, and there is no additional
expense to the officer for allowing the Company to utilize this
minimal space. The Company does not have any additional
facilities. Additionally, there are currently no proposed programs
for the renovation, improvement or development of the properties
currently being utilized by the Company. It is the Company's
opinion that the "brick and mortar" business office equivalents of
the past are unnecessary for Future Carz' success. However, in the
event that the Company requires additional office space, Management
believes there are suitable commercial office spaces available at
reasonable prices.
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Item 4. Security Ownership of Management
A. Security Ownership of Management
The following table sets forth information as of the date of
this Registration Statement certain information with respect to the
beneficial ownership of the Common Stock of the Company concerning
stock ownership by (i) each director, (ii) each executive officer,
(iii) the directors and officers of the Company as a group, (iv)
and each person known by the Company to own beneficially more than
five percent (5%) of the Common Stock. Unless otherwise indicated,
the owners have sole voting and investment power with respect to
their respective shares.
Amount
Title Name and Address of shares Percent
Of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ------ --------------------- -------------- --------- -------
Common Hal Crawford President, CEO 4,000,000 75.07%
And Director
Common All Executive Officers
and Directors as a Group
(1 Person) 4,000,000 75.07%
The address for Mr. Crawford is as follows: 12624 Carmel Country
Road, #82, San Diego, California 92130.
Item 5. Directors, Executive Officers and Significant
Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and
executive officers are as follows:
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Name Age Position Date Appointed
- ----------------- --- ---------------------- ----------------------
Hal Crawford 42 President, Treasurer July 16, 1999
and Director
Denise Crawford 40 Secretary and Director February 1, 2000
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B. Work Experience
Hal B. Crawford, President, Secretary, Treasurer and Chief
Executive Officer - Mr. Crawford has been involved in the
automotive sales industry for nearly a decade. His professional
experience began as a salesperson with Carlsbad Volvo, where Mr.
Crawford directed sales, consisting of product demonstrations and
negotiation of sales prices. In 1993, Mr. Crawford took the
position of assistant sales manager at Acura Mission Viejo, where
he assisted in inventory control as well as working with the sales
team and finance department. In 1995, he completed training at the
Acura Customer Development Program. Later that same year, Mr.
Crawford accepted a position at B.M.W. of San Diego as a Fleet
Manager, handling fleet sales for automobile brokers as well as
auto rental agencies. In 1999, he completed the B.M.W. Competitive
Selling Skills Workshop.
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Denise Crawford, Secretary and Director - Denise Crawford has
been involved in the business marketing industry for 20 years.
While in the property management field for about 12 years, she
negotiated real estate transactions, as well as organized
construction projects to bring residential real estate up to code
to be used as rental property. During the last seven years, Mrs.
Crawford has gained experience in public relations and marketing in
San Diego's political and business arena. While working with two
different ground transportation companies, she gave presentations
to corporations, developed advertising ideas, as well as
negotiating contracts. At present, Mrs. Crawford is working for
the City of San Diego with the city council. Her current
responsibilities include briefing Councilman George Stevens on
various issues such as the development of the downtown ball park,
the Work Force Partnership program and speaking on behalf of the
Councilman at public events.
C. Family Relationships
Mr. Hal Crawford and Mrs. Denise Crawford are married.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have an employment agreements
with its executive officers but expects to sign employment
agreements upon approval of public listing. No executive officer
of the Company prior to February 3, 2000 drew a formal salary from
the Company. Over the next twelve months, however, the executive
officers are expected to draw the following annual compensation.
The Company does not currently have a stock option plan.
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
Hal Crawford President and CEO $25,000
Denise Crawford Secretary and Director$ 7,000
1. Mrs. Crawford's salary will be minimal and supplementary to
Mr. Crawford's salary until such a time as the Company reaches
positive cash flow.
Item 7. Certain Relationships and Related Transactions
On July 13, 1999, the Company was incorporated as Future
Carz.com, Inc. On July 16, 1999, the initial meeting of the Board
of Directors convened. At this meeting, the Company accepted a
written offer from the following individual: Hal Crawford to
purchase a total amount of 4,000,000 shares of Common Stock of the
Company, $0.001 par value.
On July 16, 1999, the Company initiated an offering of
securities pursuant to Regulation D, Rule 504, and sold exactly
1,328,087 shares of Common Stock of the Company, $0.001 par value,
at $0.05 per share. The offering was formally closed and all
subscriptions were accepted on or before November 30, 1999. The
Company's shares are not currently traded on a public exchange.
The Company has voluntarily submitted this registration statement
with the Commission with the goal of establishing the fully
reporting status.
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On January 28, 2000, the Company unanimously appointed Mrs.
Denise Crawford, wife of Mr. Hal Crawford, as Secretary and
Director of the Company.
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Part II
Item 1. Legal Proceeding
None.
Item 2. Market for Common Equity and Related Stockholder
Matters
B. Holders
As of February 3, 2000, the Company had approximately 75
stockholders of record.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other
periodic reports as the Company may determine to be appropriate or
as may be required by law. Upon the effectiveness of this
Registration Statement, the Company will be required to comply with
periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
E. Transfer Agent
The Transfer Agent for the shares of common voting stock of
the Company is Shelley Godfrey, Pacific Stock Transfer Company,
5844 S. Pecos, Suite D, Las Vegas, Nevada 89120, (702)-361-3033.
F. Penny-Stock Limitations
The Securities Enforcement and Penny Stock Reform Act of 1990
requires additional disclosure in connection with trades in any
stock defined as a "penny stock." The Securities and Exchange
Commission (the "Commission") has adopted regulations that
generally define a penny stock to be any equity security that has a
market price of less than $5.00 per share, subject to certain
exceptions. Such exceptions include any equity security listed on
Nasdaq and any equity security issued by an issuer that has: (i)
net tangible assets of at least $2,000,000 if such issuer has been
in continuous operation for more than three years, (ii) net
tangible assets of at least $5,000,000 if such issuer has been in
continuous operation for less than three years, or (iii) average
annual revenue of at least $6,000,000 if such issuer has been in
continuous operation
for less than three years.
Unless exempt, for any transaction in a penny stock, the new
rules require delivery, prior to any transaction in a penny stock,
of a disclosure schedule prepared by the Commission explaining
important concepts involving the penny stock market, the nature of
such market, terms used in such market, the broker/dealer's duties
to the customer, a toll-free telephone number for inquiries about
the broker/dealer's disciplinary history, and the customer's rights
and remedies in case of fraud or abuse in the sale. Disclosure
also has to be made about commissions payable to both the
broker/dealer and the registered representative and current
quotations of the securities. Finally, monthly statements must be
send disclosing recent price information for the penny stock held
in the account and information on the limited market in penny
stocks. Non-Nasdaq stocks would not be covered by the definition
of penny stock for (i) issuers who have $2,000,000 in tangible
assets ($5,000,000 if the issuer has not been in continuous
operation for three years); (ii) transaction in which the customer
is an institutional accredited investor; and (iii) transactions
that are not recommended by the broker/dealer.
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In addition, if the Company's securities are not quoted on
Nasdaq or the Company does not have $2,000,000 in net tangible
assets, trading in the Company's securities would be covered by
Rules 15g-1 through 15g-6 promulgated under the Exchange Act for
non-Nasdaq and non-exchange listed securities. Under such rules,
broker/dealers who recommend such securities to persons other than
established customers and accredited investors must make a special
written suitability determination and obtain the purchaser's
written consent prior to sale. Securities are exempt from these
rules if the market price of the security is at least $5.00 per
share.
Because the Company's Common Stock will likely fall inside the
scope of the definition for a penny stock, the market liquidity for
the Company's securities could be severely affected. In such
event, the regulations on penny stocks could limit the ability of
broker/dealers to sell the Company's securities and thus the
ability of purchasers of the Company's securities to sell their
securities in the secondary market.
Item 3. Recent Sale of Unregistered Securities
On July 16, 1999, the Company issued 4,000,000 shares to Hal
Crawford, the President of Company. The shares were fully paid for
and non-assessable. Mr. Crawford paid $4,000.00, or $0.001 per
share, for his shares. As this was a private transaction, only
offered to the founder of the Company, it was a transaction by an
issuer not involving any public offering. These shares issued by
the Company were issued under Section 4(2) of the Securities Act of
1933. On November 30, 1999, the Company completed an offering of
shares of common stock of the Company pursuant to Regulation D,
Rule 504 of the Securities Act of 1933, as amended, whereby it sold
1,328,087 shares of Common Stock to approximately 75 unaffiliated
shareholders of record. These shares sold were sold at the price
of $0.05 per share. This offering was registered with the State of
Nevada, and said registration was granted by the State of Nevada on
October 5, 1999. The offering was sold exclusively in said state
in which it was registered. The Company sold less than $1 million
in a twelve month period. Finally the Company has a specific
business plan, is not an open ended investment company, and, at the
time of the 504 offering, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Act.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - the holders of outstanding shares of common
stock are entitled to receive dividends out of assets legally
available therefore at such times and in such amounts as the board
of directors of the Company may from time to time determine.
ii. Voting Rights - each holder of the Company's common stock
are entitled to one vote for each share held of record on all
matters submitted to the vote of stockholders, including the
election of directors. All voting is noncumulative, which means
that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The board
of directors may issue shares for consideration of previously
authorized but unissued common stock without future stockholder
action.
iii. Liquidation Rights - upon liquidation, the holders of the
common stock are entitled to receive pro rata all of the assets of
the Company available for distribution to such holders.
- -13-
<PAGE>
<PAGE>
iv. Preemptive Rights - holders of common stock are not
entitled to preemptive rights.
v. Conversion Rights - no shares of common stock are currently
subject to outstanding options, warrants or other convertible
securities.
vi. Redemption rights - no redemption rights exist for shares
of common stock.
vii. Sinking Fund Provisions - no sinking fund provisions exist.
viii. Further Liability For Calls - no shares of common stock
are subject to further call or assessment by the issuer. The
Company has not issued stock options as of the date of this
Registration Statement.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its
directors, officers and employees as follows: Every director,
officer, or employee of the Corporation shall be indemnified by the
Corporation against all expenses and liabilities, including counsel
fees, reasonably incurred by or imposed upon him/her in connection
with any proceeding to which he/she may be made a party, or in
which he/she may become involved, by reason of being or having been
a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of the Corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or
not he/she is a director, officer, employee or agent at the time
such expenses are incurred, except in such cases wherein the
director, officer, employee or agent is adjudged guilty of willful
misfeasance or malfeasance in the performance of his/her duties;
provided that in the event of a settlement the indemnification
herein shall apply only when the Board of Directors approves such
settlement and reimbursement as being for the best interests of the
Corporation.
The Bylaws of the Company further states that the Company
shall provide to any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or
agent of the corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit, litigation or
other proceedings which is specifically permissible under
applicable Nevada law. The Board of Directors may, in its
discretion, direct the purchase of liability insurance by way of
implementing the provisions of this Article. However, the Company
has yet to purchase any such insurance and has no plans to do so.
The Articles of Incorporation of the Company states that a
director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this Article
shall not eliminate or limit the liability of a director or officer
for (i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of the law or (ii) the unlawful
payment of dividends. Any repeal or modification of this Article
by stockholders of the corporation shall be prospective only, and
shall not adversely affect any limitation on the personal liability
of a director or officer of the corporation for acts or omissions
prior to such repeal or modification.
The Articles of Incorporation of the Company further states
that every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of
the corporation as a director or officer of another corporation, or
is a representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or
to be paid in a settlement) reasonably incurred or suffered by him
or her in connection therewith. Such right of indemnification
shall be a contract right which may be enforced in any manner
desired by such person. The expenses of officers and directors
incurred in defending a civil suit or proceeding must be paid by
the corporation as incurred and in advance of the final disposition
of the action, suit, or proceeding, under receipt of an undertaking
by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive
of any other right of such directors, officers or representatives
may have or hereafter acquire, and, without limiting the generality
of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law, or otherwise, as well as their
rights under this article.
- -14-
<PAGE>
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
- -15-
<PAGE>
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Future Carz.com, Inc. Page
Report of G. Brad Beckstead, CPA F-1
Balance Sheet as of November 30, 1999 F-2
Statement of Operations for the period
from July 13, 1999 through November 30, 1999 F-4
Statement of Stockholder's Equity for
the period from July 13, 1999 through
November 30, 1999 F-5
Statement of Cash Flows for the period
from July 13, 1999 through November 30, 1999 F-6
Notes to Financial Statements F-7
- -16-
<PAGE>
<PAGE>
BEGIN PART F/S
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
888.483.3827
INDEPENDENT AUDITOR'S REPORT
January 5, 2000
Board of Directors
Future Carz.com, Inc.
3110 S. Valley View, Ste. 105
Las Vegas, NV 89102
I have audited the Balance Sheet of Future Carz.com, Inc.(the
"Company") (A Development Stage Company), as of November 30,
1999, and the related Statements of Operations, Stockholders'
Equity, and Cash Flows for the period July 13, 1999 (Date of
Inception) to November 30, 1999. These financial statements are
the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I 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 statement
presentation. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Future Carz.com, Inc., (A Development Stage Company), as of July
13, 1999 (Date of Inception) to November 30, 1999, 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 3 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
G. Brad Beckstead, CPA
<PAGE>
<PAGE>
Future Carz.com, Inc.
(A Development Stage Company)
Balance Sheet
as of
November 30, 1999
and
Statements of Income,
Stockholders' Equity, and
Cash Flows
for the period
July 13, 1999 (Date of Inception)
through
November 30, 1999
<PAGE>
<PAGE>
TABLE OF CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheet 2
Income Statement 3
Statement of Stockholders' 4
Equity
Statement of Cash Flows 5
Footnotes 6
- -1-
<PAGE>
<PAGE>
Future Carz.com, Inc.
(A Development Stage Company)
Balance Sheet
November 30, 1999
ASSETS
Cash $15,250
Web development costs, net 20,000
Organizational costs, net 21,129
TOTAL ASSETS $56,379
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable $ 1,445
TOTAL LIABILITIES 1,445
Common Stock, $0.001 par value,
20,000,000 shares authorized;
5,328,087 shares issued
and outstanding at 11/30/99 5,328
Preferred Stock, $0.001 par
value, 5,000,000 shares
authorized; no shares issued
and outstanding at 11/30/99 -0-
Additional paid-in capital 65,176
Retained earnings (15,570)
TOTAL STOCKHOLDERS' EQUITY 54,934
TOTAL LIABILITIES AND $56,379
STOCKHOLDERS' EQUITY
See accompanying notes to financial statements.
- -2-
<PAGE>
<PAGE>
Future Carz.com, Inc.
(A Development Stage Company)
Income Statement
For the period
July 13, 1999 (Date of Inception)
to November 30, 1999
Revenue $ -0-
Marketing 550
General and 15,020
administrative
expenses
Net income or $(15,570)
(loss)
Weighted average
number of
common shares 5,328,087
outstanding
Net income or $ -0-
(loss) per share
See accompanying notes to financial statements.
- -3-
<PAGE>
<PAGE>
Future Carz.com, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period
July 13, 1999 (Date of Inception) to November 30, 1999
Deficit
Accumulated
Additional During Total
Common Stock paid-in Development Stockholder
Shares Amount Capital Stage Equity
--------- --------- --------- --------- ----------
July 29, 1999 4,000,000 4,000.00 4,000.00
Founders shares
issued for services
July 29, 1999 100.00 100.00
Donated capital for
administrative expenses
November 30, 1999 1,328,087 1328.00 65,076.00 66,404.00
Stock issued for cash
Net Loss, (15,570.00) (15,570.00)
July 13, 1999
(inception) to
November 30, 1999
Balance as of 5,328,087 5,328.00 65,176.00 (15,570.00) 54,934.00
November 30, 1999 ========= ======== ========= =========== =========
<PAGE>
<PAGE>
Future Carz.com, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the period
July 13, 1999 (Date of Inception) to November 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ( 15,570)
Increase in web development ( 20,000)
costs
Increase in organizational ( 21,129)
costs
Increase in accounts payable 1,445
Net cash used by operating ( 55,254)
activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Net cash used by investing -0-
activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of capital stock 5,328
Additional paid-in capital 65,176
Net cash provided by financing 70,504
activities
Beginning cash, July 13, 1999 -0-
(Date of Inception)
Ending cash, November 30, 1999 15,250
NON-CASH TRANSACTIONS
Interest expense -0-
Income taxes -0-
See accompanying notes to financial statements.
- -4-
<PAGE>
<PAGE>
Future Carz.com, Inc.
(A Development Stage Company)
Footnotes
November 30, 1999
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 no 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.
On July 29, 1999, the Company issued 4,000,000 shares of its
$0.001 par value common stock to its directors for services in
the amount of $4,000.00. $100.00 cash was received from the
Company's directors and is considered additional paid-in capital.
On November 30, 1999, the Company issued 1,328,087 shares of its
$0.001 par value common stock to investors for a total amount of
$66,404.00. $1,328.00 represents common stock and $65,076.00
represents additional paid-in capital.
There have been no other issuances of common or preferred stock.
Note 2 - Accounting policies and procedures
Accounting policies and procedures have not been determined
except as follows:
1. The Company uses the accrual method of accounting.
2. The cost of web development, $20,000.00, is being amortized
over a period of 60 months (November 1, 1999 through October 31,
2004).
3. The cost of organization, $21,129.00, is being amortized
over a period of 60 months (November 1, 1999 through October 31,
2004).
4. Earnings per share is computed using the weighted average
number of shares of common stock outstanding.
5. The Company has not yet adopted any policy regarding payment
of dividends. No dividends have been paid since inception.
6. The cost of equipment is depreciated over the estimated
useful life of the equipment utilizing the straight line method
of depreciation.
7. The Company will review its need for a provision for federal
income tax after each operating quarter and each period for which
a statement of operations is issued.
8. The Company has adopted December 31 as its fiscal year end.
- -6-
<PAGE>
<PAGE>
Future Carz.com, Inc.
(A Development Stage Company)
Footnotes
November 30, 1999
Note 3 - 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.
However, the Company has not commenced its planned principal
operations. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern.
Note 4 - Related party transactions
The Company does not lease or rent any property. Office services
are provided without charge by a director. 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 5 - Warrants and options
There are no warrants or options outstanding to acquire any
additional shares of common stock.
Note 6 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use
two digits rather than four to identify a year. Date-sensitive
systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using year 2000 dates is
processed. In addition, similar problems may arise in systems
which use certain dates in 1999 to represent something other than
a date. The effects of the Year 2000 issue may be experienced
before, on, or after January 1, 2000, and if not addressed, the
impact on operations and financial reporting may range from minor
errors to significant system failure which could affect an
entity's ability to conduct normal business operations. It is
not possible to be certain that all aspects of the Year 2000
issue affecting the entity, including those related to the
efforts of customers, suppliers, or other third parties will be
fully resolved.
- -7-
END PART F/S
<PAGE>
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of
Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed July 13, 1999
(b) By-Laws of the Company adopted July 16, 1999
23. Consent of Experts and Counsel
Consents of independent public accountants
27. Financial Data Schedule
Financial Data Schedule of Future Carz.com, Inc.
ending November 30, 1999
- -17-
<PAGE>
<PAGE>
Item 2. Description of Exhibits
Exhibit
Number Name and/or Identification of Exhibit
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed July 13, 1999
(b) By-Laws of the Company adopted July 16, 1999
23. Consent of Experts and Counsel
Consents of independent public accountants
27. Financial Data Schedule
Financial Data Schedule of Future Carz.com, Inc.
ending November 30, 1999
- -18-
<PAGE>
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Future Carz.com, Inc.
(Registrant)
Date: February 3, 2000
By: /s/ Hal Crawford
Hal Crawford, President, Treasurer and Director
By: /s/ Denise Crawford
Denise Crawford, Secretary and Director
- -19-
ARTICLES OF INCORPORATION
OF
Future Carz.com, Inc.
1. Name of Company:
Future Carz.com, Inc.
2. Resident Agent:
The resident agent of the Company is:
Campbell Mello Associates, Inc.
3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3. Board of Directors:
The Company shall initially have one director (1)
who is Hal B. Crawford, 156 4th Street, Unit A, Del Mar, CA
92014. This individual shall serve as director until their
successor or successors have been elected and qualified.The
number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the
corporation shall have authority to issue shall consist of
20,000,000 shares of Common Stock having a $.001 par value,
and 5,000,000 shares of Preferred Stock having a $.001 par
value. The Common and/or Preferred Stock of the Company may
be issued from time to time without prior approval by the
stockholders. The Common and/or Preferred Stock may be
issued for such consideration as may be fixed from time to
time by the Board of Directors. The Board of Directors may
issue such share of Common and/or Preferred Stock in one or
more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
corporation shall not have any preference, preemptive right
or right of subscription to acquire shares of the
corporation authorized, issued, or sold, or to be
authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and
convertible into shares of the corporation, nor to any right
of subscription thereto, other than to the extent, if any,
the Board of Directors in its sole discretion, may determine
from time to time.
The Common Stock of the Corporation, after the
amount of the subscription price has been fully paid in, in
money, property or services, as the directors shall
determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no
Common Stock issued as fully paid shall ever be assessable
or assessed, and the Articles of Incorporation shall not be
amended to provide for such assessment.
<PAGE>
<PAGE>
6. Directors' and Officers' Liability
A director or officer of the corporation shall not
be personally liable to this corporation or its stockholders
for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the
personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
7. Indemnity
Every person who was or is a party to, or is
threatened to be made a party to, or is involved in any such
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by the reason of the fact
that he or she, or a person with whom he or she is a legal
representative, is or was a director of the corporation, or
who is serving at the request of the corporation as a
director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses,
liability and loss (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in a settlement)
reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired
by such person. The expenses of officers and directors
incurred in defending a civil suit or proceeding must be
paid by the corporation as incurred and in advance of the
final disposition of the action, suit, or proceeding, under
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the corporation. Such right
of indemnification shall not be exclusive of any other right
of such directors, officers or representatives may have or
hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Without limiting the application of the foregoing,
the Board of Directors may adopt By-Laws from time to time
without respect to indemnification, to provide at all times
the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the corporation to purchase
or maintain insurance on behalf of any person who is or was
a director or officer
8. Amendments
Subject at all times to the express provisions of
Section 5 on the Assessment of Shares, this corporation
reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by
statute or the Articles of Incorporation or said By-Laws,
and all rights conferred upon shareholders are granted
subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) Subject to the By-Laws, if any,
adopted by the shareholders, to make, alter or repeal the By-
Laws of the corporation;
<PAGE>
<PAGE>
(b) To authorize and caused to be executed
mortgages and liens, with or without limitations as to
amount, upon the real and personal property of the
corporation;
(c) To authorize the guaranty by the corporation
of the securities, evidences of indebtedness and obligations
of other persons, corporations or business entities;
(d) To set apart out of any funds of the
corporation available for dividends a reserve or reserves
for any proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the
whole board, to designate one or more
committees to consist of one or more directors of the of the
corporation, which, to the extent provided on the resolution
or in the By-Laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the
management of the affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees
shall have name and names as may be stated in the By-Laws of
the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall
be exercised by the Board of Directors except as otherwise
herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on
[DATE]Tuesday, February 08, 2000, hereby declaring and
certifying that the facts stated hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
Signature: /s/Thomas C. Cook, Esq.
State of Nevada )
County of Clark )
This instrument was acknowledged before me on
July 12,1999 by Thomas C. Cook.
/s/Matthew J. Blevins
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent:
I, ANTHONY M. MELLO III, as a principal of Campbell Mello
Associates, Inc."(CMA), hereby accept appointment of CMA as
the resident agent for the above referenced company.
Signature: /s/Anthony M. Mello III
BYLAWS
OF
Future Carz.com, Inc.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of
Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors may
designate or as the business of the Corporation may require
from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the first day in the month of
October in each year, beginning with the year 1999, at the
hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall
be held on the next business day. If the election of
Directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders
as soon thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than fifty percent
(50%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors
may designate any place, either within or without the State
of Nevada, unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting. A waiver of
<PAGE>
<PAGE>
notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without
the State of Nevada, unless otherwise prescribed by statute,
as the place for the holding of such meeting. If no
designation is made, the place of the meeting will be the
principal office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be
closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date
in any case to be not more than fifty (50) days and, in case
of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the
stock transfer books are not closed and no record date is
fixed for determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which
notice of the meeting is
<PAGE>
<PAGE>
mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to
any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or at any
adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such
list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder by his/her duly
authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the Corporation before or at the time of
the meeting.
SECTION 9. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
<PAGE>
<PAGE>
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into
his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and the shares held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors
shall be responsible for the control and management of the
affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the
Articles of Incorporation or by statute expressly conferred
upon or reserved to the shareholders.
<PAGE>
<PAGE>
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one
(1). Each director shall hold office until the next annual
meeting of shareholders and until his/her successor shall
have been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding
of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting
of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto by
written notice delivered personally or mailed to each
director at his business address, or by telegram. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the notice
be given to the telegraph company. Any directors may waive
notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board
of Directors may be had by means of a telephone conference
or similar communications equipment by which
<PAGE>
<PAGE>
all persons participating in the meeting can hear each
other, and the participation in a meeting under such
circumstances shall constitute presence at the meeting.
SECTION 8. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his/her predecessor in
office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of directors by the
shareholders.
SECTION 11. Resignation. Any director may resign at
any time by giving written notice to the Board of Directors,
the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice such resignation
shall take effect upon receipt thereof by the Board of
Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed with
or without cause at any time by the affirmative vote of
shareholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of
the Board.
SECTION 13. Compensation. By resolution of the Board
of Directors, each director may be paid for his/her
expenses, if any, of attendance at each meeting of the
<PAGE>
<PAGE>
Board of Directors, and may be paid a stated salary as
director or a fixed sum for attendance at each meeting of
the Board of Directors or both. No such payment shall
preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 14. Contracts. No contract or other
transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the
fact that one or more of the directors of this Corporation
is or are interested in, or is a director or officer, or are
directors or officers of such other corporations, provided
that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any
director, personally and individually, may be a party to or
may be interested in any contract or transaction of this
Corporation, and no directors shall be liable in any way by
reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a
majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken.
Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall
not be construed to impair, invalidate or in any way affect
any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
from time to time designate from among its members an
executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such
powers and authority (to the extent permitted by law) as may
be provided in such resolution. Each such committee shall
serve at the pleasure of the Board.
<PAGE>
<PAGE>
SECTION 16. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his/her dissent shall be entered into the minutes of
the meeting or unless he/she shall file written dissent to
such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward
such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation
shall be a President, one or more Vice Presidents, a
Secretary, and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any
office except those of President and Secretary. Any two or
more offices may be held by the same person. Officers may
be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers
of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his/her successor shall
have been duly elected and shall have qualified, or until
his/her death, or until he/she shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, or to the President or the Secretary
<PAGE>
<PAGE>
of the Corporation. Unless otherwise specified in such
written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 4. Removal. Any officer or agent may be
removed by the Board of Directors whenever, in its judgment,
the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be
terminable at will.
SECTION 5. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 6. President. The President shall be the
principal executive officer of the Corporation and, subject
to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He/she shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman will preside. The President may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 7. Vice President. In the absence of the
President or in event of his/her death, inability or refusal
to act, the Vice President shall perform the duties of the
<PAGE>
<PAGE>
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned by the President or by the
Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board
of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date
having first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep
the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more minute book provided
for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the president
certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer
books of the Corporation; and (g) in general perform all
duties incident to the office of the Secretary and such
other duties as from time to time may be assigned by the
President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in
general perform all of the duties incident to the office of
<PAGE>
<PAGE>
Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of
Directors.
SECTION 10. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he/she is also a director of the
corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or agent of
the Corporation shall execute to the Corporation a bond in
such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all
property, funds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations.
Whenever the Corporation is the holder of shares of stock of
any other corporation, any right of power of the Corporation
as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on
behalf of the Corporation by the President, any Vice
President or such other person as the Board of directors may
authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses
and liabilities, including counsel fees, reasonably incurred
by or imposed upon him/her in connection with any proceeding
to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director,
officer, employee or agent is
<PAGE>
<PAGE>
adjudged guilty of willful misfeasance or malfeasance in the
performance of his/her duties; provided that in the event of
a settlement the indemnification herein shall apply only
when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or
was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically
permissible under applicable law.
The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing
the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors.
<PAGE>
<PAGE>
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such a
form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors to do so, and sealed with the
corporate seal. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and
canceled, except that in the case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes. Provided, however, that
upon any action undertaken by the shareholders to elect S
Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders' agreement thereto
restricting the transfer of said shares so as to disqualify
<PAGE>
<PAGE>
said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreement
is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the
first day of January and end on the thirty first day of
December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions
provided by law and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or director of
the Corporation under the provisions of these Bylaws or
under the provisions of the Articles of Incorporation or
under the provisions of the applicable Business Corporation
Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the
giving of such notice.
<PAGE>
<PAGE>
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the 17th day of
October, 1998.
/s/ Hal B. Crawford
Secretary
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
888.483.3827
January 5, 2000
To Whom It May Concern:
The firm of G. Brad Beckstead, CPA, consents to the inclusion of
my report of January 5, 2000, on the Financial Statements of
Future Carz.com, Inc. from the inception date of July 13, 1999
through November 30, 1999, in any filings which are necessary now
or in the near future to be filed with the US Securities and
Exchange Commission.
Signed,
/s/G. Brad Beckstead, CPA
Nevada License #2701
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<PERIOD-END> NOV-30-1999
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