United States
Securities and Exchange Commission
Washington, D.C. 20549
------------------------
Form 10-KSB
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Transition Period from __________ to __________
Commission File Number 0-29435
Future Carz.com, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 88-0431029
(State or other (I.R.S. employer
jurisdiction of identification number)
incorporation or
organization)
12624 Carmel Country Road, #82
San Diego, CA 92130
(Address of principal (Zip code)
executive offices)
Registrant's Telephone Number, Including Area Code: (619) 699-8900
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to 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 December 31,1999.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The Company's stock is not, and has not, been traded or quoted.
Therefore, there is no way to ascertain a market value for the
stock.
The number of shares of Common Stock outstanding as of December
31, 1999 was 5,777,208.
------------------------
DOCUMENTS INCORPORATED BY REFERENCE
Sections of the registrant's definitive Proxy Statement for the
registrant's Annual Meeting of Stockholders, which will be filed
with the Securities and Exchange Commission, are incorporated by
reference into Part III of this Report to the extent stated
herein.
------------------------
The following discussion contains, in addition to historical
information, forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ
significantly from the results discussed in the forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed
below and in Item 6, "Management's Discussion and Analysis of
Financial Condition or Plan of Operation."
PART I
ITEM 1. BUSINESS.
General
Future Carz.com, Inc. ("Future Carz" or the "Company"), a Nevada
corporation incorporated on July 13, 1999, 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 sites. Remuneration is based
upon the following factors: (1) the level of traffic directed to
affiliates, (2) the number of price inquiries submitted and (3)
the number of sales realized as a result of referrals. 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.
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.
The Future Carz.com Solution
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 (1) various online companies that provide similar
services as those of the Company, (2) individuals who are
knowledgeable of the procedures and processes to negotiate
automobile purchases, and (3) traditional media companies that
compile, from third-parties, or develop, internally, independent
proprietary automobile information.
Strategy
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 (1) personalize the vehicle purchasing experience by
delivering information the consumer desires, (2) educate
consumers about various vehicle makes and models and (3)
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 were 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.
Competition
The Company's vehicle purchasing services compete against a
variety of Internet and traditional vehicle purchasing services
and automotive brokers. Therefore, the Company is affected by
the competitive factors faced by both Internet commerce companies
as well as traditional, offline companies within the automotive
and automotive-related industries. The market for Internet-based
commercial services is new, and competition among commercial Web
sites is expected to increase significantly in the future. The
Company's business is characterized by minimal barriers to entry,
and new competitors can launch a competitive service at
relatively low cost. To compete successfully as an Internet-
based commercial entity, Management must significantly increase
awareness of the Company's services and brand name. Failure to
achieve these objectives could cause the Company's revenues to
decline and would have a material adverse effect on its business,
results of operations and financial condition.
The Company competes with other entities, which maintain similar
commercial Web sites including Autoweb.com, Autobytel.com,
Cendant Membership Service, Inc.'s AutoVantage, Microsoft
Corporation's Carpoint and Stoneage Corporation. Republic
Industries, Inc., a large consolidator of dealers, has announced
its intention to launch a Web site for marketing vehicles. The
Company also competes indirectly against vehicle brokerage firms
and affinity program offered by several companies, including
Costco Wholesale Corporation and Wal-Mart Stores, Inc. In
addition, all major vehicle manufacturers have their own Web
sites and many have recently launched or announced plans to
launch online buying services, such as General Motors
Corporation's BuyPower. The Company also competes with vehicle
insurers, lenders and lessors as well as other dealers that are
not expected to be part of the Company's dealer network. Such
companies may already maintain or may introduce Web sites, which
compete with the Company's.
Management believes that the principal competitive factors in the
online market are: brand recognition, speed and quality of
fulfillment, variety of value-added services, ease of use,
customer satisfaction, quality of service and technical
expertise.
There can be no assurance that the Company will be able to
compete successfully against current or future competitors, many
of which have substantially more capital, existing brand
recognition, resources and access to additional financing. In
addition, competitive pressures may result in increased marketing
costs, decreased Web site traffic or loss of market share or
otherwise may materially and adversely affect the Company's
business, results of operations and financial condition.
Government 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.
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's 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.
Proprietary Rights
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.
Employees
The Company presently has one full time and one 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.
The name, age and position of the Company's directors and
executive officers are as follows:
Name Age Position
Hal Crawford 42 President, Treasurer
and Director
Denise Crawford 40 Secretary and Director
Hal B. Crawford, President, Treasurer and Director - 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.
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.
ITEM 2. PROPERTIES.
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 feet by six 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
Company's officers provide the office space at no cost to the
Company, and there is no additional expense to the officers 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.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not subject to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The Company's common stock has been registered in a Form 10-SB
registration statement with the United States Securities and
Exchange Commission. The Form 10-SB filing has been declared
effective, and The Company's shares are registered under the
Securities Act of 1933 (the "Act"). The Company intends to meet
the fully reporting requirements of the Act and file reports in
the required intervals. The Company is currently seeking to be
listed on the NASD OTC Electronic Bulletin Board sponsored by the
National Association of Securities Dealers, Inc.
The following table sets forth certain information as of the end
of 1999, with respect to the beneficial ownership of the
Company`s common stock by all persons known by the Company to be
beneficial owners of more than 5% of any such outstanding
classes, and by each director and executive officer, and by all
officers and directors as a group. Unless otherwise specified,
the named beneficial owner has, to the Company`s knowledge,
either sole or majority voting and investment power.
COMMON STOCK
Name of Beneficial Number of % of Class
Owner (1) Shares
Hal Crawford 4,000,000 75.07%
All Executive 4,000,000 75.07%
Officers and
Directors as a
Group
Footnotes to Principal Shareholders:
(1) The address of each executive officer and director is c/o
12624 Carmel Country Road, #82, San Diego, California 92130.
As of December 31, 1999, there were approximately 75 shareholders
of record of the Company's common stock. The Company has not
paid cash dividends on its common stock and does not intend to
pay any cash dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION.
FORWARD LOOKING STATEMENTS
The statements contained in this report that are not historical
facts are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act. Forward-looking
statements are made based upon management's current expectations
and beliefs concerning future developments and their potential
effects upon the Company. There can be no assurance that future
developments affecting the Company will be those anticipated by
management. Actual results may differ materially from those
included in the forward-looking statements.
Readers are also directed to other risks and uncertainties
discussed in other documents filed by the Company with the
Securities and Exchange Commission. The Company undertakes no
obligation to update or revise any forward-looking information,
whether as a result of new information, future developments or
otherwise.
Overview
The Company was organized in July 13, 1999, and is considered to
be a developmental stage company engaged in the business of
providing automobile information and purchasing services via the
Internet. The Company seeks to offer its services to enable
customers to research, evaluate and purchase automotive-related
products and services. The Company has a limited operating
history and has not generated revenues from its operations.
Future Carz' activities have been limited to start-up procedures.
Consequently, the Company has incurred the expenses of such
procedures. Future operating results will depend on many
factors, including its ability to generate demand for its
services, the level of competition and its ability to deliver its
services while maintaining quality and controlling costs.
The Company currently operates an Internet site at
www.futurecarz.com, through which the Company is able to provide
automobile information and services. The Company has entered
into an affiliate program. 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 program is intended to be
non-exclusive and may be terminated at the discretion of either
party, and management therefore does not anticipate that this
program 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.
Plan of Operation
Management of the Company believes that the need for additional
capital going forward will be derived somewhat from internal
revenues and earnings generated from the sale of its services.
If the Company is unable to generate revenues from its services,
however, management believes the Company will need to raise
additional funds to meet its cash requirements. It is the intent
of the Company to seek to raise additional capital via a private
placement offering, once the Company is trading on the OTC-BB.
In the meantime, management of the Company plans to advance funds
to the Company on an as-needed basis although there is no
definitive or legally binding arrangement to do so. The Company
currently has no arrangements or commitments for accounts and
accounts receivable financing. There can be no assurance that
any such financing can be obtained or, if obtained that it will
be on reasonable terms. 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 develop its automotive services. The Company
designates as its priorities for the next 12 months of operations
as developing and marketing its services to establish its
business. Realization of sales of the Company`s services during
the fiscal year ending December 31, 2000 is vital to its plan of
operations. There are no guarantees 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. Additionally, a superior competitive service could
force the Company out of business.
Results of Operations
Period from July 13, 1999 (Inception) to December 31, 1999
The operational period from July 13, 1999 (Inception) to December
31, 1999, achieved two main goals for the Corporation. The
Company's goals were the formation of the organization to pursue
the Company's business objective and to obtain sufficient capital
to commence initial operations.
Revenues. Future Carz is a developmental stage company as
defined in SFAS #7. The Company has not generated any revenues
to date. The Company has devoted substantially all of its
present efforts to: (1) developing its presence in the business
services market, (2) marketing its services to small to medium
sized companies and (3) maintaining its 12(g) reporting
requirements with the Securities Act of 1934 and its application
for listing on the NASD Over-the-Counter Bulletin Board ("OTC-
BB").
Expenses. The Company incurred expenses for the operating period
July 13, 1999 to December 31, 1999, totaling $37,557.
Expenditures were primarily due to costs incurred for
professional fees, marketing, services and general and
administrative expenses. The Company`s professional and service
expenses were incurred from its public listing process on the
NASD's OTC-BB which included the process of the public offering
in the State of Nevada, state Blue Sky registrations, attorneys'
fees, escrow and EDGARization costs related to the offering, and
audits and public filing costs.
The Company is amortizing website development costs totaling
$20,000 over a period of five years. The accumulated amount of
amortized development costs is $1,333. In addition, the Company
is depreciating equipment in the amount of $8,473 over a period
of five years. The accumulated depreciation as of December 31,
1999 is $424.
Net Loss. Due to the significant operating expenses, Future Carz
experienced a net loss of $37,557. The Company anticipated
incurring this loss during the initial commencement of operations
until such time that it will realize revenues from its services
in the fiscal year 2000.
Liquidity and Capital Resources
The Company has generated no revenues during this period and it
is unknown when it will generate significant revenues. It is
anticipated that the Company will realize revenues from its
services during the next 12 months, of which the Company cannot
guarantee. The receipt of funds from Private Placement Offerings
or loans obtained through private and public sources by Future
Carz may be anticipated to offset its near term cash equivalents
for the next 12 months. The Company has financed its cash flow
requirements through issuance of common stock. During its normal
course of business, the Company may experience net negative cash
flows from operations, pending receipt of revenues. Further, the
Company may be required to obtain additional financing to fund
operations through common stock offerings and bank borrowings, to
the extent available, or to obtain additional financing to the
extent necessary to augment its working capital.
Year 2000 Issue
The "Year 2000" issue arises because many computerized systems
use tow 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 systems failure which
could affect an entity's ability to conduct normal business
operations. 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.
Item 7. Financial Statements.
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT AUDITOR'S REPORT
March 15, 2000
Board of Directors
Future Carz.com, Inc.
3110 S Valley View Blvd. #105
Las Vegas, NV 89102
I have audited the Balance Sheet of Future Carz.com, Inc. (a
Nevada corporation) (a Development Stage Company), as of December
31, 1999, and the related Statements of Income, Changes in
Stockholders' Equity, and Cash Flows for the period July 13, 1999
(Date of Inception) to December 31, 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 statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. 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
December 31, 1999, and the results of its operations, changes in
stockholders' equity, and cash flows for the period from July 13,
1999 (Date of Inception) to December 31, 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 5 to the financial statements, the Company has had limited
operations and has not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
/s/G. Brad Beckstead, CPA
Future Carz.com, Inc.
(A Development Stage Company)
Balance Sheet
December 31, 1999
Cash $5,082
Equipment, net 8,473
Web development, net 19,667
Total Assets $33,222
Liabilities and Stockholders' Equity
Loan from shareholder -0-
Subscription refund 375
Total Liabilities $375
Common stock, $0.001 par value, 5,328
20,000,000 shares authorized;
5,328,087 shares issued and
outstanding at 12/31/99,
respectively
Preferred stock, $0.001 par -0-
value,
5,000,000 shares authorized; no
shares issued and outstanding
at 12/31/99, respectively
Additional paid-in capital 65,076
Deficit accumulated during (37,557)
Development stage
Total Stockholders' Equity 32,847
Total Liabilities and $33,222
Stockholders' Equity
See accompanying notes to financial statements
Future Carz.com, Inc.
(A Development Stage Company)
Income Statement
For the period July 13, 1999 (Inception) to December 31, 1999
Period July
13, 1999
(Inception)
to
December
31, 1999
Revenue $-0-
General and administrative 36,674
expenses
Marketing 550
Depreciation and amortization 333
Net income or (loss) $(37,557)
Weighted average number of 4,332,022
common shares outstanding
Net income per share $-0-
See accompanying notes to financial statements
Future Carz.com, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period
For the period July 13, 1999 (Inception) to December 31, 1999
Common Common Additional Deficit Total
Stock Stock Accumulated Stockholders'
Shares Amount Paid-in During Equity
Capital Development
Stage
July 29, 1999 4,000,000 4,000 0 0 4,000
Founder shares
issued for
services
November 30, 1,328,087 1,328 65,451 66,779
1999
Stock issued
for cash and
services
November 30, (375) (375)
1999
Subscription
Refund
Net Loss, (37,557) (37,557)
July 13, 1999
(inception) to
December 31,
1999
Balance as of 5,328,087 5,328 65,076 (37,557) 32,847
December 31,
1999
See accompanying notes to financial statements
Future Carz.com, Inc.
(A Development Stage Company)
Statement of Cash Flows
for the Period July 13, 1999 (Inception) to December 31, 1999
Period
July 13, 1999
(Inception)
to
December 31, 1999
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $(37,557)
Increase in loan from -0-
shareholder
Increase in subscriptions 375
refunded
Increase in equipment, (8,473)
net
Increase in web (19,667)
development, net
Decrease in equipment, -0-
net
Decrease in web -0-
development, net
Net cash used by $(65,322)
operating activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Net cash provided by $-0-
investing activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock 5,328
Additional paid-in 65,076
capital
Net cash provided by $70,404
financing activities
Beginning cash $-0-
Ending cash $5,082
NON-CASH TRANSACTIONS
Interest expense -0-
Income taxes -0-
See accompanying notes to financial statements
Future Carz.com, Inc.
(A Development Stage Company)
Footnotes
December 31, 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 limited operations and in accordance with SFAS #7,
the Company is considered a development stage company. The
Company is authorized to issue 20,000,000 shares of $0.001 par
value common stock and 5,000,000 shares of $0.001 par value
preferred stock.
Note 2 - Accounting policies and procedures
Accounting policies and procedures have not been determined
except as follows:
Accounting method
The Company reports income and expenses on the accrual
method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principals requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ form those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-
bearing account that currently does not exceed federally
insured limits. For the purpose of the statements of cash
flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents.
There are no cash equivalents as of December 31, 1999.
Reporting in the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the
Costs of Start-Up Activities" which provides guidance on the
financial reporting of start-up costs and organizational
costs. It requires most costs of start-up activities and
organizational costs to be expensed as incurred. SOP 98-5
is effective for its fiscal years beginning after December
15, 1998. With the adoption of SOP 98-5, there has been
little or no effect on the Company's financial statements.
Loss per share
Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 (SFAS #128)
"Earnings Per Share". Basic loss per share is computed by
dividing losses available to common stockholders by the
weighted average number of common shares outstanding during
the period. Diluted loss per share reflects per share
amounts that would have resulted if dilutive common stock
equivalents had been converted to common stock. As of
December 31, 1999, the Company had no dilutive common stock
equivalents such as stock options.
Dividends
The Company has not yet adopted any policy regarding payment
of dividends. No dividends have been paid since inception.
Future Carz.com, Inc.
(A Development Stage Company)
Footnotes
December 31, 1999
Note 2 - Accounting policies and procedures (continued)
Website development
Website development costs are totaling $20,000 are
capitalized and amortized over a period of 60 months from
December 1, 1999 through November 30, 2004. The accumulated
amortization as of December 31, 1999 is $1,333.
Equipment
The cost of equipment is depreciated over the estimated
useful life of the equipment utilizing the straight-line
method of depreciation. Equipment acquired in December 1999
totaling $8,473 is capitalized and depreciated over a period
of 60 months from January 1, 2000 through December 31, 2004.
The accumulated depreciation as of December 31, 1999 is
$424.
Year end
The Company has adopted December 31 as its fiscal year end.
Note 3 - Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. There is no provision for
income taxes for the period ended December 31, 1999, due to the
net loss and no state income tax in Nevada, the state of the
Company's domicile and operations.
Note 4 - Stockholders' Equity
The Company is authorized to issue 20,000,000 shares of $0.001
par value common stock and 5,000,000 shares of $0.001 par value
preferred stock.
On July 29, 1999, the Company issued 4,000,000 shares of its
$0.001 par value common stock to a shareholder in exchange for
cash.
On November 30, 1999, the Company issued 1,328,087 shares of its
$0.001 par value common stock to shareholders in exchange for
cash of $56,520 and in exchange for services rendered of $10,259.
Of the total amount, $1,328 is considered common stock and
$65,451 is additional paid in capital. In addition, a
subscription will be refunded in the amount of $375.
There have been no other issuances of common stock and/or
preferred stock.
Note 5 - Going concern
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern. However, the
Company has not commenced its planned principal operations.
Additionally the Company does not have significant cash or other
material assets nor does it an established source of revenue
sufficient to cover its operating costs to allow it to continue
as a going concern indefinitely. Until that time, the officers
have committed to advance the operating costs the company
interest free.
Future Carz.com, Inc.
(A Development Stage Company)
Footnotes
December 31, 1999
Note 6 - Related party transactions
The Company does not lease or rent any property. Office services
are provided without charge by a director / shareholder. Such
costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business
activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
Note 7 - Warrants and options
There are no warrants or options outstanding to acquire any
additional shares of common stock.
Note 8 - Year 2000 issue
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.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The information required in this item is incorporated by
reference to this document and the section entitled "EMPLOYEES."
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth all cash compensation to be paid
by the Company to its officers, directors and significant
employees.
NAME OF POSITION WITH COMPANY ANNUAL COMPENSATION
INDIVIDUAL
Hal Crawford President, Treasurer and $25,000
Director
Denise Crawford Secretary and Director $7,000
Footnotes to Executive Compensation:
1. No executive officer of the Company prior to December 31,
1999, drew a salary from the Company. Mr. And Mrs. Crawford have
waived payment of a salary until such time as the Company is able
to obtain necessary operating capital.
2. There were no arrangements, pursuant to which any director
of the Company was compensated for the period from inception for
any service provided as a director. While the Company's only
directors are its current executive officers who are already
drawing a salary for the management of the Company it may be
necessary for the Company to compensate newly appointed Directors
in order to attract a quality governance team. At this time the
Company has not identified any specific individuals or candidates
nor has it entered into any negotiations or activities in this
regard.
EMPLOYMENT AGREEMENTS
The Company does not currently have employment agreements with
its executive officers but expects to sign employment agreements
with each in the near future.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information required by this Item concerning the stock
ownership of management and five percent beneficial owners is
incorporated herein by reference to ITEM 5 of this document
entitled, "MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS".
ITEM 12. 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.
On January 28, 2000, the Company unanimously appointed Mrs.
Denise Crawford, wife of Mr. Hal Crawford, as Secretary and
Director of the Company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
A list of exhibits required to be filed as part of this Annual
Report is set forth in the Index to Exhibits, which immediately
precedes such exhibits and is incorporated herein by reference.
(b) Reports on Form 8-K
The Company has not filed any reports on Form 8-K during the last
quarter of the period covered by this Report.
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FUTURE CARZ.COM, INC.
Date: August 24, 2000
By: /s/ Hal Crawford
Hal Crawford
President, Treasurer and Director
By: /s/ Denise Crawford
Denise Crawford
Secretary and Director
INDEX TO EXHIBITS
Exhibit Name and/or Identification of Exhibit
Number
3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed
July 13, 1999. Incorporated by reference to the
exhibits to the Company's General Form For
Registration Of Securities Of Small Business Issuers
on Form 10-SB, previously filed with the Commission.
(b) By-Laws of the Company adopted July 16, 1999.
Incorporated by reference to the exhibits to the
Company's General Form For Registration Of Securities
Of Small Business Issuers on Form 10-SB, previously
filed with the Commission.
13 Annual or Quarterly Reports
(a) Form 10-QSB for the three months ended March 31,
2000. Incorporated by reference to the Company's
Quarterly Report for Small Business Issuers,
previously filed with the Commission.
(b) Form 10-QSB for the six months ended June 30,
2000. Incorporated by reference to the Company's
Quarterly Report for Small Business Issuers,
previously filed with the Commission.
23 Consent of Experts and Counsel
Consents of independent public accountants
27 Financial Data Schedule
Financial Data Schedule of Future Carz.com, Inc.
ending December 31, 1999
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: August 24, 2000
By: /s/ Hal Crawford
Hal Crawford, President, Treasurer and Director
Date: August 24, 2000
By: /s/ Denise Crawford
Denise Crawford, Secretary and Director
