UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 No. 33-55254-28
First Capital Resources.com, Inc.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0438641
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1400 East Oakland Park Drive, Suite 100
Fort Lauderdale, Florida 33334
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (888) 442-4474
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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of June 30, 1999
----- -------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 11,000,000 SHARES
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FIRST CAPITAL RESOURCES.COM, INC.
INDEX
Part I. Financial Information Page #
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Item 1. Financial Statements
Condensed consolidated balance sheet - June 30, 1999 3
Condensed consolidated statement of operations - Six months 4
ended June 30, 1999 and three months ended March 31, 1999
Condensed consolidated statement of changes in stockholders'
equity - Six months ended June 30, 1999 5
Condensed consolidated statement of cash flows - Six months
ended June 30, 1999 6 - 7
Notes to condensed consolidated financial statements 8
Item 2. Management's discussion and analysis 9 - 10
Part II. Other Information 11
Signatures 12
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2
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PART I. FINANCIAL INFORMATION
Item I. Financial Statements
FIRST CAPITAL RESOURCES.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 1999 AND DECEMBER 31, 1998
June 30, 1999 December 31, 1998
(Unaudited) (Unaudited)
<S> <C> <C>
ASSETS:
Cash 442,895 124,268
Inventory 328,775 86,901
Finance receivables, net 1,638,598 -
Floor plan and notes receivable 2,502,134 422,780
Property and equipment, net 722,965 604,359
Other assets 26,693 1,332
-------------------------------------------------------
TOTAL ASSETS 5,662,060 1,239,640
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Accounts payable and accrued liabilities 166,709 -
Notes payable 192,812 196,600
Due to parent company - 1,047,752
-------------------------------------------------------
TOTAL LIABILITIES 359,521 1,244,352
Stockholders' equity:
Common stock, par value $.001 per share; 100,000,000 shares
authorized, 11,000,000 shares issued and outstanding 11,000 2,000
Additional paid-in capital 5,256,600 -
Retained earnings 34,939 (6,712)
-------------------------------------------------------
Total stockholders' equity 5,302,539 (4,712)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 5,662,060 1,239,640
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See notes to condensed consolidated financial statements - unaudited
3
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FIRST CAPITAL RESOURCES.COM, INC.
CONDENSED CONLIDATED STATEMENT OF OPERATIONS
PERIODS ENDING JUNE 30, 1999
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Six-months Three-months
ended ended
June 30 1999 June 30 1999
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REVENUES:
Loan interest and fee income 374,313 240,949
Automobile sales 344,938 168,335
Other income - -
----------------------------------------
Total revenues 719,251 409,284
Provision for credit losses 10,000 -
Cost of automobile sales 296,900 172,114
G & A expenses 363,350 204,174
----------------------------------------
Total expenses 670,250 376,288
Income before income taxes 49,001 32,996
Income tax expense (7,350) -
----------------------------------------
Net income 41,651 32,996
Net income per share $ 0.0069 $0.0030
Weighted average number of shares
outstanding 6,027,624 11,000,000
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See notes to condensed consolidated financial statements - unaudited
4
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FIRST CAPITAL RESOURCES.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 1999
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Additional
Number of paid-in Retained
Shares Common stock capital earnings Total
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<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1999 and March 31, 1999 1,000,000 2,000 - (6,712) (4,712)
Acquisition of net assets of First Capital
Resources.Com (1) 10,000,000 9,000 (9,000) - -
Contributed capital (2) - - 5,265,600 - 5,265,600
Net income 41,651 41,651
- ------------------------------------------------------------------------------------------------------------------------------------
Balances - June 30, 1999 11,000,000 11,000 5,256,600 34,939 5,302,539
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(1) Relates to the exchange of common stock of First Capital Resources.Com for
the stock of Affordable, Southeast and Carnet at $.047 per share. Note that
these transactions were pursuant to reverse acquisitions, and were
considered to be capital transactions, rather than business combinations.
Accordingly, the transactions were treated for accounting purposes as a
recapitalization.
(2) Contributed by FACT South LLC (the Parent Company)
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FIRST CAPITAL RESOURCES.COM, INC.
Statement of Cash Flows
Six Months Ended June 30, 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 41,651
- ---------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation 18,896
Amortization of discount on finance receivables (37,723)
Provision for finance credit losses 10,000
Increase in:
Inventory (241,874)
Other assets (25,361)
Accounts payable and accrued liabilities 166,709
- ---------------------------------------------------------------------------------------------------------------------------
Total adjustments (109,353)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (67,702)
- ---------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of finance contracts (1,580,406)
Proceeds from repayment of finance contracts 104,433
Increase in floor plan receivables (2,099,354)
Repayment of notes receivable 20,000
Capital expenditures (69,026)
- ---------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (3,624,353)
- ---------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock 1,000
Repayment of notes payable (3,788)
Cash contributed by Parent Company 4,013,470
- ---------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 4,010,682
- ---------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH 318,627
CASH BALANCE - December 31, 1998 124,268
- ---------------------------------------------------------------------------------------------------------------------------
CASH BALANCE - June 30, 1999 442,895
- ---------------------------------------------------------------------------------------------------------------------------
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6
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<CAPTION>
FIRST CAPITAL RESOURCES.COM, INC.
Statement of Cash Flows (Continued)
Six Months Ended June 30, 1999
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Supplemental Disclosures of Non-Cash Transactions:
- ------------------------------------------------------------------------------------------------------------------------------------
Land and building acquired from Parent Company, net of related
mortgage of $196,600 in exchange for debt 103,400
- ------------------------------------------------------------------------------------------------------------------------------------
Note receivable assigned by Parent Company, in exchange for debt 20,000
- ------------------------------------------------------------------------------------------------------------------------------------
Conversion of debt owed to Parent Company to equity 1,047,752
- ------------------------------------------------------------------------------------------------------------------------------------
Property and equipment contributed to capital 134,902
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Finance contracts contributed to capital 68,476
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Notes to Financial Statements
1. BASIS OF PRESENTATION
The accompanying condensed consolidated (unaudited) financial statements of
First Capital Resources.Com, Inc., have been prepared in accordance with the
instructions to form 10-Q and, therefore, do not include all information and
footnotes necessary for a complete presentation of financial position, results
of operations, cash flows and changes in stockholders' equity in conformity with
generally accepted accounting principles. These financial statements do not
include a statement of operations or a statement of cash flows for the
comparable period of the preceding fiscal year as there were no assets or
operations in the comparable period of the previous fiscal year and a comparison
would not be meaningful.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature. Operating
for the quarter ended June 30, 1999, are not necessarily indicative of the
results that can be expected for the year ended December 31, 1999. These
financial statements should be read in conjunction with the audited financial
statements of Affordable Dealer Services, Inc. (Affordable) and Southeast Dealer
Acceptance, Inc. (Southeast) and notes thereto for the periods ending December
31, 1998 and March 31, 1999, respectively, included in the Company's form 8-K/A
filed with the Securities and Exchange Commission.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of consolidation - The condensed consolidated financial statements include
First Capital Resources.Com, Inc., and its subsidiaries Affordable Dealer
Services, Inc. (Affordable), Southeast Dealer Acceptance, Inc. (Southeast) and
Carnet, Inc. (Carnet). All material intercompany accounts and transactions have
been eliminated.
8
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated financial condition and results of operations and cash flows. The
discussion should be read in conjunction with the condensed consolidated
financial statements and notes thereto.
RESULTS OF OPERATIONS
Net revenues increased by 32%, or $99,317 to $409,284 for the quarter ended June
30, 1999 as compared to $309,967 for the quarter ended March 31, 1999. This
increase was due primarily to an increased number of finance receivables
acquired and generated through Southeast.
Net expenses increased by 28%, or $82,326 to $376,288 for the quarter ended June
30, 1999 as compared to $293,962. This increase relates primarily to the
expansion of operations in the second quarter of 1999.
Net income increased by 281%, or $24,341 to $32,996 for the quarter ended June
30, 1999 as compared to $8,655 for the quarter ended March 31, 1999. This
increase relates primarily to the expansion of operations in the second quarter,
and the increased volume of finance and floor plan receivables generated.
LIQUIDITY AND CAPITAL RESOURCES
Since the Company's inception, it has started a network of used car dealers
interested in obtaining inventory financing for its floor plan operation. The
Company has also used this network for purchasing automotive financing paper.
The primary source of capital has been from infusions from Fact South, LLC, the
Company's majority shareholder. As of June 30, 1999, Fact South, LLC has
contributed $5,256,600 into the Company. As of this time, the Company has not
pursued additional means of financing.
IMPACT OF THE "YEAR 2000" COMPUTER ISSUE
The Company has undertaken a review of its exposure to computer malfunctions
relating to the year 2000 ("Y2K"). The Y2K issue exists because many computer
systems and applications currently use two digit date fields to designate a
year. As the century date change occurs, date sensitive systems may recognize
the year 2000 as 1900 or not recognize the year at all. This inability to
recognize or properly treat the Y2K issue may cause systems to process critical
financial and operational information incorrectly.
The Company has several systems that it considers critical to operations
including the finance company software, floor plan software and financial
accounting software. The Company is in the process of evaluating all of these
systems to determine the specific risks related to the year 2000 and intends to
implement any necessary changes to these systems.
9
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SUBSEQUENT EVENTS
On July 1, 1999, the Company purchased certain assets of American Marketing of
South Florida, Inc., a Florida Corporation engaged in the telemarketing
business, for $100,000 cash. This acquisition was accounted for as a purchase.
On July 5, 1999, the Company sold its subsidiary, Carnet, Inc. to an unrelated
third party in exchange for an $80,000 promissory note. The note bears interest
at 10% and calls for monthly interest-only payments for the first year
(commencing September 1, 1999) and then monthly principal and interest payments
of $2,029 for the following 48 months. Approximately $195,000 of Carnet's
inventory and related debt were excluded from this sale, and were retained by
the Company.
10
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits required by Item 601 of Regulation S-K
The following exhibits are followed as part of this report:
Exhibits:
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
(i) Filed April 16, 1999, as amended on June 15, 1999, in connection with the
change in control of the Company.
(ii) Filed May 3, 1999 in connection with the change of name of the Company.
11
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
First Capital Resources.com, Inc.
Dated: August 23, 1999 /s/ Spiro Lazarou
-----------------
Spiro Lazarou, President
/s/ Anthony Messuri
-------------------
Anthony Messuri, Principal
Accounting Officer
12
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 442,895
<SECURITIES> 0
<RECEIVABLES> 4,140,732
<ALLOWANCES> 88
<INVENTORY> 328,775
<CURRENT-ASSETS> 0
<PP&E> 722,965
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,662,060
<CURRENT-LIABILITIES> 359,521
<BONDS> 0
0
0
<COMMON> 11,000
<OTHER-SE> 5,291,539
<TOTAL-LIABILITY-AND-EQUITY> 5,662,000
<SALES> 0
<TOTAL-REVENUES> 719,251
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 660,250
<LOSS-PROVISION> 10,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 49,001
<INCOME-TAX> 7,350
<INCOME-CONTINUING> 41,651
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,651
<EPS-BASIC> .069
<EPS-DILUTED> .069
</TABLE>
