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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] 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.
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(Exact name of Registrant as specified in its charter)
NEVADA 87-0438641
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4500 140th Avenue N., Suite 220
Clearwater, Florida 33762
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (727) 536-5966
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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 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 September 30, 2000
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$.001 PAR VALUE CLASS A COMMON STOCK 10,770,000 SHARES
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FIRST CAPITAL RESOURCES.COM, INC.
INDEX
Page #
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Part I. Financial Information
Item 1. Financial Statements
Condensed consolidated balance sheets - September 30, 2000, and
December 31, 1999 3
Condensed consolidated statements of operations - Three and nine
month periods ended September 30, 2000, and 1999 (unaudited) 4
Condensed consolidated statements of cash flows - Nine months
ended September 30, 2000, and 1999 (unaudited) 5
Notes to condensed consolidated financial statements 6 - 7
Item 2. Management's Discussion and Analysis 7 - 9
Part II. Other Information 10
Signatures 11
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST CAPITAL RESOURCES.COM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000, AND DECEMBER 31, 1999
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
(Unaudited) (Audited)
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<S> <C> <C>
ASSETS:
Finance receivables, net $ 955,333 $ 2,040,565
Cash 731,530 596,515
Certificates of deposit 1,500,000 --
Loans Receivable 398,390 522,329
Property and equipment, net 7,455 20,450
Real Estate held for Sale -- 171,000
Other assets 17,600 73,274
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TOTAL ASSETS $ 3,610,308 $ 3,424,133
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LIABILITIES AND DEFICIENCY IN ASSETS:
Liabilities:
Accounts payable and other liabilities 131,961 168,655
Notes payable 188,880
Due to parent company 5,691,040 5,288,832
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TOTAL LIABILITIES 5,823,001 5,646,367
Stockholders' equity:
Common stock, par value $.001 per share; 100,000,000
shares authorized, (10,770,000 and 11,300,000
shares issued and outstanding, respectively) 10,770 11,300
Additional paid-in capital 1,951,438 1,950,908
Accumulated Deficit (4,174,901) (4,184,442)
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TOTAL DEFICIENCY IN ASSETS (2,212,693) (2,222,234)
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TOTAL LIABILITIES AND DEFICIENCY IN
ASSETS $ 3,610,308 $ 3,424,133
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</TABLE>
See notes to condensed consolidated financial statements - unaudited
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FIRST CAPITAL RESOURCES.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2000
AND 1999 (UNAUDITED)
<TABLE>
<CAPTION>
9 months ended 3 months ended
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
REVENUES:
Loan interest and fee income $ 1,012,026 $ 778,922 $ 302,805 $ 404,610
Less: Interest expense (397,040) (135,418)
------------ ------------ ----------- ------------
Net Interest Income $ 614,986 $ 778,922 $ 167,387 $ 404,610
------------ ------------ ----------- ------------
OTHER INCOME:
Telemarketing Sales -- 86,845 -- 86,845
Automobile Sales -- 367,066 -- 22,128
OPERATING AND OTHER EXPENSES:
Provision for credit losses 46,909 110,000 46,909 100,000
Cost of automobile sales -- 316,915 -- 20,015
Reserve for Receivables -- 262,000 -- 262,000
General and administrative expenses 558,536 959,364 93,619 588,665
------------ ------------ ----------- ------------
Total expenses 605,445 1,648,279 140,528 970,680
------------ ------------ ----------- ------------
Income (loss) before income taxes 9,541 (415,446) 26,859 (457,097)
Income tax expense -- -- -- --
------------ ------------ ----------- ------------
Net income (loss) 9,541 (415,446) 26,859 (457,097)
============ ============ =========== ============
Net income (loss) per share $ 0.00 $ (0.04) $ 0.00 $ (0.04)
============ ============ =========== ============
Weighted average number of shares
outstanding 11,182,222 10,946,667 10,866,667 11,300,000
============ ============ =========== ============
</TABLE>
See notes to condensed consolidated financial statements - unaudited
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FIRST CAPITAL RESOURCES.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
NINE MONTHS ENDING SEPTEMBER 30, 2000, AND 1999 (UNAUDITED)
<TABLE>
<CAPTION>
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2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 9,541 $ (415,446)
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Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation 5,479 112,696
Imputed interest on advances from Parent 397,040 --
Provision for losses on advances -- 262,000
Provision for Finance Credit Losses -- 110,000
Accretion of discount and unearned interest on
finance contracts (545,864) --
Gain on disposal of real estate (15,113) --
Inventory -- (47,497)
Prepaid compensation -- (292,096)
Advances to employees -- (345,286)
Decrease in other assets 55,674 (111,834)
Increase (Decrease) in accounts payable
and other liabilities (36,694) 123,859
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Total adjustments (139,478) (188,158)
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Net cash used in operating activities (129,937) (603,604)
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CASH FLOW FROM INVESTING ACTIVITIES:
(Disposal) acquisition of property & equipment 7,516 (91,107)
Amounts from the repayment of (increase in) notes --
receivable 123,939 (560,700)
Amounts from the repayment (purchase) of finance
contracts 846,798 (1,632,363)
(Increase) in certificates of deposits (1,500,000) --
Decrease (increase) in floor plan receivables 784,298 (2,322,734)
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Net cash provided by (used in) investing activities 262,551 (4,606,904)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock -- 1,000
Amounts advanced by Parent Company 5,168 5,298,455
Repayments of notes payable (2,767) (5,754)
Capital contributed by Shareholder -- 389,054
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Net cash provided by financing activities 2,401 5,682,755
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NET INCREASE IN CASH AND EQUIVALENTS 135,015 472,247
CASH - BEGINNING OF PERIOD 596,515 124,268
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CASH - END OF PERIOD $ 731,530 $ 596,515
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Supplemental Disclosures of Non-Cash Transactions:
Cancellation of previously issued shares $ 530
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Relinquishment of certain real property and related note payable $ 171,000
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</TABLE>
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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
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB 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.
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
results for the nine months ended September 30, 2000, are not necessarily
indicative of the results that can be expected for the year ended December 31,
2000.
The financial data at December 31, 1999, is derived from audited financial
statements which are included in the Company's Annual Report of Form 10-KSB and
should be read in conjunction with the accompanying condensed and consolidated
financial statements and the notes thereto.
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), Carnet, Inc. (Carnet) and FC Holding Corp. All material
intercompany accounts and transactions have been eliminated.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.
3. GOING CONCERN UNCERTAINTIES
The Company sustained substantial operating losses and negative cash flows from
operations since inception through to December 31, 1999. Its indirect majority
shareholder, First American Capital Trust ("FACT"), filed for relief under
Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court for the
Middle District of Florida, Tampa Division (the "Bankruptcy Court"). Although
the Company has not filed for bankruptcy protection, it is reasonably possible
that FACT, the principal source of liquidity for the Company, will not provide
any more capital to the Company. Further, the creditors of FACT or the
Bankruptcy Court could opt for FACT's assets, including the Company, to be
liquidated and cause the Company to cease its operations.
The management of the Company, along with the management and advisors of FACT
and the creditors of FACT have filed a joint plan of reorganization (the
"Plan") with the Bankruptcy Court on June 30, 2000. This Plan provides for the
transfer of the ownership of FACT South from FACT to a liquidating trust to be
formed upon confirmation of the Plan by the Bankruptcy Court. Further, an
additional motion has been filed in Bankruptcy Court which, if approved, would
result in FACT South transferring its shares in the Company to FACT or the
Liquidating Trust in exchange for the cancellation of certain indebtedness
owing by FACT South to FACT. The Plan does not currently contemplate a specific
action for the Company other than the Company could be merged into another
entity or the shares of the Company owned by FACT South may be sold to a third
party. The Plan further provides that the shares of the Company could be
distributed to the creditors of FACT. The future business of the Company has
not yet been ascertained.
4. EARNINGS PER SHARE
Basic and diluted earnings (loss) per share was computed by dividing the net
income (loss) by the weighted average number of shares of common stock
outstanding.
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5. SEGMENT INFORMATION
At June 30, 1999, the Company principally operated as a finance company and a
used car dealership. The finance segment purchased automobile finance contracts
from pre-owned automobile dealerships and financed dealership floor plan loans,
while the used car dealership segment sold used automobiles, vans and light
trucks to consumers. The used car segment was sold on July 5, 1999. At
September 30, 2000, the Company operated in only one segment.
6. REAL ESTATE HELD FOR SALE
At September 30, 2000, the Company, with the consent of the board of directors
exercised its option not to complete the transfer of title and assumption of
debt related to certain property in the possession of a subsidiary. Although in
1999 this subsidiary took possession of certain real property (from an entity
owned by former management of the company) and began making payment on the
mortgage on behalf of the former management of the Company. The Company elected
not to formally become obligated on the debt and not to formally transfer title
on the property to the subsidiary. The property had a value of $171,000 and was
included in the December 31, 1999 audited financial statements as real estate
held for sale. This property was encumbered by a note payable of approximately
$186,000, including accrued interest. As a result of not effectuating the title
transfer, the property and related note payable were appropriately transferred
back to the entity controlled by the former management of the Company,
resulting in approximately $15,000 in gain, that is included in general and
administrative expenses for the period ended September 30, 2000.
7. COMMON STOCK
Effective August 1, 2000, the Company, with the consent of the Board of
Directors canceled 530,000 previously issued shares due to nonpayment.
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 financial
statements and notes thereto.
RESULTS OF OPERATIONS
Net revenues
Three Months ended September 30
Net interest income decreased by 59% from $404,610 for the three-month period
ended September 30, 1999, to $167,387 for the three months ended September 30,
2000. The decrease is due to the lower amount of loans outstanding this period
as compared to the same period last year. Additionally, substantial collection
efforts are being made this year to ensure payments are made in full and on
time. The interest income for the three months was offset by $135,418 of
interest expense accrued on the intercompany loan to FACT as compared to
nothing in the same period last year.
There were no revenues from automobile sales for the three months ended
September 30, 2000, as compared to $22,128 for the corresponding period last
year for the reasons explained in Note 5, Segment Information.
Nine months ended September 30
Net interest income decreased by 21% from $778,922 for the nine-month period
ended September 30, 1999, to $614,986 for the nine months ended September 30,
2000. The decrease is due to the fact that even though the dollar value of
floor plan loans and finance contracts was higher overall during the nine
months ended September 30, 2000 as compared to the same period last year,
interest expense accrued to FACT more than offset the increase resulting in a
lower over all number.
Southeast Dealer Acceptance's revenues were $502,448 for the period last year
as SEDA only commenced operations on January 20, 1999, and did not start
earning significant revenues until the second quarter. SEDA had
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net revenues of $694,980 for the nine-month period this year. SEDA currently
has approximately 192 retail car loan accounts down from 247 accounts at the
end of March 31 of this year. These accounts are being collected and no new
loans are currently being made. Accordingly, revenues will start to decline
further in the fourth quarter until they ultimately reduce to $0 by
approximately the end of next year.
Revenues from Affordable Dealer Services are also slowly declining as the
amount of Dealer loans currently outstanding has fallen from approximately
$1.4M at year-end to approximately $529,000 at September 30, 2000. New Dealer
loans are being made, however, at a declining rate. Net revenues from ADS will
slowly decline over the course of the remainder of the fiscal year.
Revenues during the period ended September 30, 1999, include $367,066 in
automobile sales that were generated by the Company's subsidiary, Carnet. There
are no comparable revenues this year as Carnet is inactive.
The interest revenue in the period ended September 30, 2000, was offset by
interest expense that was imputed on the intercompany loan owing from the
Company to FACT. There was no interest imputed on the loan during fiscal 1999.
Net expenses
Three months ended September 30
Net general & administrative expenses for the three months ended September 30
were $93,619 as compared to $588,665 for the same period last year. Selling,
general and administrative expenses for the three months this year include
$38,780 in management fees paid to FACT as compared to nil last year.
Additionally, the Company continues to aggressively collect the retail loan
portfolio that is outstanding thereby incurring another $27,000 in repossession
and related fees as compared to nil last year. The overall reduction was due to
the elimination of salaries, office and related costs of the Fort Lauderdale
office that was closed at the beginning of the year. The Company recorded a
provision for credit losses of $46,909 during this three month period as
compared to credit losses of $100,000 and reserves for collectibility of
receivables of $262,000 for the same period last year.
Nine months ended September 30
Net general and administrative expenses for the nine months ended September 30,
2000, were $558,536 as compared to $959,364 for the comparable nine months last
year. Repossession and towing expenses have increased significantly from
$14,800 last year to approximately $65,200 this period as the Company tries to
aggressively protect and collect the value of the retail car loan portfolio.
Other selling, general and administrative expenses have declined by
approximately 91.5% during the nine-month period this year as compared to the
same period last year. The offices have been consolidated in Clearwater and
monthly expenses have been significantly reduced on a month-to-month basis.
Additional operating expenses during the period last year were costs related to
automobile sales in the amount of $316,915 from its Carnet subsidiary. There
are no such expenses this year as Carnet's operations have been discontinued.
The expenses have decreased even though during the first three months last year
the Company had only just commenced operations whereas during the comparable
period this year the Company has been managing a full Dealer and retail
portfolio. In the first quarter of the year an inordinate amount of time was
spent correcting many of the policies and procedures of the former management.
These have been rectified and proper policies and procedures are now in place
at the Company to ensure the efficient and aggressive collection of the
Company's assets.
The Company pays FACT a $6,000 per month management fee for services performed
and costs incurred for Affordable Dealer Services and a loan servicing fee of
$30 per account for similar services for Southeast Dealer Services. The total
paid during the nine months was $116,010. Effective October 1, 2000 the
management fee will change to $4,500 per month, the loan servicing fee will
remain the same and both will continue until the end of December when it will
be further reviewed.
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The net profit for the nine months ended was $9,541 as compared to a loss of
$415,446 for the nine-month period last year. This is due to the fact that
revenues increased over last year and general and administrative expenses
decreased over last year. Partly offsetting this was a significant interest
expense during the period due to the size of the debt to FACT. There was no
such interest expense last year. The Company should remain around the
break-even level for the remainder of the year until a Plan of Reorganization
is finalized and approved after which time the Company's future can be more
fully ascertained.
LIQUIDITY AND CAPITAL RESOURCES
The Company currently has $2,231,530 of cash and equivalents on hand and
another $1,353,723 in other loans and receivables against approximately $131,961
in accounts payable. However, the Company is currently indebted to its ultimate
parent Company, FACT, in the amount of $5,691,040. As was disclosed in the
previous Report on Form 10-KSB, FACT has filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code. FACT is currently working on a
Plan of Reorganization. A preliminary Plan was filed prior to June 30 and is
set for a confirmation hearing on November 2.
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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
Effective June 30, 2000, Steven Miller resigned as an Officer and
Director of First Capital Resources.Com, Inc.
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
None
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SIGNATURES
Pursuant to the requirements of the Securities 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.
Date: November 10, 2000 By: /s/ Derri Davisson
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Derri Davisson, President
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