For
the fiscal quarter ended:
|
Commission
file number:
|
June
30, 2008
|
000-50709
|
Nevada
|
77-0594821
|
(State
or other jurisdiction
|
(I.R.S.
Employer
|
of
incorporation)
|
Identification
No.)
|
Title
of Each Class
|
Outstanding
at June 30, 2008
|
Common
Stock, par value $0.001 per share
|
9,843,046
|
Part
I
|
3
|
Item
1 - Description of Business
|
3
|
Item
2 - Description of Properties
|
13
|
Item
3 - Legal Proceedings
|
13
|
Item
4 - Submission of Matters to Vote of Security Holders
|
13
|
Part
II
|
14
|
Item
5 - Market for Common Equity, Dividends, Related Stockholder Matters
and
Small Business issuer
|
|
Purchases
of Equity Securities
|
14
|
Item
6 - Management’s Discussion and Analysis of Financial Condition and
Results of Operations
|
14
|
Item
7 - Financial Statements
|
18
|
Item
7A - Notes to the Financial Statements
|
22
|
Part
III
|
31
|
Item
9 - Directors, Executive Officers, Promoters, Control Person and
Corporate
Governance: Compliance
|
|
With
Section 16(a) of The Exchange Act
|
31
|
Item
11 - Security Ownership of Certain Beneficial Owners and Management
and
Related Stockholder
|
|
Matters
|
32
|
Item
12 - Certain Relationships and Related Transactions, and Directory
Independence
|
32
|
Item
13- Principal Accountant Fees and Services
|
32
|
1) |
They
have suffered a catastrophic financial event. Usually, this includes
a
major illness, divorce, or a period of
unemployment.
|
2) |
They
fail to practice good financial judgment. This is usually due to
lack of
training or understanding of personal financial
management.
|
|
3) |
They
have no established credit.
|
1) |
In
the quarter ending June 30, 2008, we began reporting customer payment
history to a major credit reporting service. This was an important
step
that required a great deal of preparation on the part of us. It was
much
anticipated by a number of existing customers and is expected to
positively influence future sales.
|
2) |
A
starter-interrupt system is installed in every vehicle. This system
prevents the vehicle from starting in the event that a payment is
past
due. It is incapable of affecting the vehicle during operation and
therefore poses no risk to driver or passengers. The system also
serves as
a control of unauthorized use as a specific code is required in order
the
start the vehicle. A flashing light will warn the customer 4 days
before
the payment is due. Customers are required to contact their Account
Manager once a month for a new code to keep the system inactive.
This
greatly enhances communication between our customer base and us thus
aiding in the partnering process.
|
Ø |
State
Licensing Requirements
-
We maintain a banking license and dealership licenses required in
Arizona.
|
Ø |
Fair
Debt Collection Act
-
The Fair Debt Collection Act prohibits us from contacting customer
during
certain times and at certain places, from using certain threatening
practices and from making false implications when attempting to collect
a
debt.
|
Ø |
Truth
in Lending Act
-
The Truth in Lending Act requires us to make certain disclosures
to
customers, including the terms of repayment, the total finance charge
and
the annual percentage rate charged on each
contract.
|
Ø |
Equal
Credit Opportunity Act
-
The Equal Credit Opportunity Act prohibits creditors from discriminating
against loan applicants on the basis of race, color, sex, age or
marital
status. Regulation B, in the Equal Credit Opportunity Act, requires
creditors to make certain disclosures regarding consumer rights and
advises consumers whose credit applications are not approved of the
reason
for the rejection.
|
Ø |
Fair
Credit Reporting Act
-
The Fair Credit reporting Act requires us to provide certain information
to consumers whose credit applications are not approved on the basis
of a
report obtained from a consumer-reporting
agency.
|
Ø |
Gramm-Leach-Bliley
Act
-
The Gramm-Leach-Bliley Act requires us to maintain privacy with respect
to
certain consumer data in our possession and to periodically communicate
with consumers on privacy matters.
|
Ø |
Solders’
and Sailors Civil Relief Act
-
The Solders’ and Sailors’ Civil Relief Act requires us to reduce the
interest rate charged on each loan to customer who have subsequently
joined, enlisted, been inducted or called in active military
duty.
|
Ø |
Electronic
Funds Transfer Act
-
The Electronic Funds Transfer Act prohibits us from requiring our
customer
to repay a loan or other credit by electronic funds transfer (“EFT”). We
are also required to provide certain documentation to our customer
when an
EFT is initiated and to provide certain notifications to our customer
with
regard to preauthorized payments.
|
Ø |
Telephone
Consumer Protection Act
-
The Telephone Consumer Protection Act prohibits telephone solicitation
calls to a customer’s home before 8 a.m. or after 9 p.m. In addition, if
we make a telephone solicitation call to a customer’s home, the
representative making the call must provide his or her name, our
name, and
telephone number or address at which our representative may be contacted.
The Telephone Consumer Protection Act also requires that we maintain
a
record of any requests by customer not to receive future telephone
solicitations, which must be maintained for five
years.
|
Ø |
Bankruptcy
-
Federal bankruptcy and related state laws may interfere with or affect
our
ability to recover collateral or enforce a deficiency
judgment.
|
Ø |
3301
E Van Buren has a capacity of up to 90 cars. Monthly rents are $4200
and
the lease expires on November 30,
2008
|
Ø |
814
N Scottsdale Rd, Tempe, AZ has a capacity of up to 20 cars Monthly
rents
are $2500 and the lease will renew on December 31,
2008
|
Ø |
953
S Country Club Dr, Mesa, AZ has a capacity of up to 30 which we share
with
another dealer. Monthly rents are $1,500 and it is a perpetual
lease.
|
High
|
Low
|
||||||
Fiscal
2008
|
|||||||
Fourth
Quarter
|
$
|
0.08
|
$
|
0.01
|
|||
Third
Quarter
|
$
|
0.04
|
$
|
0.01
|
|||
Second
Quarter
|
$
|
0.07
|
$
|
0.03
|
|||
First
Quarter
|
$
|
0.08
|
$
|
0.04
|
|||
Fiscal
2007
|
|||||||
Fourth
Quarter
|
$
|
0.14
|
$
|
0.05
|
|||
Third
Quarter
|
$
|
0.17
|
$
|
0.13
|
|||
Second
Quarter
|
$
|
0.18
|
$
|
0.06
|
|||
First
Quarter
|
$
|
0.23
|
$
|
0.11
|
June
2007
|
June
2008
|
||||||
|
|||||||
Accounts
Receivable (net)
|
5,444,913
|
6,117,075
|
|||||
Inventory
|
530,056
|
665,338
|
|||||
Equipment
|
89,528
|
84,293
|
|||||
Goodwill
|
714,179
|
716,179
|
|||||
Accounts
Payable
|
327,848
|
431,307
|
|||||
Taxes
Payable
|
149,474
|
0
|
|||||
Deferred
Revenue
|
80,593
|
1,085,449
|
Assets
|
|||||||
June
30,
|
June
30,
|
||||||
2008
|
2007
|
||||||
Current
Assets
|
|||||||
Cash
|
32,508
|
37,454
|
|||||
Accounts
Receivable - Net
|
2,742,067
|
2,325,893
|
|||||
Inventory
|
665,338
|
530,056
|
|||||
Prepaid
Expenses
|
44,071
|
71,233
|
|||||
Total
Current Assets
|
3,483,983
|
2,964,635
|
|||||
Long
Term Notes Receivable
|
3,375,008
|
3,119,020
|
|||||
Equipment
- Net
|
84,293
|
89,528
|
|||||
Goodwill
|
716,179
|
714,179
|
|||||
|
|
||||||
Total
Assets
|
7,659,464
|
6,887,363
|
|||||
Liabilities
and Stockholders' Equity (Deficit)
|
|||||||
Current
Liabilities
|
|||||||
Accounts
Payable
|
431,307
|
327,848
|
|||||
Taxes
Payable
|
8,877
|
149,474
|
|||||
Line
of Credit
|
2,102,490
|
1,897,744
|
|||||
Accrued
Payroll
|
50,604
|
49,282
|
|||||
Deferred
Revenue
|
1,085,449
|
80,593
|
|||||
Other
Loans
|
129,440
|
285,795
|
|||||
Total
Current Liabilities
|
3,808,168
|
2,790,737
|
|||||
Long
Term Notes Payable
|
5,355,922
|
3,740,015
|
|||||
Commitment
|
0
|
137,859
|
|||||
|
|
||||||
Total
Liabilities
|
9,164,090
|
6,668,611
|
|||||
Stockholders'
Equity
|
|||||||
Common
Stock, authorized
|
|||||||
100,000,000
shares, $0.001 par value;
|
|||||||
Issued
and outstanding
|
|||||||
June
30, 2008 - 9,843,046 shares;
|
|||||||
less
400,000 Treasury stock
|
|||||||
June
30, 2007 - 9,843,046 shares;
|
9,832
|
9,843
|
|||||
Treasury
Stock
|
(6,500
|
)
|
|||||
Paid
in Capital
|
4,565,642
|
4,565,631
|
|||||
Retained
Earnings/(Deficit)
|
(6,073,599
|
)
|
(4,356,721
|
)
|
|||
Total
Stockholder's Equity (Deficit)
|
(1,504,626
|
)
|
218,752
|
||||
Total
Liabilities and Stockholder's Equity (Deficit)
|
7,659,464
|
6,887,363
|
Year
|
Year
|
||||||
Ended
|
Ended
|
||||||
June
30,
|
June
30,
|
||||||
2008
|
2007
|
||||||
Income
|
|||||||
Vehicle
& Finance Income
|
4,499,459
|
6,944,021
|
|||||
Cost
of Goods Sold
|
2,430,298
|
4,209,205
|
|||||
Gross
Profit/Loss
|
2,069,161
|
2,734,816
|
|||||
Gross
Margin
|
46.0
|
%
|
39.4
|
%
|
|||
Expenses
|
|||||||
Selling
and Financing Costs
|
1,976,125
|
2,433,916
|
|||||
General
and Administrative
|
1,809,914
|
2,374,984
|
|||||
Write
off of Reserves
|
|||||||
Impairment
of Goodwill
|
0
|
212318
|
|||||
Profit/Loss
before Income Taxes
|
(1,716,879
|
)
|
(2,286,403
|
)
|
|||
Provision
for Income Tax
|
|||||||
NOL
Carry Forward
|
|||||||
Net
Income (Loss)
|
(1,716,879
|
)
|
(2,286,403
|
)
|
|||
Earnings
Per Share
|
(0.17
|
)
|
(0.23
|
)
|
|||
Weighted
Average Number of
|
|||||||
Common
Shares O/S
|
9,843,046
|
9,843,046
|
Paid
in
|
Subscriptions
|
Treasury
|
Accumulated
|
Total
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Receivable
|
Stock
|
Deficit
|
Equity
|
||||||||||||||||
Balance
June 30, 2005
|
8,157,662
|
8,157
|
3,523,116
|
0
|
(1,628,393
|
)
|
1,902,880
|
|||||||||||||||
Stock
Scribed
|
1,005,500
|
1,005,500
|
||||||||||||||||||||
Purchase
of Global-E Investments
|
1,550,000
|
1,550
|
(1,550
|
)
|
0
|
|||||||||||||||||
Stock
for services
|
50,000
|
50
|
24,950
|
25,000
|
||||||||||||||||||
Stock
for services
|
20,000
|
20
|
5,180
|
5,200
|
||||||||||||||||||
Common
shares issued for cash
|
26,923
|
27
|
3,473
|
3,500
|
||||||||||||||||||
Common
shares issued for cash
|
38,461
|
28
|
4,972
|
5,000
|
||||||||||||||||||
Subscribtions
received
|
1,005,500
|
(1,005,500
|
)
|
|||||||||||||||||||
Net
(Loss)
|
|
|
|
|
|
(441,926
|
)
|
(441,926
|
)
|
|||||||||||||
Balance,
June 30, 2006
|
9,843,046
|
9,832
|
4,565,641
|
0
|
0
|
(2,070,319
|
)
|
2,505,154
|
||||||||||||||
Net
Income (Loss)
|
|
|
|
|
|
(2,286,402
|
)
|
(2,286,402
|
)
|
|||||||||||||
Balance
June 30, 2007
|
9,843,046
|
9,832
|
4,565,641
|
0
|
0
|
(4,356,721
|
)
|
218,752
|
||||||||||||||
Repurchase
of Stock
|
(6,500
|
)
|
(6,500
|
)
|
||||||||||||||||||
Net
Income (Loss)
|
|
|
|
|
(1,716,878
|
)
|
(1,716,878
|
)
|
||||||||||||||
Balance
June 30, 2008
|
9,843,046
|
9,832
|
4,565,641
|
0
|
(6,500
|
)
|
(6,073,599
|
)
|
(1,504,626
|
)
|
Year
|
Year
|
||||||
Ended
|
Ended
|
||||||
June
30,
|
June
30,
|
||||||
2008
|
2007
|
||||||
Operating
Activities
|
|||||||
Net
Income (Loss)
|
(1,716,878
|
)
|
(2,286,402
|
)
|
|||
Adjustments
to reconcile Net Income(Loss) to Net Cash
|
|||||||
used
in Operating Activities
|
|||||||
Significant
Non-Cash Transactions
|
|||||||
Depreciation/Amortization
Expense
|
10,725
|
15,736
|
|||||
Changes
in assets and liabilities
|
|||||||
(Increase)/Decrease
in Receivables
|
(411,765
|
)
|
(238,098
|
)
|
|||
(Increase)/Decrease
in Inventory
|
(140,200
|
)
|
94,843
|
||||
(Increase)/Decrease
in Other Current Assets
|
27,462
|
24,413
|
|||||
(Decrease)/Increase
in Accounts Payable
|
104,989
|
(71,660
|
)
|
||||
(Decrease)/Increase
in Other Liabilities
|
912,650
|
(612,296
|
)
|
||||
Net
Cash (Used) by Operating Activities
|
(1,213,017
|
)
|
(3,073,464
|
)
|
|||
Investing
Activities
|
|||||||
(Increase)/Decrease
in Purchase of Fixed Assets
|
(5,490
|
)
|
(64,532
|
)
|
|||
(Increase)/Decrease
in Long Term Notes Receivable
|
(257,988
|
)
|
(1,037,825
|
)
|
|||
Disposal
of Assets
|
|||||||
(Increase)/Decrease
in Impairment of Goodwill
|
307,967
|
||||||
Net
Cash provided by (used in) Investing Activities
|
(263,478
|
)
|
(794,390
|
)
|
|||
Financing
Activities
|
|||||||
(Decrease)/Increase
in Bank loan
|
1,615,907
|
3,877,874
|
|||||
(Decrease)/Increase
in Commitment
|
(137,859
|
)
|
|||||
(Decrease)/Increase
in Treasury Stock
|
(6,500
|
)
|
|||||
Net
cash provided by Financing Activities
|
1,471,548
|
3,877,874
|
|||||
Net
Increase/(Decrease) in Cash
|
(4,946
|
)
|
10,020
|
||||
Cash,
Beginning of Period
|
37,454
|
27,433
|
|||||
Cash,
End of Period
|
32,508
|
37,453
|
|||||
Supplemental
Information:
|
|||||||
Period
interest
|
883,995
|
216,071
|
|||||
Income
Taxes paid
|
0
|
0
|
Furniture, fixtures and equipment | 3 to 7 years |
Leasehold improvements | 5 to 15 years |
June
30,
|
June
30,
|
||||||
2007
|
2008
|
||||||
Financed
Contracts Receivable
|
$
|
4,635,443
|
$
|
5,267,915
|
|||
Allowance
for doubtful accounts
|
(33,493
|
)
|
(33,491
|
)
|
|||
Financed
Contracts-net
|
$
|
4,601,950
|
$
|
5,234,424
|
June
30,
|
June
30,
|
||||||
2007
|
2008
|
||||||
Furniture,
fixtures and Equipment
|
$
|
39,713
|
$
|
41,622
|
|||
Leasehold
improvements
|
56,987
|
58,235
|
|||||
Computers
& Software
|
15,767
|
18,100
|
|||||
Less
accumulated depreciation
|
(22,939
|
)
|
(33,664
|
)
|
|||
Net
Equipment
|
$
|
89,528
|
$
|
84,293
|
Year
Ending June 30,
|
2007
|
2008
|
|||||
$
|
714,179
|
$
|
716,179
|
1. |
We
had not been able to secure an adequate source of inventory in the
Tucson
area thus creating supply challenges. Inventory had to be acquired
in
Phoenix and transported to Tucson. The time, effort, and cost of
doing
this became a burden to us.
|
2. |
Retaining
qualified staff proved problematic resulting in higher than acceptable
turnover especially at the management
level.
|
3. |
Profits
were unpredictable.
|
Quarter
ended June 30,
|
2007
|
2008
|
|||||
Provision
for income taxes:
|
|||||||
Current
taxes payable
|
$
|
0
|
$
|
0
|
|||
Change
in the deferred tax asset
|
|||||||
(net
of the valuation account)
|
0
|
0
|
|||||
Total
|
$
|
0
|
$
|
0
|
2006
|
$
|
237,679
|
||
2007
|
257,010
|
|||
2008
|
182,741
|
|||
2009
|
142,263
|
Ø |
Use
of multiple nonintegrated computer systems, some of which are lacking
adequate security
|
Ø |
Inadequate
security of sensitive information
|
Ø |
Collection
of cash payments by the lots
|
Name
|
Age
|
Position
with the Company
|
Scott
Miller
|
48
|
Chief
Executive Officer and Director
|
Theodore
Valenzuela II
|
47
|
Chief
Operations Officer
|
Faith
Forbis
|
54
|
Chief
Financial Officer
|
Ø |
Treat
each co-worker with dignity, as an
individual.
|
Ø |
Respect
and improve the lives of our
customers.
|
Ø |
Tolerate
honest mistakes borne of well-meaning
effort.
|
Ø |
Promote
opportunities from within to our
co-workers.
|
Ø |
Honesty,
passion, and integrity in everything we
do.
|
Ø |
Lead
the industry with innovative products and
services.
|
Fiscal
2007
|
Fiscal
2008
|
||||||
Audit
fees
|
$
|
17,500
|
$
|
17,500
|
|||
Tax
fees
|
0
|
0
|
|||||
Total
fees
|
$
|
17,500
|
$
|
17,500
|
Item 1. |
Legal
Proceedings
|
Item 6. |
Exhibits
|
31.1 |
Rule
13a-14(a) certification
|
31.2 |
Rule
13a-14(a) certification
|
32.1 |
Rule
Section 1350 certification
|