UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended:
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Commission
file number:
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June
30, 2007
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000-50709
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NOWAUTO
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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77-0594821
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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2090 East
University, Suite 112, Tempe, Arizona 85281
(address
of principal executive offices, including zip code)
(480)
990-0007
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the Registrant (1) has filed all reports 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
o
Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
Title of Each Class
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Outstanding at December 31,
2008
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Common Stock, par value $0.001
per share
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9,843,046
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NowAuto
Group, Inc
Table
of Contents
Part
I
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3
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Item
1 - Description of Business
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3
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Item
2 - Description of Properties
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10
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Item
3 - Legal Proceedings
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11
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Item
4 - Submission of Matters to Vote of Security Holders
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11
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Part
II
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12
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Item
5 - Market for Common Equity, Dividends, Related Stockholder Matters and
Small Business issuer Purchases of Equity
Securities
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12
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Item
6 - Management’s Discussion and Analysis of Financial Condition and
Results of Operations
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12
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Item
7 - Financial Statements
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17
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Item
7A - Notes to the Financial Statements
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22
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Part
III
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31
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Item 8
- Directors, Executive Officers, Promoters, Control Person and
Corporate
Governance: Compliance With Section 16(a) of The Exchange
Act
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30
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Item 9
- Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
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31
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Item
10 - Certain Relationships and Related Transactions, and Directory
Independence
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32
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Item
11- Principal Accountant Fees and Services
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32
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Special
Note Regarding Forward Looking Statements
The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
certain forward-looking statements. Forward-looking statements are statements
other than historical information or statements of current condition. Certain
information included in this Quarterly Report on Form 10-QSB contains, and other
materials filed or to be filed by us with the Securities and Exchange Commission
(as well as information included in oral statements or other written statements
made or to be made by us or our management) contain or will contain,
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended. The words "believe," "expect," "anticipate," "estimate," project"
and similar expressions identify forward-looking statements, which speak only as
of the date the statement was made. We undertake no obligation to publicly
update or revise any forward-looking statements. Such forward-looking statements
are based upon management's current plans or expectations and are subject to a
number of uncertainties and risks that could significantly affect current plans.
In light of these risks and uncertainties inherent in all such projected
operational matters, the inclusion of forward-looking statements in this Form
10-KSB should not be regarded as a representation by us or any other person that
any of our objectives or plans will be achieved or that any of our operating
expectations will be realized. As a consequence, actual results may differ
materially from those expressed in any forward-looking statements made by or on
behalf of us as a result of various factors. Any forward-looking statements are
made pursuant to the Private Securities Litigation Reform Act of 1995 and, as
such, speak only as of the date made.
Part
I
Item
1 - Description of Business
History
NowAuto,
Inc. was organized in the state of Nevada on August 19, 1998 under the name WH
Holdings, Inc. On June 8, 2004 the name was changed to Automotive Capital Group,
Inc and we increased our authorized common stock. On August 31, 2004 the name
was changed to NowAuto, Inc.
On July
22, 2005, we were purchased by Global-E Investments, Inc. Since Global-E was a
non-operating company, this purchase was accounted for as a recapitalization
stock exchange reverse acquisition. This means that for legal purposes the
continuing entity is Global-E Investments, Inc. and for historically accounting
purposes the accounting records of Now Auto will be shown. Global-E Investments
has changed its name to NowAuto Group, Inc.
Business
Model in Non-Prime Markets
Consumers
in the non-prime finance market are individuals with challenged credit. While
some consumers enter and exit this category, others stay there for life. They
are there for one of three reasons:
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1)
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They have suffered a catastrophic
financial event. Usually, this includes a major illness, divorce, or a
period of unemployment.
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2)
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They fail to practice good
financial judgment. This is usually due to lack of training or
understanding of personal financial
management.
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3)
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They
have no established credit.
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The Buy Here/Pay Here (BHPH) industry
has existed for many years. We believe that this market has been underserved or
at least in-appropriately served in the past. Many competitors use a business
model that tends to take unfair advantage of customers. We attempt to use a
model that partners with the customer in order to keep them in their vehicle,
assists them with repairing damaged credit, or teaches better fiscal
habits.
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.
Lending
Processes
In the
application process, the customer is required to provide proof of residence,
employment, and insurance as well as a valid driver’s license, and 8 personal
references. Approval is based on a scoring system that takes into account the
length of residency and employment, occupation, and other factors. In some
cases, certain events in the customer’s credit history may be a factor. The
scoring system also takes into account the age and value of the vehicle to
determine our risk in the deal. Company policy also requires a review of the
customer’s total income to car payment ratio to ensure that the customer can
afford the vehicle.
Once
approved, the customer is expected to agree to an ACH payment or some other form
of automatic electronic payment method. While some customers have difficulty
with this type of payment method due in part to a lack of understanding, this
generally improves payment collection. Customers are not required to remain on
this type of payment, but our experience is that a request to come off this
payment plan is usually a prelude to a troubled account.
Down
payments are made in cash or, on rare occasions, with a trade in. Amounts are
approximately 15% to 18% of the price of the vehicle depending on the stability
score. Although approximately 60% of the down payment must be made upon taking
possession of the vehicle, some customers are allowed up to 30 days to pay the
remaining down payment. Terms are usually 36 to 39 months with a monthly or semi
monthly payment. Interest rates range from 21.99% to 29.99%.
Monitoring
and Managing Accounts
Communication
is the key to our account maintenance and keeps us proactive rather than
reactive. Through out the contract life, we admonish our customers to keep in
contact with their account manager. Each customer receives a welcoming letter
and/or phone call. Our account managers are provided a certain amount of
latitude in working with our customers including modifying payment dates or
partial payments. The starter interrupt unit installed on each car requires each
customer to call in once a month.
If an
account falls behind, we will make every reasonable effort to the keep the
customer in the car if they maintain communication, willingness to cooperate,
and the ability to make at least partial payments. There are a series of steps
that are required before a decision to repossess is considered. A highly
experienced collection manager then makes the decision. This means that some
vehicles are picked up very quickly if the customer is uncooperative. Under
Arizona law, customers have 10 days in which to redeem their vehicle. In order
to do so, they must pay a repossession fee, which will reimburse our cost and
bring their account current again.
The
Executive Team takes a hands-on approach to monitoring accounts. They are
committed to keeping happy customers in good cars. Status reports are generated
and reviewed on a daily basis. Great effort is made to improve the
accountability and ultimate success of the collection process.
Inventory
It is our
experience that the success of a loan in this market is largely predicated on
the condition of the vehicle as this directly affects their ability and
motivation to make payments. This is as true at the end of the contract period
as it is at the beginning. Therefore, great care and attention is giving to
repair and servicing of vehicles from the moment of acquisition to the end of
the contract. Some inventory is purchased from wholesalers. The wholesale is
responsible for vehicle warranties. These vehicles are purchased on terms. There
is no flooring plan as we prefer to keep encumbrances to a minimum.
Inventory
is also replenished through repossessions. These vehicles are inspected by the
Service Department who are also responsible for any necessary
repairs.
After the
vehicle is sold, we will assist customer with repairs at the Service Department.
Below market labor rates are offered as well as financing for more expensive
repairs. Currently, we warranty the vehicle for 500 miles or 15 days as required
by State law.
Employees
As of
June 30, 2007, we had 26 full time employees. Twelve are operational including
the Service Department, eleven are administrative support including collections,
and three are executives. Our relationship with employees is generally
considered to be good. Turnover rates are within acceptable limits.
Regulation
The BHPH
industry is subject to regulation and licensing from various federal, state, and
local governments. We believe that we maintain all requisite licenses and are in
material compliance with all applicable laws and regulations. The following list
constitutes certain of the statutes and ordinances with which we must
comply.
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State
Licensing Requirements - We maintain a banking license
and dealership licenses required in
Arizona.
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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.
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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.
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Ø
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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.
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Ø
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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.
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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.
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Ø
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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.
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Ø
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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.
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Ø
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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.
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Ø
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Bankruptcy - Federal bankruptcy and related
state laws may interfere with or affect our ability to recover collateral
or enforce a deficiency
judgment.
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Risk
Factors
Going Concern - The
accompanying financial statements have been prepared assuming that we will
continue as a going concern. We sustained a material loss in the years ended
June 30, 2005 thru June 30, 2007. This raises substantial doubt about
our ability to continue as a going concern. The financial statements do not
include any adjustments that might result from this uncertainty.
Since
that initial loss, great efforts have been made to improve our profitability.
Margins on cars sold have increased. Costs, especially overhead, have been
reduced. Head count is kept to a minimum. Our loss rate has improved. We have
also hired new finance and accounting personnel to better track our
profitability and negotiate selling contracts.
The
fiscal year ended June 30, 2007 reflects a substantial net loss. We did report a
profit for the year ended June 30, 2006, before impairment of Goodwill. We may
need to attract capital investors to continue in existence. No assurance can be
made that these investors will be forthcoming.
We may
require additional capital to implement our business plan, and, if additional
capital is not available, we may have to curtail or cease operations. We believe
that the most efficient manner to increase shareholder value is to execute our
business plan, which will require additional capital. However, there is no
assurance that we will be successful in the short-term of raising additional
funds to fulfill our business plan, or that we will ever be successful in
raising additional capital for the business, which could have a material adverse
effect on our results of operations and cash flows.
Limited Assets and Operating
History - We have no operating history as a finance company prior to the
fiscal year ended June 30, 2005 and do not have nor expect to have, any
significant assets other than the contracts that we originate. We give no
assurance that our efforts to engage in the specialty finance business will be
successful. As a business with a limited operating history, if we fail to
establish a profitable business, compete effectively in our market, attract
qualified employees, build an adequate infrastructure or enhance our
technologies, we may not obtain or maintain profitability.
Ability to Manage Growth; Risks
Associated with Expansion and Changes in Business - Our future growth
will depend in large part on our ability to open additional used car stores,
manage expansion, control costs in our operations, underwrite and collect
finance receivables without significant losses, develop the human resources
necessary to support rapid growth and establish and maintain the infrastructure
necessary to execute our business plan.
Our
growth has placed significant demands on all aspects of our business, including
our management, administrative, operational financial reporting and other system
personnel. Additional growth may further strain our system and resources, and
there can be no assurance that our operations, resources, procedures, and
controls will be adequate to support further expansion. As growth continues, we
will review our management infrastructure; systems and financial controls, new
store locations and any acquired used car dealership operations and make
adjustments or reorganizations as appropriate. Unforeseen capital and operating
expenses, liability, and barriers to entry in the markets in which we have
little or no prior experience, or other difficulties, complications and delays
frequently encountered in connection with the expansion and integration of
operations, could inhibit or growth. In order for us to recognize the full
benefits of a significant acquisition, we will need to integrate the acquisition
with our administrative, finance, sales, personnel, and marketing
organizations.
Our
ability to continue to grow our specialty retail business will also be dependent
upon, among other things, our ability to attract and retain competent
management, the availability of capital to fund expansion and the availability
of suitable store locations and, to a lesser extent, suitable acquisition
candidates.
Our
finance receivables portfolio has grown and this is expected to continue. This
growth creates the risk that our provision for credit losses will not be
sufficient to cover actual losses on the portfolio. Our failure to maintain a
sufficient provision for credit losses could have a material adverse effect on
our financial condition, results of operations or cash flows.
The
diversion of management’s attention required by the integration of multiple
stores, as well as any other difficulties which may be encountered in the
transition and integration process, could have a material adverse effect on our
financial condition, results of operations or cash flows. There can be no
assurance that we will successfully open additional stores or identify suitable
acquisition candidates. There can be no assurance acquisitions will be
consummated on acceptable terms or that we will be able to integrate
successfully the expanded operations or mange the related increase in
personnel.
Unseasoned Loan Portfolio -
Due to our loan portfolio growth, a significant portion of the loans are
unseasoned. Accordingly, delinquency and loss rates in the portfolio will most
likely fluctuate unpredictably. Vehicles that serve as collateral will, in most
cases, be worth less than the unamortized principal and interest charges. The
resale prices of used vehicles will affect the amount realized following
repossession of collateral. Further, we may also incur significant costs before
and after repossessing a financed vehicle. We do not intend to purchase
insurance to protect against loan defaults or make up the loss realized on the
resale of the repossessed vehicle that secured such defaulted loan. There is no
assurance that loans made by us to our customers will ultimately be repaid,
which would result in our having to write off such loans and would materially
and adversely affect our financial condition, results of operations or cash
flows.
High Leverage - We are highly
leveraged. A substantial portion of such debt is collateralized by our finance
contracts and automobile inventory. Our substantial leverage could have adverse
consequences, including (i) limiting our ability to obtain additional financing,
(ii) requiring us to use substantial portions of operating cash flow to meet
interest and principal repayment obligations, (iii) exposing us to interest rate
fluctuations due to floating interest rates on certain borrowing, (iv)
increasing our vulnerability to changes in general economic conditions and
competitive pressures, and (v) limiting our ability to capitalize on potential
growth opportunities.
Substantial Need for Additional
Capital - We may require additional capital in order to fund our
expansion. If adequate funds are not available on terms acceptable to us, we may
be required to significantly curtail our expansion plans. Our ability to fund
the planned expansion is directly related to the availability of funding
sources.
The
operation of used car dealership and finance companies is capital intensive. We
require capital to (i) acquire and maintain inventories of cars and parts, (ii)
originate finance contracts, (iii) purchase and maintain service equipment, and
(iv) maintain our facilities. We finance the purchase on inventory and lease the
properties on which we conduct business. Consequently, we incur significant
operating, borrowing and fixed occupancy cost. Should the capital expenditure
requirements exceed current estimates, we could be required to seek additional
financing in the future. There can be no assurance that we will be able to
obtain such financing when needed or on acceptable terms. As a result, we may be
forced to reduce or delay additional expenditures or otherwise delay, curtail or
discontinue some or all of our operations. Further, if we are able to access
additional capital through borrowings such debt will increase our already
substantial debt obligations, which could have a material adverse effect on our
financial condition, result of operations or cash flows.
Our
financing transaction terms are affected by a number of other factors that are
beyond our control, including among others, conditions in the securities and
finance markets generally, prevailing interest rates, and prevailing economic
conditions. If we raise additional funds by issuing equity securities, dilution
to the holders of common stock may result.
Sensitivity to Interest Rates
- a substantial portion of our finance contract income results from the
difference between the rate of interest we pay on the funds we borrow and the
rate of interest we earn pursuant to our contracts. While our contracts bear
interest at fixed rates, our indebtedness generally bears interest at floating
rates. If our interest expense increases, we would seek to compensate for such
increases by raising the interest rate on our newly originated contracts or
raising our retail car sales prices. To the extent we are unable to do so
because of legal limitations or otherwise, our net contract margins would
decrease, thereby adversely affecting our financial condition, results of
operations or cash flows.
Fluctuations in Operating
Results - Our operating results have varied in the past and may vary
significantly in the future. Factors causing fluctuations in operating results
include, among other things, seasonality in car purchases, changes in our
pricing policies, changes in operating expenses, changes in our strategy,
personnel changes, the effect of acquisitions and general economic factors. We
have limited or no control over many of these factors.
Business Cycle - sales of
vehicles historically have been cyclical, fluctuating with general economic
cycles. During economic downturns, the automotive retailing and financing
industry tends to experience the same periods of decline and recession as those
experienced in the general economy. We believe that the industry in influenced
by general economic conditions and particularly by consumer confidence,
employment rates, the level of personal discretionary spending, interest rates
and credit availability. There can be no assurance that the industry will not
experience sustained periods of declines in vehicle sales in the future. Any
such declines would have a material adverse effect on our financial condition,
results of operations or cash flows.
Potential Adverse Effect of Economic
Slowdown - Our business is directly related to sales of used vehicles,
which are affected by employment rates, prevailing interest rates and other
general economic conditions. A future economic slowdown or recession could lead
to increased delinquencies, repossessions and credit losses on contracts could
hinder our business and planned expansion. Due to our focus on customer with
challenged credit, our actual rate of delinquencies, repossessions and credit
losses on contracts could be higher under adverse conditions that those
experienced in the automobile finance industry in general. Economic changes are
uncertain and weakness in the economy could have a material adverse effect on
our financial condition, results of operations or cash flows.
Geographic Concentration -
Our specialty retailing operations are presently concentrated in the Phoenix,
Arizona metropolitan area. An economic slow down or recession, a change in the
regulatory or legal environment, natural disasters or other adverse conditions
in the Phoenix metropolitan area could have a material adverse effect on our
financial condition, results of operations or cash flows.
Sourcing Used Cars - We
acquire a significant amount of our used car inventory through auctions,
wholesalers and trade-ins at our car stores. An affiliated entity provides a
floor plan for our existing inventory requirements. There can be no assurance
that sufficient inventory will continue to be available to us, the affiliated
entity will continue to provide us an inventory floor plan, or will be available
at comparable costs, particularly if changes occur in the type of used vehicles
that are sold in auctions or if competitive pressure increase as a result of new
entrants into our market. Ay reduction in available inventory or increase in
inventory wholesale costs that cannot be reflected in retail market prices could
have a material adverse effect on our financial condition, results of operations
or cash flows.
Environmental Risks - we are
subject to federal, state, local laws, ordinances and regulations that establish
various health and environmental quality standards, liability related thereto,
and provide penalties for violations of those standards. Under certain laws and
regulations ac current or previous owner or operator of real property may be
liable for the cost of removal and remediation of hazardous or toxic substances
or wastes on, under, in or emanating from such property. Such laws typically
impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of such hazardous or toxic substance or wastes.
Certain laws, ordinances and regulations may impose discharges into waters of
the state, including groundwater. Under certain other laws, generators of
hazardous or toxic substances or wastes that send such substances or wastes to
disposal, recycling or treatment facilities may be liable for remediation of
contamination at such facilities. Other laws govern the generation, handling,
storage, transportation and disposal of hazardous and toxic substances and
wastes, the operating and removal of under ground storage tanks, the discharge
of pollutants into surface waters and sewers, emissions of certain potentially
harmful substance into the air and employee health and safety. Our business
operations are subject to such laws including the use, handling and contracting
for recycling or disposal of hazardous or toxic substances or wastes, including
environmentally sensitive materials such as motor oil, transmission fluid, anti
freeze, freon, batteries, solvent, lubricants, degreasing agents, and
gasoline.
Certain
laws, including those governing air emissions are emended periodically to
require compliance with new or more stringent standards as of future dates. We
cannot predict what other environmental legislation or regulations will be
enacted in the future, how existing or future laws or regulations will be
administered or interpreted or what environmental conditions may be found to
exist in the future. Compliance with new or more stringent laws or regulations,
stricter interpretation of existing laws, or the future discovery of
environmental conditions may require expenditures by us, some which may be
material.
Creditworthiness of Contract
Obligors - Substantially all of our contracts are non-prime consumer
credits. The non-prime consumer finance market is comprised of borrowers whoa re
unable to obtain traditional financing due to various credit challenges.
Consequently, the incidence of delinquency or default is significantly higher
for non-prime consumer credits than in the case of prime consumer credits. For
these reason, such contracts bear interest at rates significantly higher than in
the case of prime consumer credits and can be purchased at a discount to the
principal balance, but also involve a higher probability of default and greater
servicing costs. Our profitability depends, in part, upon our ability to
properly evaluate the creditworthiness of non-prime consumers and efficiently
service such contracts. Loan losses may exceed the proceeds of the performing
loans, thus impairing our ability to be successful.
Network Infrastructure and Computer
Systems May Fail - The continuing and uninterrupted performance of our
network infrastructure and computer systems is critical to success. Operations
are dependant upon our ability to protect our computer systems against damage
from fire, storms, power loss, telecommunications failures, vandalism and other
malicious acts and similar unexpected events. Any damage or failure that
interrupts or delays our operations could have a materially adverse effect on
our business and financial results.
We must Maintain
Confidentiality - We receive highly confidential information from
customers that is stored in our files and on our computer systems. Our security
procedures may fail to adequately protect information that we are obligated to
keep confidential. Any breach of security relating to customers’ confidential
information could result in legal liability for us and a harmful reduction in
the use of our website by our customers.
Competition and Market
Conditions - The non-prime consumer automobile sales and finance market
is very fragmented and highly competitive. We believe that there are numerous
non-traditional consumer sales and finance sources serving this market.
Traditional automobile financing sources include commercial banks, savings and
loans, credit unions, captive finance companies of automobile manufacturers and
other consumer lenders. In recent years, these traditional sources have begun to
enter the market in increasing numbers. To the extent that they expand their
activities in this market, our ability to execute our business and growth
strategy may be adversely affected. We may also be effected by certain
demographic, economic and industry trends. For example, these trends include
increased sales of used vehicles, the rising price of new vehicles compared to
U.S. median family income, the rising of gasoline, and the overall over all of
interest rates in general. We believe that recent trends favor increased growth
in the portion of the automobile sales and finance industry that serves
non-prime consumers. However, a reversal of any of these trends could have a
material adverse affect on our operations, profitability and
growth.
Performance Dependent on Executive
Officers - Our performance is highly dependent on the continued services
of our executive officers and other key personnel, the loss of any of whom could
materially affect our business, results of operations and financial
condition.
Dilution of shareholder Ownership
Interest - Holders of our common stock have no preemptive rights with
respect to future issuances of common stock and accordingly, will not be able to
maintain their current ownership interest in us. Our articles of incorporation
and applicable provisions of Nevada law provide that, under certain
circumstance, we may issue authorized capital at the approval of our board of
directors, and no shareholder vote or other form of shareholder approval is
required to issue such capital. Consequently, we may issue shares of common
stock in connection with future financings or acquisition and any future such
issuances will significantly dilute all current shareholders’ ownership
percentage in us.
Extensive Regulatory
Requirements - Our business is subject to extensive supervision and
regulation under federal, state, and local laws and regulations which, among
other things, requires us to obtain and maintain certain licenses and
qualifications, limits interest rates, fees and other charges associated with
the contracts purchased by us, requires specified disclosures by dealers to
consumer and limit our right to repossess and sell collateral. An adverse change
in, modification to or clarification of any of these laws or regulations, or
judicial interpretations as to whether and in what manner such laws or
regulations apply to contracts purchased or originated by us, could result in
interpretations as to whether and in what manner such laws or regulations apply
to contract purchased or originated by us, could result in potential liability
related to existing contracts and could have a material adverse effect on our
financial condition and results of operations. In addition, due to the
consumer-oriented nature of the industry in which we operate and uncertainties
with respect to the application of various laws and regulations in certain
circumstance, industry participants frequently are named as defendants in
litigation involving alleged violations of federal and state consumer lending or
other similar laws and regulations.
Section 404 of the Sarbanes-Oxley
Act of 2002 - Failure to maintain effective internal controls in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a
material adverse effect on the market’s perception of our business and our
ability to raise capital. We are in the process of documenting and testing our
internal control procedures in order to satisfy the requirements of Section 404,
which will require annual management assessments of the effectiveness of our
internal controls over financial rep9rting and a report by our Independent
Auditors addressing these assessments. If we fail to maintain the adequacy of
our internal controls, as such standards are modified, supplemented, or amended
from time to time, we may not be able to ensure that we can conclude on an
ongoing basis that we have effective internal controls over financial reporting
in accordance with Section 404. While we continue to dedicate resources and
management time to ensuring that we have effective controls over financial
reporting, failure to achieve and maintain an effective internal control
environment could have a material adverse effect on the market’s perception of
our business and our ability to raise capital.
Penny Stock Rules - Trading
in our securities will be subject to the “penny stock” rules for the foreseeable
future. The Securities and Exchange Commission has adopted regulations that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share, subject to certain exceptions. These rules require
that any broker-dealer who recommends our securities to person other than prior
customers and accredited investors must, prior to the sale, make a special
written suitability determination for the purchaser and receive the purchaser’s
written agreement to execute the transaction. Unless an exception is available,
the regulations require the deliver, prior to any transaction involving a penny
stock, of a disclosure schedule explaining the penny stock market and the risks
associated with trading in the penny stock market. In addition, broker-dealers
must disclose commissions payable to both the broker0dealer and the registered
representative and current quotations for the securities they offer. The
additional burdens imposed upon broker-dealers by such requirements may
discourage broker-dealers from recommending transactions in our securities,
which could severely limit the liquidity of our common stock and consequently
adversely affect the market price.
No dividends - Holders of our
securities will only be entitled to receive those dividends that are declared by
our board of directors out of surplus. We do not expect to have surplus
available for declaration of dividends in the foreseeable future. Indeed, there
is no assurance that such surplus will ever materialize to permit payment of
dividends. The board of directors will determine future dividend policy based
upon our results of operations, financial condition, capital requirements,
reserve needs and other circumstances.
Item
2 - Description of Properties
Our
corporate offices at 2090 E. University are leased and consists of approximately
4,860 sq ft. All administrative staff is located here. The current lease has a
$3,357 monthly payment and expires on September 30, 2009.
We
currently operate 3 lots all located in the Phoenix area. All the properties are
rented. This allows a certain flexibility when local markets change or relocate.
A summary of the 3 properties is listed below.
Ø
|
8241 W. Jefferson Avenue, Peoria,
AZ has a capacity of 90
cars.
|
Ø
|
814 N Scottsdale Rd, Tempe, AZ
has a capacity of up to 20
cars.
|
Ø
|
1366 W. Broadway, Mesa, AZ has a
capacity of 45 cars..
|
Item
3 - Legal Proceedings
John
Pappas
A former
employee has sued NavicomGPS, Inc, NowAuto.com, Inc, and NowAuto, Inc. claiming
that he was owed a bonus and other compensation with treble damages. NowAuto
Group, Inc was not named. The employee obtained a summary judgment against the
debtor companies in the amount of $137,858.83. This judgment was reflected in
the statements for the Fiscal Year Ending June 30, 2007.
Other
In the
normal course of business we may become involved with various other litigation.
Other than as described above, we know of no pending or threatened legal
proceedings to which we are or will be a party which, if successful, might
result in a material adverse change in our business, properties or financial
condition.
Item
4 - Submission of Matters to Vote of Security Holders
No
matters were submitted during our fourth quarter of the fiscal year covered by
this report to a vote of our shareholders.
Part
II
Item
5 - Market for Common Equity, Dividends, Related Stockholder Matters and Small
Business issuer Purchases of Equity Securities
Market
Information
Our stock
first began trading in July of 2004 on the Pink Sheets under the symbol NWAU.PK.
As a result of the merger (see Item 1), stock began trading on the OTC Bulletin
Board under the symbol NAUG.BB. The reported high and low bid prices listed
below are for the common stock reported for NAUG.BB for the periods
indicated.
|
|
High
|
|
|
Low
|
|
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 |
|
|
|
|
|
|
|
|
|
|
Fiscal
2006
|
|
|
|
|
|
|
|
|
Fourth
Quarter
|
|
$ |
0..84 |
|
|
$ |
0.17 |
|
Third
Quarter
|
|
$ |
0.50 |
|
|
$ |
0.30 |
|
Second
Quarter
|
|
$ |
1.07 |
|
|
$ |
0.35 |
|
First
Quarter
|
|
|
N/A |
|
|
|
N/A |
|
Holders
As of
June 30, 2007, we had approximately 1,250 beneficial owners of record of our
common stock.
Dividends
We have
never paid dividends on our common stock. We anticipate that all of our future
earnings will be retained for the development of our business and do not expect
to pay any cash dividends in the foreseeable future. Any actual payment of
future dividends will be at the discretion of our board of directors and will be
based on our future earnings, financial condition, capital requirements and
other relevant factors.
Item
6 - Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Forward-looking
Information
The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
certain forward-looking statements. Certain information included in this
Quarterly Report on Form 10-QSB contains, and other materials filed or to be
filed by us with the Securities and Exchange Commission (as well as information
included in oral statements or other written statements made or to be made by us
or our management) contain or will contain, forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended. The words "believe,"
"expect," "anticipate," "estimate," project" and similar expressions identify
forward-looking statements, which speak only as of the date the statement was
made. We undertake no obligation to publicly update or revise any
forward-looking statements. Such forward-looking statements are based upon
management's current plans or expectations and are subject to a number of
uncertainties and risks that could significantly affect current plans,
anticipated actions and our future financial conditions and results. As a
consequence, actual results may differ materially from those expressed in any
forward-looking statements made by or on behalf of us as a result of various
factors. Any forward-looking statements are made pursuant to the Private
Securities Litigation Reform Act of 1995 and, as such, speak only as of the date
made.
Business
Overview
Since
2004, NowAuto Group, Inc., a Nevada corporation (the "Company") is a publicly
held retailer focused on the "Buy Here/Pay Here" segment of the used vehicle
market. We generally sell 1999 and newer model-year used vehicles and provides
financing for substantially all of our customers. Many of our customers have
limited financial resources and would not qualify for conventional financing as
a result of limited credit histories or past credit problems. As of June 30,
2007, we had three stores, all of which are located in the State of
Arizona.
The
market for used vehicle sales in the United States is significant. Used vehicle
retail sales typically occur through franchised new vehicle dealerships that
sells used vehicles, or independent used vehicle dealerships. We operate in the
"Buy Here/Pay Here" segment of the independent used vehicle sales and finance
market. Buy Here/Pay Here dealers sell and finance used vehicles to individuals
with limited credit histories or past credit problems. Buy Here/Pay Here dealers
typically offer their customers certain advantages over more traditional
financing sources, such as broader and more flexible credit terms, attractive
payment terms, including scheduling payments on a weekly or bi-weekly basis to
coincide with a customer's payday, and the ability to make payments in person,
an important feature to individuals who may not have checking accounts. In turn,
interest rates on vehicle loans we finance are generally higher than those
offered to individuals who purchase from other new or used vehicle dealers or
who have better credit histories.
The
Company's primary focus is on sales and collections. The Company is
responsible for its own collections through its internal collection department
with supervisory involvement of the corporate office. For the twelve months
ended June 30, 2007 estimated credit losses as a percentage of contracts were
increased substantially over the prior year. In the past nine months the
Company implemented new and stricter underwriting criteria at the store level.
In addition the Company implemented stricter contract criteria which, in the
short term, resulted in higher repossessions and charge-off accounts. While
these measures contributed to higher credit losses, during/in the June 30, 2007
fiscal year, the Company believes that its loan portfolio will reflect
higher quality loan that result in lower credit losses in the future. In
addition, credit losses are also impacted, to some degree, by economic
conditions in the markets in which the Company serves. In recent months, energy
costs have risen at a rate much faster than the general rate of inflation. While
the Company believes the most significant factor affecting credit losses is the
proper execution (or lack thereof) of its business practices, the Company also
believes that higher energy and fuel costs have a negative impact on collection
results.
Hiring,
training and retaining qualified personnel are critical to our success. The
number of trained managers we have at our disposal will limit the rate at which
we add new stores. Excessive turnover, particularly at the store manager level,
could impact our ability to add new stores. During the twelve months ended June
30, 2007 we added resources to train and develop personnel. We expect to
continue to invest in the development of our workforce.
We also
offers GPS tracking services through our NaviCom GPS, Inc. subsidiary that
allows users, including vehicle dealers and others, to locate, track and monitor
motor vehicles and other personal property.
Fiscal Year Ended June 30,
2007 vs. Fiscal Year Ended June 30, 2006
Revenue
for the fiscal year ended June 30, 2007 was $6,944,021 versus revenue of
$11,683,865 for the fiscal year ended June 30, 2006. The decline in revenue was
a result of (i) lower retail sales due to increased credit and underwriting
criteria; and (ii) cessation of unprofitable auction activities in the September
2006 quarter.
The
Company's gross profit as a percentage of sales during fiscal year ending June
30, 2007 was 39.4% vs. 31.6% for the fiscal year ended June 30, 2006. The
increase in gross profit margin was primarily due to the Company’s focus on
higher margin vehicle finance sales and finance income.
During
the three months ended March 31, 2007, the Company experienced higher than
normal increase in bad debt expense due to higher than normal repossessions.
While the Company believes that proper execution (or lack thereof) of its
business practices is the most significant factor affecting credit losses, the
Company also believes that general economic conditions, including but not
limited to higher energy, fuel costs, and the troubled credit market adversely
affected collection efforts and resulted in higher than normal vehicle
repossessions during the quarter ended March 31, 2007. General and
administrative expenses as a percentage of sales were 32% for the fiscal year
ended June 30, 2007 versus 19% for the year ended June 30, 2007, due
primarily to interest expense as the Company's debt facility (see Note
15). Interest expense increased from $79,454.96 in fiscal 2006 to
$706,644.04 in fiscal 2007.(See Note 15). Furthermore, because the Company now
retains its own contracts, it created a collections department thereby
increasing financing expenses. The Company has also become more cost-effective
in other areas, including banking charges down 80%, computer costs down 90%,
liability insurance down 7%, and general office expenses down 11%.
Financial
Condition
The
following sets forth the major balance sheet accounts of the Company as of the
dates specified.
|
|
June 2007
|
|
June 2006
|
|
Accounts
Receivable (net)
|
|
|
5,444,913
|
|
|
4,063,066
|
|
Inventory
|
|
|
530,056
|
|
|
624,898
|
|
Equipment
|
|
|
89,528
|
|
|
40,733
|
|
Goodwill
|
|
|
716,179
|
|
|
928,747
|
|
Accounts
Payable
|
|
|
327,848
|
|
|
406,002
|
|
Taxes
Payable
|
|
|
149,474
|
|
|
391,757
|
|
As of
June 30, 2005 the Company held no contracts. During the quarter ended September
30, 2005 management made the decision to begin its own financing. This accounts
for the increase in accounts receivable. Inventory rose as a result of increased
sales. The Company had no significant increase in equipment purchase for the
quarter. The increase noted is actually a transfer of assets. The Sunburst lot
was purchased on July 7, 2005. As of that date $350,000 in fixed assets was
transferred from other assets to equipment and depreciation was initiated. The
increase in accounts payable was a result of increased volume of business and
strained cash flow.
Liquidity and Capital
Resources
During
the twelve months ended June 30, 2006 the Company had investment equity
infusions to shore up the lack of cash flow. The Company has not had any
investments since September 30, 2005. Since the middle of August 2005 the
Company has also kept most of its contracts as opposed to selling the contracts
to third parties. This put a severe strain on the cash flow of the Company and
made it difficult to pay normal overhead expenses on an ongoing basis. Without a
source to finance or purchase the contracts the Company had cash sales from its
weekly auction and monthly payments from its contracts receivable portfolio as
its only cash flow. During the three month period ended March 31, 2006 the
Company executed a finance agreement with an independent finance company to fund
the Company's installment contracts. This is now and continues to be the
Company’s primary source of cash.
Critical Accounting
Policies
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Company to make
estimates and assumptions in determining the reported amounts of assets and
liabilities and disclosures 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 the Company's
estimates. The Company believes the most significant estimate made in the
preparation of the accompanying consolidated financial statements relates to the
determination of is allowance for doubtful accounts, which is discussed
below.
The
Company maintains an allowance for doubtful accounts on an aggregate basis at a
level it considers sufficient to cover estimated losses in the collection of its
finance receivables. The allowance for doubtful accounts is based primarily upon
recent historical credit loss experience, with consideration given to trends in
the industry, delinquency levels, collateral values, and economic conditions and
collections practices. The allowance for doubtful accounts is periodically
reviewed by management with any changes reflected in current operations.
Although it is at least reasonably possible that events or circumstances could
occur in the future that are not presently foreseen which could cause actual
credit losses to be materially different from the recorded allowance for credit
losses, the Company believes that it has given appropriate consideration to all
factors and has made reasonable assumptions in determining the allowance for
doubtful accounts.
Off-Balance
Sheet Arrangements
As of
June 30, 2007, we did not have any relationship with unconsolidated entities or
financial partnerships, which other companies have established for the purpose
of facilitating off-balance sheet arrangements as defined in Item 303(c)(2) of
SEC Regulation S-B. Therefore, we are into materially exposed to any financing,
liquidity, market or credit risk that could arise if we had engaged in such
relationships.
Recent
Accounting Pronouncements
In
December 2004, The Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards 123R, "Share-Based Payment" (SFAS
123R), which is a revision of SFAS 123. SFAS 123R supersedes APB Opinion No. 25.
Generally, the approach in SFAS 123R is similar to the approach described in
SFAS 123, except that SFAS 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the income
statements based on fair values. Pro forma disclosure is no longer an
alternative under SFAS 123R. SFAS 123R was originally issued with the
implementation required for interim and annual periods beginning after June 15,
2005. One April 15, 2005 the Securities and Exchange Commission delayed the
required effective date of SFAS 123R to the beginning of the first fiscal year
that begins after June 15, 2005.
We have a
policy of immediate compliance with all new accounting standards. It has
complied with these new requirements since the beginning of our prior fiscal
year, July 1, 2004.
Quantitative
and Qualitative Disclosures about Market Risk
As of
March 31, 2006 the Company had obtained long term institutional financing in the
form of collateral debt, and as such the Company’s earnings are impacted by
interest paid. Interest rates charged by the Company on the vehicles financed by
the Company are fixed and are within lending rate regulations in the State of
Arizona.
The
Company generally finances vehicles on behalf of high risk borrowers with poor
credit histories. A portion of these loans become delinquent and require
repossession of the vehicles. Charges in the company’s delinquency expense
caused by changes in economic conditions or other factors could increase the
Company’s bad debt charge-offs and provision for losses which would adversely
affect profitability. Moreover, increased credit losses could substantially
reduce the Company’s working capital and limit operations.
Our
vehicle sales and finance business is seasonal in nature. The period October
through December is historically the slowest period for vehicle sales. Many of
our operating expenses such as administrative personnel, rent and insurance are
fixed and cannot be reduced during period of decreased sales. Conversely, the
period January through May is historically the busiest time for vehicle sales as
many of our customers use income tax refunds as down payment on the purchase of
a vehicle.
Controls
and Procedures
The
Company's management has evaluated the effectiveness of the design and operation
of its financial and operating controls and procedures as of the end of the
period covered by this annual report on Form 10-K, and, based on their
evaluation have concluded that these controls and procedures, while improved
over last year, are not effective in part due to a weakness in the information
technology ("IT") controls.
During
the twelve months ended June 30, 2006 the Company made a number of improvements
in the IT area including (i) hiring a seasoned chief accountant; (ii) installing
new software programs specific to the Company's business; and (iii) improving
operational reporting procedures and controls. During the twelve months ended
June 30, 2007 the Company has continued to enhance and improve its business
systems. While the Company's management believes improvements have been made,
there is still work to be done to improve integration and control of data
flow.
Item
7 - Financial Statements
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB
REGISTERED
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
NowAuto
Group Inc
Las
Vegas, Nevada
We have
audited the accompanying balance sheet of NowAuto Group Inc as of June 30, 2007
and 2006, and the related statements of operations, stockholders’ equity and
cash flows for the years ended June 30, 2007 and 2006. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits 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. We believe that
our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Now Auto Inc as of June 30, 2007
and 2006 and the results of its operations and its cash flows for the years
ended June 30, 2007 and 2006, in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 13 to the financial
statements, the Company’s recurring losses raise substantial doubt about its
ability to continue as a going concern. Management’s plans concerning
these matters are also described in Note 13. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/
Moore & Associates, Chartered
Moore
& Associates Chartered
Las
Vegas, Nevada
September
28, 2007
2675 S. Jones Blvd. Suite
109, Las Vegas, NV89146 (702) 253-7499 Fax (702)
253-7501
NowAuto
Group, Inc
Consolidated
Balance Sheets
|
|
June
30,
|
|
|
June
30,
|
|
|
|
2007
|
|
|
2006
|
|
Assets
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
|
|
37,454 |
|
|
|
27,433 |
|
Accounts
Receivable - Net
|
|
|
2,325,893 |
|
|
|
1,582,495 |
|
Inventory
|
|
|
530,056 |
|
|
|
624,898 |
|
Prepaid
Expenses and Other Assets
|
|
|
69,233 |
|
|
|
189,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,962,635 |
|
|
|
2,423,872 |
|
|
|
|
|
|
|
|
|
|
Long
Term Notes Receivable
|
|
|
3,119,020 |
|
|
|
2,592,988 |
|
Equipment
- Net
|
|
|
89,528 |
|
|
|
40,733 |
|
|
|
|
|
|
|
|
|
|
Goodwill
and Intangibles
|
|
|
716,179 |
|
|
|
928,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,887,363 |
|
|
|
5,986,340 |
|
|
|
|
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
|
327,848 |
|
|
|
406,002 |
|
Taxes
Payable
|
|
|
149,474 |
|
|
|
391,757 |
|
Line
of Credit
|
|
|
1,897,744 |
|
|
|
2,480,571 |
|
Accrued
Payroll
|
|
|
49,282 |
|
|
|
56,303 |
|
Deferred
Revenue
|
|
|
80,593 |
|
|
|
|
|
Other
Loans
|
|
|
285,795 |
|
|
|
146,554 |
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
2,790,737 |
|
|
|
3,481,186 |
|
|
|
|
|
|
|
|
|
|
Long
Term Notes Payable
|
|
|
3,740,015 |
|
|
|
|
|
Commitment
|
|
|
137,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
6,668,611 |
|
|
|
3,481,186 |
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
|
|
Common
Stock, authorized 100,000,000 shares, $0.001 par value; Issued
and outstanding June 30, 2006 - 8,157,661 shares;June 30, 2007 - 9,843,046
shares;
|
|
|
9,843 |
|
|
|
8,158 |
|
|
|
|
|
|
|
|
|
|
Paid
in Capital
|
|
|
4,565,631 |
|
|
|
4,567,316 |
|
|
|
|
|
|
|
|
|
|
Retained
Earnings/(Deficit)
|
|
|
(4,356,721 |
) |
|
|
(2,070,319 |
) |
|
|
|
|
|
|
|
|
|
Total
Stockholder's Equity
|
|
|
218,752 |
|
|
|
2,505,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,887,363 |
|
|
|
5,986,340 |
|
The accompanying
notes are an integral part of these financial statements.
NowAuto
Group, Inc
Consolidated
Statements of Operations
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June
30,
|
|
|
June
30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Income
|
|
|
|
|
|
|
Vehicle
& Finance Income
|
|
|
6,944,021 |
|
|
|
11,683,865 |
|
|
|
|
|
|
|
|
|
|
Cost
of Goods Sold
|
|
|
4,209,205 |
|
|
|
7,988,305 |
|
|
|
|
|
|
|
|
|
|
Gross
Profit/Loss
|
|
|
2,734,816 |
|
|
|
3,695,560 |
|
|
|
|
|
|
|
|
|
|
Gross
Margin
|
|
|
39.4 |
% |
|
|
31.6 |
% |
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Selling
and Financing Costs
|
|
|
2,433,916 |
|
|
|
941,335 |
|
General
and Administrative
|
|
|
2,374,984 |
|
|
|
2,300,739 |
|
Write
off of Reserves
|
|
|
|
|
|
|
213,887 |
|
Impairment
of Goodwill
|
|
|
212,318 |
|
|
|
686,868 |
|
|
|
|
|
|
|
|
|
|
Profit
before Income Taxes
|
|
|
(2,286,402 |
) |
|
|
(447,268 |
) |
|
|
|
|
|
|
|
|
|
Provision
for Income Tax
|
|
|
|
|
|
|
|
|
NOL
Carry Forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
|
(2,286,402 |
) |
|
|
(447,268 |
) |
|
|
|
|
|
|
|
|
|
Earnings
Per Share
|
|
|
(0.23 |
) |
|
|
(0.05 |
) |
|
|
|
|
|
|
|
|
|
Shares
O/S
|
|
|
9,843,046 |
|
|
|
9,843,046 |
|
The
accompanying notes are an integral part of these financial
statements
NowAuto
Group, Inc
Consolidated
Stockholders' Equity
|
|
|
|
|
|
|
|
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
|
|
The
accompanying notes are an integral part of these financial
statements
NowAuto
Group, Inc
Consolidated
Statements of Cash Flows
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss)
|
|
|
(2,286,402 |
) |
|
|
(441,926 |
) |
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile Net Income(Loss) to Net Cash
|
|
|
|
|
|
|
|
|
used
in Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant
Non-Cash Transactions
|
|
|
|
|
|
|
|
|
Common
Stock for services
|
|
|
|
|
|
|
30,200 |
|
Depreciation/Amortization
Expense
|
|
|
15,736 |
|
|
|
49,613 |
|
Changes
in assets and liabilities
|
|
|
|
|
|
|
|
|
(Increase)/Decrease
in Receivables
|
|
|
(238,098 |
) |
|
|
(2,578,828 |
) |
(Increase)/Decrease
in Inventory
|
|
|
94,843 |
|
|
|
(288,512 |
) |
(Increase)/Decrease
in Other Current Assets
|
|
|
24,413 |
|
|
|
(89,617 |
) |
(Decrease)/Increase
in Accounts Payable
|
|
|
(71,660 |
) |
|
|
76,577 |
|
(Decrease)/Increase
in Other Liabilities
|
|
|
(612,296 |
) |
|
|
342,067 |
|
|
|
|
|
|
|
|
|
|
Net
Cash (Used) by Operating Activities
|
|
|
(3,073,463 |
) |
|
|
(2,900,427 |
) |
|
|
|
|
|
|
|
|
|
Investing
Activities
|
|
|
|
|
|
|
|
|
(Increase)/Decrease
in Purchase of Fixed Assets
|
|
|
(64,532 |
) |
|
|
(121,568 |
) |
(Increase)/Decrease
in Long Term Notes Receivable
|
|
|
(1,037,825 |
) |
|
|
(1,649,125 |
) |
(Increase)/Decrease
in Write off Reserves
|
|
|
|
|
|
|
213,887 |
|
(Increase)/Decrease
in Impairment of Goodwill
|
|
|
307,967 |
|
|
|
686,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(794,389 |
) |
|
|
(869,939 |
) |
|
|
|
|
|
|
|
|
|
Financing
Activities
|
|
|
|
|
|
|
|
|
(Decrease)/Increase
in Stock Subscriptions Sold/Paid
|
|
|
|
|
|
|
1,005,500 |
|
(Decrease)/Increase
in Bank loan
|
|
|
3,877,874 |
|
|
|
2,055,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,877,874 |
|
|
|
3,060,889 |
|
|
|
|
|
|
|
|
|
|
Net
Increase/(Decrease) in Cash
|
|
|
10,021 |
|
|
|
(709,477 |
) |
|
|
|
|
|
|
|
|
|
Cash,
Beginning of Period
|
|
|
27,433 |
|
|
|
736,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
37,454 |
|
|
|
27,433 |
|
Supplemental
Information:
|
|
|
|
|
|
|
|
|
Stock
for Services, 50,000 shares @ 0.05
|
|
|
|
|
|
|
25,000 |
|
Stock
for Services, 20,000 shares @ 0.26
|
|
|
|
|
|
|
5,200 |
|
Period
interest
|
|
|
216,071 |
|
|
|
79,445 |
|
Income
Taxes paid
|
|
|
0 |
|
|
|
0 |
|
The
accompanying notes are an integral part of these financial
statements
Item
7A - Notes to the Financial Statements
Note
1. ORGANIZATION AND BUSINESS
NowAuto,
Inc. (the Company) was organized in the state of Nevada on August 19, 1998 under
the name WH Holdings, Inc. On June 8, 2004 the name was changed to Automotive
Capital Group, Inc and the Company increased its authorized common stock. On
August 31, 2004 the name was changed to NowAuto, Inc.
The
Company focuses mainly on the "Buy Here/Pay Here" segment of the used car
market. The Company primarily sells 1999 and newer model year used vehicles.
Many of the Company's customers have limited financial resources and would not
qualify for conventional financing as a result of limited credit histories or
past credit problems. As of December 31, 2006, the Company had four operating
lots located in metropolitan Phoenix and Tucson, Arizona. The Company also has a
wholly owned subsidiary, Navicom GPS, Inc., which markets GPS tracking
units.
On July
21, 2005 the Company was purchased by Global-E Investments, Inc. Since Global-E
was a non-operating company, this purchase was accounted for as a
recapitalization stock exchange reverse acquisition. This means that for legal
purposes the continuing entity is Global-E Investments, Inc. and for
historically accounting purposes the accounting records of Now Auto will be
shown. Global-E Investments has changed its name to NowAuto Group,
Inc.
Note
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of
Consolidation
The
consolidated financial statements include the accounts of NowAuto Group, Inc.
and its subsidiary. All significant inter-company accounts and transactions have
been eliminated. The Company operates on a June 30 fiscal year.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount 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 period. Actual results could differ from those
estimates.
Concentration of
Risk
The
Company provides financing in connection with the sale of substantially all of
its vehicles. Periodically, the Company maintains cash in financial institutions
in excess of the amounts insured by the federal government.
Cash
Equivalents
The
Company considers all highly liquid debt instruments purchased with maturities
of three months or less to be cash equivalents.
The
Company originates installment sale contracts from the sale of used vehicles at
its dealerships. Finance receivables are collateralized by vehicles sold and
consist of contractually scheduled payments from installment
contracts.
Used Car
Inventory
Inventory
consists of used vehicles and is valued at the lower of cost or market on a
specific identification basis. Vehicle reconditioning costs are capitalized as a
component of inventory. Repossessed vehicles are recorded at fair value, which
approximates wholesale value. The cost of used vehicles sold is determined using
the specific identification method.
Equipment
Property
and equipment are stated at cost. Expenditures for additions, renewals and
improvements are capitalized. Costs of repairs and maintenance are expensed as
incurred. Leasehold improvements are amortized over the shorter of the estimated
life of the improvement or the lease period. The lease period includes the
primary lease term plus any extensions that are reasonably assured. Depreciation
is computed principally using the straight-line method generally over the
following estimated useful lives:
Furniture,
fixtures and equipment
|
3
to 7 years
|
Leasehold
improvements
|
5
to 15 years
|
Property
and equipment are reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
values of the impaired assets exceed the fair value of such assets. Assets to be
disposed of are reported at the lower of the carrying amount of fair value less
costs to sell.
Sales
Tax
The
Company pays sales taxes to local and state governmental agencies on vehicles
sold and leased. For sales contracts, calculations for sales taxes are made on
an accrual basis. Vehicle repossessions are allowed as a deduction from taxable
sales in the month of repossession. Customers often make their down payments in
periodic increments over a period of four to six weeks. The Company does not
report the sale for sales tax purposes until the down payments are fully paid.
This is congruent with industry standard and complies with state tax codes. For
lease agreements, sales tax is paid when funds are received from the customer.
Therefore, leases are reported for sales tax purposes in the period the lease is
signed. There is no allowable deduction for vehicle repossessions. The Company
is current with its filings of reports. The Company does owe back sales taxes.
Arrangements have been made with all taxing authorities and the Company is in
full compliance with all of them.
Income
Taxes
Income
taxes are accounted for under the liability method. Under this method, deferred
tax assets and liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates expected to apply in the years in which these temporary
differences are expected to be recovered or settled.
Revenue
Recognition
Revenues
from the sale of used vehicles are recognized when the sales contract is signed,
the customer has taken possession of the vehicle and, if applicable, financing
has been approved.
Revenue
from GPS units devices is recognized when a unit has been ordered and shipped.
Revenue from access time purchased is recognized ratably over the term of the
access contracts. Access terms can vary from one month to 36 months. A Deferred
Revenue account is set up for any access time paid for but not yet
earned.
Advertising
Costs
Advertising costs are expensed as
incurred and consist principally of radio, television and print media marketing
costs. Advertising costs amounted to $268,024 and $66,783 for the quarters ended
June 30, 2006 and 2007, respectively.
Earnings per
Share
Basic
earnings per share are computed by dividing net income by the average number of
common shares outstanding during the period. Diluted earnings per share takes
into consideration the potentially dilutive effect of common stock equivalents,
such as outstanding stock options and warrants, which if exercised or converted
into common stock would then share in the earnings of the Company. In computing
diluted earnings per share, the Company utilizes the treasury stock method and
anti-dilutive securities are excluded.
Stock Option
Plans
As of
June 30, 2007 the Company had no employee stock ownership plan.
Repossession
Accrual
The
repossession accrual represents the amount of the loss expected to be
experienced upon repossession of cars adjusted by the actual loss experienced.
The Company believes that it is more profitable to keep the customer in the
vehicle. In the past, great effort was been made to accomplish this goal. The
Company is currently reviewing these efforts for their effectiveness and
revising the approach to be more proactive rather than reactive.
The
Company is currently reviewing these efforts for their effectiveness and
revising the approach to be more proactive rather than reactive.
Note
3. FINANCE AND ACCOUNTS RECEIVABLES - NET
Financed Contract
Receivable-net
The
Company originates installment sale contracts from the sale of used vehicles at
its lots. These installment sale contracts typically a) include interest rates
of 29.99% per annum, b) are collateralized by the vehicle sold and c) provide
for payments over a period of 36 months. At June 30, 2005, the Company was not
holding any of its own contracts. As of June 30, 2007 the Company was holding
financed contracts. These are shown below.
|
|
June 30,
2007
|
|
|
June 30,
2006
|
|
Financed
Contracts Receivable
|
|
$ |
4,635,443 |
|
|
$ |
3,557,142 |
|
Allowance
for doubtful accounts
|
|
|
(33,493
|
) |
|
|
(100,000
|
) |
Financed
Contracts-net
|
|
$ |
4,601,950 |
|
|
$ |
3,457,142 |
|
During
the Quarter ending June 30, 2007, the Company began leasing as well as selling
vehicles. This has two immediate advantages. First, all sales tax on sale
contracts is due and payable when the down payment is fully satisfied even
though the cash flow generated from the sale is spread over approximately 36
months. Sales tax on leases is due only on monies received spreading the
obligation evenly with the cash flow. Secondly, the vehicle is titled
differently making it a little easier should the Company need to retake
possession of the vehicle.
Accounting for leases is different
though the results are very similar to sale contracts. The principle balance of
sales contracts is recorded as Notes Receivable. The agreed sale price of the
vehicle is the revenue recognized. According to Generally Accepted Accounting
Principles (GAAP) as stated in SFAS No. 13, the Company recognizes its leases as
sales-type capital leases. In this case, the total remaining payments plus
residual value is recorded as Notes Receivable. Interest is recorded as Deferred
Revenue and recognized as appropriate during the lease period. The present value
of the annuity due on the monthly payment is the recognized revenue. This amount
tends to be lower than the sales price. The cost of the vehicle minus the
present value of the residual value is recognized as the cost of sales. These
differences will initially have a negative affect on gross margin. In the long
term, it will increase the amount of interest income.
Note
4. PROPERTY AND EQUIPMENT
A summary
of equipment and accumulated depreciation as follows:
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2007
|
|
|
2006
|
|
Furniture,
fixtures and Equipment
|
|
$ |
39,713 |
|
|
$ |
35,916 |
|
Leasehold
improvements
|
|
|
56,987 |
|
|
|
2624 |
|
Computers
& Software
|
|
|
15,767 |
|
|
|
9,396 |
|
Less
accumulated depreciation
|
|
|
(22,939
|
) |
|
|
(7,203
|
) |
Net
Equipment
|
|
$ |
89,528 |
|
|
$ |
40,733 |
|
Note 5.
GOODWILL
During
the fiscal year ending June 30, 2005, the Company purchased the rights to three
used car lots and its subsidiary Navicom Corporation. Details of these purchases
are in a subsequent note. The Company performed an analysis of its booked
Goodwill compared to the present value of projected future profits for the next
five years. Based on that analysis the recorded Goodwill will hold its value.
The recorded Goodwill on June 30, 2007 and June 30, 2006 was as
follows:
Year Ending June 30,
|
|
2007
|
|
|
2006
|
|
Goodwill
|
|
$ |
716,179 |
|
|
$ |
928,747 |
|
Impairment
In the
quarter ending June 30, 2007, the Company decided to merge the Tucson lot with
the Phoenix operations. This was the result of three things:
1.
|
The Company has never 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 the
Company
|
2.
|
Retaining qualified staff proved
problematic resulting in higher than acceptable turnover especially at the
management level.
|
3.
|
Profits were
unpredictable.
|
This
created an impairment of goodwill in the amount of $212,318.
As a
result of this restatement, certain items are reclassified as Other Assets
instead of Goodwill. The changes are as follows:
Description
|
|
2007
|
|
|
2006
|
|
|
|
Before
|
|
|
After
|
|
|
Before
|
|
|
After
|
|
Prepaid
Expense/Other Assets
|
|
$ |
71,233 |
|
|
|
69,233 |
|
|
$ |
95,646 |
|
|
|
189,046 |
|
Goodwill
and Intangibles
|
|
|
714,179 |
|
|
|
716,179 |
|
|
|
1,022,147 |
|
|
|
928,747 |
|
There is
no change to the Income Statement or Statement of Cash Flows.
Note
6. INCOME TAXES
The
provision for income taxes for the fiscal years ended June 30, 2007 and 2006
were as follows below. A valuation account has been set up in the amount of the
deferred asset.
Fiscal Year ended June 30,
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
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 |
|
Note
7. STOCKHOLDERS' EQUITY
Common
Stock
NowAuto,
Inc. (the Company) was organized in the state of Nevada on August 19, 1998 under
the name WH Holdings, Inc. On June 8, 2004 the name was changed to Automotive
Capital Group, Inc and the Company increased its authorized common stock to
100,000,000 shares with a par value of $0.001. On August 31, 2004 the name was
changed to NowAuto, Inc.
On June
30, 2004 the Company had 14,984,544 shares outstanding. During the twelve
months ended June 30, 2005 the Company issued an additional 21,490,995 issued
for the purchase of new lots and services rendered. 13,333,333 shares were
cancelled. In the period ending June 30, 2006 1,685,384 shares were issued for
capital purchases and services rendered. No shares have been issued since that
date.
Note
8. COMPANY ACQUSITIONS
Navicom
Corporation
On
September 3, 2004 The Company issued 536,002 shares valued at $214,401 to
purchase Navicom Corporation. Listed below is the balance sheet of Navicom at
the date of purchase:
Assets
|
|
|
|
Cash
|
|
$
|
1,689
|
|
Accounts
Receivable
|
|
|
26,223
|
|
Furniture
& Fixtures
|
|
|
1,551
|
|
Total
Assets
|
|
$
|
29,463
|
|
|
|
|
|
|
Liabilities and Stockholders
Equity
|
Accounts
Payable
|
|
$
|
11,744
|
|
Payroll
|
|
|
908
|
|
Sales
Tax Payable
|
|
|
364
|
|
Loan
|
|
|
15,000
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
28,016
|
|
|
|
|
|
|
Net
Equity
|
|
|
1,447
|
|
Total
Liabilities and
|
|
|
|
|
Stockholders
Equity
|
|
$
|
29,463
|
|
NowAuto Mesa Car
Lot
On
October 18, 2004 the Company assumed the lease and lot operations of a used car
lot located in Mesa, Arizona. The Company issued 430,126 shares of common stock
valued at $86,025 and $412,003 accounts receivable in the form of auto financing
contracts for a total purchase price of $498,028.
NowAuto Tucson Car
Lot
The
Company assumed the lease of a used car lot located in Tucson, Arizona during
May 2005. The Company issued $164,318 worth of accounts receivable in the form
of auto financing contracts for the purchase.
Sunburst
Lot
On
January 17, 2005 the Company agreed to purchase the lot lease and name use
(Sunburst) from Sunburst Car Company, Inc. The agreement was revised and
finalized on March 30, 2005 and the Company paid $751,735 cash as described
below. The Company took possession of the lot on July 7, 2005.
Equipment
& fixtures
|
|
$
|
250,000
|
|
Leasehold
Improvement
|
|
|
100,000
|
|
Non
Compete Covenant
|
|
|
5,000
|
|
Goodwill
|
|
|
375,000
|
|
Escrow
Costs
|
|
|
1,735
|
|
|
|
|
|
|
Total
Investment
|
|
$
|
751,735
|
|
Certain
significant events have since occurred that focused attention on Sunburst
goodwill.
Sunburst’s
auction business was the key reason for its acquisition. It was expected to be a
profitable alternative means of disposing of vehicles not eligible for finance
(BHPH) sales. Since the acquisition of Sunburst, a number of events have
converged which adversely affected the goodwill for the Sunburst lot, including
but not limited to the following:
1. The auction proceeds did not achieve
the expected results in terms of cash flow and profitability. While the Company
devoted considerable capital and advertising to expand the auction, the results
still failed to achieve the Company’s expectation.
2. The Company determined that he Sunburst
auction was becoming a drain on capital, advertising, and labor, thus inhibiting
profitability and growth of its BHPH business.
3. The Sunburst staff inherited in the
acquisition did not perform to expectations [NOTE: none of those employees are
still with the Company]
As a
result, the Company elected to change the way it disposes of vehicles not
eligible for finance sales, focus on it’s core competency of BHPH sales and
reduce redundant and burdensome cost. Therefore, goodwill for the Sunburst lot
has been reduced by $395,000 bringing its value to $0.
In June
of 2006, the landlord of the Sunburst lot announced that he had an offer to sell
the land. In view of the events discussed above, the Company decided to decline
to exercise its lease option to stay. Therefore, the under-performing Sunburst
auction was closed down. Certain fixed assets for $231,518 to impairment and a
reduction of overhead of $338,364 per year. However, the Company believes that
the new location will be as productive in financed sales as the old lot had
been.
Note
9. NAVICOM
The
Company has two segments, its cars sales and its GPS unit sales (Navicom).
Currently, Navicom is in the process of changing its product brand and business
model. Great effort has been made to seek products with more cost effective
feature sets that will better serve its customers. At this time, Navicom has
minimal activity only serving NowAuto Group..
Note
10. STOCK OPTIONS AND WARRANTS
Currently
the Company has no outstanding options or warrants.
Note
11. COMMITMENTS AND CONTINGENCIES
Facility
Leases
The
Company leases certain car lots and office facilities under various operating
leases. Lot leases are generally for periods from one to three years and may
contain multiple renewal options. As of December 31, 2006, the aggregate rentals
due under such leases, including renewal options that are reasonably assured,
are as follows:
2006
|
|
$
|
237,679
|
|
2007
|
|
|
257,010
|
|
2008
|
|
|
257,010
|
|
2009
|
|
|
257,010
|
|
2010
|
|
|
257,010
|
|
Note
12. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Below is
a listing of the most recent accounting standards SFAS 150-154 and their effect
on the Company.
Statement
No. 150 Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (Issued 5/03)
This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity.
Statement
No. 151 Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued
11/04)
This
statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
4, previously stated that "...under some circumstances, items such as idle
facility expense, excessive spoilage, double freight and re-handling costs may
be so abnormal as to require treatment as current period charges...." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities.
Statement
No. 153 Exchanges of Non-monetary Assets (an amendment of APB Opinion No.
29)
The
guidance in APB Opinion No. 29, Accounting for non-monetary transactions, is
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that Opinion,
however, includes certain exceptions to the principle. This Statement amends
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assts and replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. A non-monetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange.
Statement
No. 154 - Accounting Changes and Error Corrections (a replacement of APB Opinion
No. 20 and FASB Statement No. 3)
This
Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the requirements for the accounting for and reporting of a change in accounting
principle. This Statement applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions. When a pronouncement includes specific transition provisions, those
provisions should be followed.
The
adoption of these new Statements is not expected to have a material effect on
the Company's current financial position, results or operations, or cash
flows.
SFAS No.
13 - Accounting for Leases is used to determine the method of accounting for
leases. (See Note 3)
Note
13. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company sustained a material loss in the
year ended June 30, 2005. This loss continued through June 30, 2006. This raised
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
this uncertainty.
Management
has made efforts to improve the profitability of the Company by increasing the
margins on cars sold. They have also hired new finance and accounting personnel
to better track the Company's profitability and negotiate selling contracts.
Investor funds have been solicited to maintain cash flows until the Company
becomes profitable.
The
fiscal year ended June 30, 2007 reflects a substantial net loss. The Company did
report a profit for the year ended June 30, 2006, before impairment of Goodwill.
The Company needs to attract equity investors to continue in existence. No
assurance can be made that these investors will be forthcoming.
Note
14. COMPENSATION OF OFFICERS
Scott
Miller, CEO entered into an agreement with the Company on January 20, 2005 for
$250,000 as a retention bonus. The Company has been unable to honor the full
agreement. Currently, Mr. Miller receives a salary of $130,000 per year. He
drives a company-owned vehicle most of the time as does other Company
management. Theodore Valenzuela serves as the COO. He receives an annual salary
of $140,000. The other officer currently receives salary of less than
$100,000.
Note
15. CONTRACT FINANCING
During
the quarter ended March 31, 2006 the Company initiated relations with a new
finance company to finance installment contracts from customers. The monies
advanced are based upon the contract price and vary per car. The individual car
is used as collateral for the advanced funds. Substantially all of the
installment contracts financed requires the Company's customers to make their
monthly payments via ACH (automatic account withdrawal). The Company pays a
variable interest rate over the Prime Rate for its financing. The finance
company receives all of the payments from the customers, removes its portion
(interest and principal) and then makes the remainder available for the Company
to pull from when needed. The Company retains ownership of these contracts and
is active in the collection of delinquent accounts from these contracts. The
Company also has contracts, which it administers itself.
Note
16. FINANCIAL REPORTS
The
Statement of Operations has been changed to report selling and financing costs
as a separate line item. In the past, only the selling costs have been broken
out. It is believed that this gives the reader better information about the
operations of the Company. Prior period statements are adjusted to reflect the
change.
Note
17. PENDING LITIGATION
A former
employee has sued NavicomGPS, Inc, NowAuto.com, Inc, and NowAuto, Inc. claiming
that he was owed a bonus and other compensation with treble damages. NowAuto
Group, Inc was not named. The employee obtained a summary judgment against the
debtor companies in the amount of $137,858.83. The Company has chosen to
vigorously fight the judgment and filed an appeal in May 2007. The opening brief
was filed in August of 2007. No response has yet been filed. At this time, the
parties have agreed to an arbitrated settlement and the Company believes that
the settlement will be reached and will be considerably lower than the judgment
amount.
Item
8 - Controls and Procedures
The
Company's management has evaluated the effectiveness of the design and operation
of its financial and operating controls and procedures as of the end of the
period covered by this annual report on Form 10-K, and based on their evaluation
have concluded that these controls and procedures, while improved over last
year, are not effective. Three major areas are listed below:
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
Material
weaknesses or deficiencies in our internal controls over financial reporting
could harm shareholder and
business confidence in our financial reporting, our ability to obtain financing
or other aspects of our business. Maintaining an effective system of internal
control over financial reporting is necessary for us to provide reliable
financial reports. As described in this annual report, management conducted an
evaluation of internal controls and procedures. Based on that evaluation, our
management team concluded that our internal controls and procedures were not
effective due to material weaknesses.
While we
are in the process of implementing the remediation efforts, we may continue to
experience difficulties in implementing measures to remediate the material
weaknesses Additionally, if the remedial measures are insufficient to address
the identified material weaknesses or if additional material weaknesses in our
internal controls are discovered in the future, we may fail to meet our future
reporting obligations on a timely basis, our financial statements may contain
material misstatements, our operating results may be harmed, and we may be
subject to litigation.
Any
material weakness or unsuccessful remediation could affect investor confidence
in the accuracy and completeness of our financial statements. As a result, our
ability to obtain any additional financing, or additional financing on favorable
terms, could be materially and adversely affected, which, in turn, could
materially affect our business, our strategic alternatives, and our financial
condition.
We can
give no assurances that the measures we have taken to date, or any future
measures we may take, will remediate the material weaknesses identified or that
any additional material weaknesses will not arise in the future due to our
failure to implement and maintain adequate internal controls over financial
reporting. In addition, even if we are successful in strengthening our controls
and procedures, those controls and procedures may not be adequate to prevent or
identify irregularities or ensure the fair presentation of our financial
statements included in our periodic reports filed with the SEC
During
the twelve months ended June 30, 2006 the Company made a number of improvements
in the IT area including (i) hiring a seasoned chief accountant; (ii) installing
new software programs specific to the Company's business; and (iii) improving
operational reporting procedures and controls. During the twelve months ended
June 30, 2007 the Company has continued to enhance and improve its business
systems. While the Company's management believes improvements have been made,
there is still work to be done to improve integration and control of data
flow.
Part
III
Item 9
- Directors, Executive Officers, Promoters, Control Person and Corporate
Governance: Compliance With Section 16(a) of The Exchange Act
Our
executive officers are as follows:
Name
|
|
Age
|
|
Position with the
Company
|
Scott
Miller
|
|
47
|
|
Chief
Executive Officer and Director
|
Theodore
Valenzuela II
|
|
46
|
|
Chief
Operations Officer
|
Faith
Forbis
|
|
53
|
|
Chief
Financial
Officer
|
Scott Miller has been
President and CEO of NowAuto since September 2004. Prior to joining NowAuto, Mr.
Miller had over fifteen years of investment banking and business consulting
experience.
Theodore Valenzuela II has
been Vice President and COO of NowAuto since September of 2004. Prior to joining
NowAuto, Mr. Valenzuela was the general manager for Western Skies, Inc from 1994
to 2004.
Faith Forbis is a CPA with a
Masters of Information Systems Management. She has several years experience in
the account field and as a consultant for mid-range accounting and business
systems.
Family
Relationships
There are
no family relationships among any of our officers or directors.
Involvement
in certain legal proceeding
Other
than as disclosed in this annual report under Item 3 - Legal Proceedings, none
of our officers or director has been involved in a legal proceeding requiring
disclosure in the last five years.
Board
of Directors
Scott
Miller serves as the only Director.
Committees
There are
no committees of the Board of Directors.
Section
16(a) Beneficial Ownership Reporting Compliance
Under
federal securities laws, our directors, officers, and 10% shareholders are
required to report to the SEC their beneficial ownership of common stock and any
changes in that ownership. We believe that all filings were made timely during
fiscal 2008.
Code
of Ethics
The
officers and managers have collectively created our Core Values. They are listed
below:
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.
Posters
of these values are displayed in every place of business.
Item
10 - Executive Compensation
Scott
Miller, CEO entered into an agreement with us on January 20, 2005 for $250,000
as a retention bonus. We have been unable to honor the full agreement.
Currently, Mr. Miller receives a salary of $130,000 per year. He drives a
company-owned vehicle most of the time as does other Company management.
Theodore Valenzuela serves as the COO. He receives an annual salary of $140,000.
Faith Forbis was appointed CFO on July 1, 2006. She receives an annual salary of
$71,000. There is no stock option plan or any other form of equity
compensation.
Director’s
Compensation
Our
director does not receive any compensation for service as a member of the board
of directors.
Item 11 -
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
No one,
including officers and director owns more than a 5% share of common stock
outstanding.
Item
12- Certain Relationships and Related Transactions, and Directory
Independence
There are
none.
Item 13
- Principal Accountant Fees and Services
The
following table shows the aggregate fees billed to us for professional services
by our independent registered public accounting firm during fiscal 2006 and
2007.
|
|
Fiscal 2006
|
|
|
Fiscal 2007
|
|
Audit
fees
|
|
$ |
18,015 |
|
|
$ |
17,500 |
|
Tax
fees
|
|
|
0 |
|
|
|
0 |
|
Total
fees
|
|
$ |
18,015 |
|
|
$ |
17,500 |
|
Audit fees - This category
includes the aggregate fees billed for professional services rendered for the
review and audits of our financial statements for fiscal year 2006 and 2007, for
the reviews of the financial statements included in our quarterly reports on
Form 10-QSB during fiscal 2006 and 2007, and for services that are normally
provided by the independent auditors in connection with statutory and regulatory
filings or engagements for the relevant fiscal years.
Tax fees - this category
includes the aggregate fees billed in each of the last two fiscal year for
professional services rendered by the independent auditors for tax compliance,
tax planning and tax advice.
23.1 Consent of Independent Registered
Public Accounting Firm
31.1 Rule 13a-14(a)
certification
31.2 Rule 13a-14(a)
certification
32.1 Rule Section 1350
certification
Exhibit
Index
23.1.
Consent of Independent Registered Public Accounting Firm
31.1.
Rule 13a-14(a) certification
31.2.
Rule 13a-14(a) certification
32.1.
Rule Section 1350 certification
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PART
II
Other
Information
Item
1. Legal Proceedings
None
Item
6. Exhibits
31.1 Rule
13a-14(a) certification
31.2 Rule
13a-14(a) certification
32.1 Rule
Section 1350 certification
Exhibit
Index
31.1.
Rule 13a-14(a) certification
31.2.
Rule 13a-14(a) certification
32.1.
Rule Section 1350 certification