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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A

(Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                       Commission file number 33-55254-28


                        FIRST CAPITAL RESOURCES.COM, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                NEVADA                                            87-0438641
    -------------------------------                          -------------------
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)


1400 East Oakland Park Drive, Suite 100
      Fort Lauderdale, Florida                                       33334
----------------------------------------                          ----------
(Address of principal executive office)                           (Zip Code)


                                 (954) 568-3989
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

            Class                               Outstanding as of June 30, 1999

Common Stock, par value $0.001                              11,000,00
------------------------------                  -------------------------------




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                        FIRST CAPITAL RESOURCES.COM, INC.

                                      INDEX

<TABLE>
<CAPTION>

                                                                         Page #
<S>                                                                      <C>
Part I.  Financial Information

Item 1.  Financial Statements

Condensed consolidated balance sheet - June 30, 1999 and
         December 31, 1998                                                  3

Condensed consolidated statement of operations - Six months
         ended June 30, 1999, and three month period ended
         March 31, 1999                                                     4

Condensed consolidated statement of changes in stockholders' equity -
         Six months ended June 30, 1999                                     5

Condensed consolidated statement of cash flows - Six months
         ended June 30, 1999                                              6 - 7

Notes to condensed consolidated financial statements                        8

Item 2.  Management's Discussion and Analysis                             9 - 10

Part II. Other Information                                                 11

Signatures                                                                 12
</TABLE>














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<PAGE>   3

                          PART I. FINANCIAL INFORMATION

Item I.  Financial Statements

                        FIRST CAPITAL RESOURCES.COM, INC.
                CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                       JUNE 30, 1999 and December 31, 1998

<TABLE>
<CAPTION>

                                                      June 30, 1999       December 31, 1998
                                                       (Unaudited)           (Unaudited)
                                                      -------------       -----------------
<S>                                                   <C>                 <C>
ASSETS:
Cash                                                   $  442,895            $   124,268
Inventory                                                 328,775                 86,901
Finance receivables, net                                1,638,598                     --
Floor plan receivable, net                              2,502,134                422,780
Property and equipment, net                               722,965                604,359
Other assets                                               26,693                  1,332
                                                       ----------            -----------

TOTAL ASSETS                                           $5,662,060            $ 1,239,640
                                                       ==========            ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Accounts payable and
   accrued liabilities                                 $  166,709            $        --
Mortgage note payable                                     192,812                196,600
Due to parent company                                   3,352,634              1,047,752
                                                       ----------            -----------

Total Liabilities                                      $3,712,155            $ 1,244,352
                                                       ----------            -----------
Stockholders' equity:
Common stock, par value $.001 per share;
   100,000,000 shares authorized,
   11,000,000 shares issued and outstanding                11,000                  2,000
Additional paid-in capital                              1,903,966                     --
Retained earnings                                          34,939                 (6,712)
                                                       ----------            -----------

Total stockholders' equity                             $1,949,905            $    (4,712)
                                                       ----------            -----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                $5,662,060            $ 1,239,640
                                                       ==========            ===========
</TABLE>




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<PAGE>   4

                        FIRST CAPITAL RESOURCES.COM, INC.
           CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>

                                              Six-months             Three-months
                                                Ended                   Ended
                                            June 30, 1999           June 30, 1999
                                            -------------           -------------
<S>                                         <C>                     <C>
REVENUES:
Loan interest and fee income                 $   374,313             $   240,949
Automobile sales                                 344,938                 168,335
Other income                                          --                      --
                                             -----------             -----------

Total revenues                               $   719,251             $   409,284
                                             -----------             -----------

EXPENSES:
Provision for credit losses                  $    10,000                      --
Cost of automobile sales                         296,900                 172,114
G & A expenses                                   363,350                 204,174
                                             -----------             -----------

Total expenses                               $   670,250             $   376,288
                                             -----------             -----------

Income (loss)
   before income taxes                       $    49,001             $    32,996
Income tax expense                                (7,350)                     --
                                             -----------             -----------

Net income                                   $    41,651             $    32,996
                                             ===========             ===========

Net income (loss) per share                  $    0.0069             $    0.0030

Weighted average number of shares
   outstanding                                 6,027,624              11,000,000
</TABLE>




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<PAGE>   5

                        FIRST CAPITAL RESOURCES.COM, INC.
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
                         SIX MONTHS ENDED JUNE 30, 1999

<TABLE>
<CAPTION>

                                    Number of         Common             Additional             Retained
                                      Shares          Stock           paid-in capital           earnings             Total
                                   ----------       ---------         ---------------          ----------        ------------
<S>                                <C>              <C>               <C>                      <C>               <C>
Balance at
   January 1, 1999                  1,000,000       $   2,000           $        -             $  (6,712)        $    (4,712)

Acquisition of
   net assets of
   First Capital
   Resources.Com (1)               10,000,000           9,000               (9,000)                    -                   -

Contributed capital (2)                     -               -            1,912,966                     -           1,912,966

Net income                                                                                        41,651              41,651
                                   ----------       ---------           ----------             ---------          ----------
Balances -
   June 30, 1999                   11,000,000       $  11,000           $1,903,966             $  34,939          $1,949,905
                                   ==========       =========           ==========             =========          ==========
</TABLE>

(1) Relates to the exchange of common stock of First Capital Resources.Com for
    the stock of Affordable, Southeast and Carnet at $.047 per share. Note that
    these transactions were pursuant to reverse acquisitions, and were
    considered to be capital transactions, rather than business combinations.
    Accordingly, the transactions were treated for accounting purposes as a
    recapitalization.

(2) Contributed by FACT South LLC (the Parent Company)










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<PAGE>   6

                        FIRST CAPITAL RESOURCES.COM, INC.
                       STATEMENT OF CASH FLOWS (UNAUDITED)
                         SIX MONTHS ENDED JUNE 30, 1999

<TABLE>

<S>                                                                                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income                                                                        $    41,651

Adjustments to reconcile net loss to net cash provided by operating activities:
         Depreciation                                                                           18,896
         Provision for losses on advances                                                      (37,723)
         Provision for finance credit losses                                                    10,000
         Increase in:
            Inventory                                                                         (241,874)
            Other assets                                                                       (25,361)
            Accounts payable and accrued liabilities                                           166,709
                                                                                           -----------

Total adjustments                                                                             (109,353)
                                                                                           -----------

         Net cash used in operating activities                                                 (67,702)
                                                                                           -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchase of finance contracts                                                      (1,580,406)
         Proceeds from repayment of finance contracts                                          104,433
         Increase in floor plan receivables                                                 (2,099,354)
         Repayment of notes receivable                                                          20,000
         Capital expenditures                                                                  (69,026)
                                                                                           -----------

         Net cash used in investing activities                                              (3,624,353)
                                                                                           -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net amount advanced by Parent                                                                3,352,634
Proceeds from the issuance of common stock                                                       1,000
Repayment of notes payable                                                                      (3,788)
Cash contributed by parent company                                                             660,836
                                                                                           -----------

         Net cash provided by financing activities                                           4,010,682
                                                                                           -----------
</TABLE>




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<PAGE>   7

<TABLE>
<S>                                                                                        <C>
NET INCREASE IN CASH                                                                       $   318,627
                                                                                           -----------

CASH BALANCE - December 31, 1998                                                               124,268
                                                                                           -----------

CASH BALANCE - June 30, 1999                                                                   442,895
                                                                                           -----------
Supplemental Disclosures of Non-Cash Transactions:

Land and building acquired from Parent Company,
   net of related Mortgage of $196,600 in exchange for debt                                    103,400
                                                                                           -----------

Note receivable assigned by Parent Company, in exchange for debt                                20,000
                                                                                           -----------

Conversion of debt owed to Parent Company to equity                                          1,047,752
                                                                                           -----------

Property and equipment contributed to capital                                                  134,902
                                                                                           -----------

Finance contracts contributed to capital                                                        68,476
                                                                                           -----------
</TABLE>








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                          Notes to Financial Statements

1.       BASIS OF PRESENTATION

The accompanying condensed consolidated (unaudited) financial statements of
First Capital Resources.Com, Inc., have been prepared in accordance with the
instructions to form 10-Q and, therefore, do not include all information and
footnotes necessary for a complete presentation of financial position, results
of operations, cash flows and changes in stockholders' equity in conformity with
generally accepted accounting principles. These financial statements do not
include a statement of operations or a statement of cash flows for the
comparable period of the preceding fiscal year as there were no assets or
operations in the comparable period of the previous fiscal year and a comparison
would not be meaningful.

In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature. Operating
for the quarter ended June 30, 1999, are not necessarily indicative of the
results that can be expected for the year ended December 31, 1999. These
financial statements should be read in conjunction with the audited financial
statements of Affordable Dealer Services, Inc. (Affordable) and Southeast Dealer
Acceptance, Inc. (Southeast) and notes thereto for the periods ending December
31, 1998 and March 31, 1999, respectively, included in the Company's form 8-K/A
filed with the Securities and Exchange Commission.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation - The condensed consolidated financial statements include
First Capital Resources.Com, Inc., and its subsidiaries Affordable Dealer
Services, Inc. (Affordable), Southeast Dealer Acceptance, Inc. (Southeast) and
Carnet, Inc. (Carnet). All material intercompany accounts and transactions have
been eliminated.















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<PAGE>   9

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's
consolidated financial condition and results of operations and cash flows. The
discussion should be read in conjunction with the condensed consolidated
financial statements and notes thereto.

RESULTS OF OPERATIONS

Net revenues increased by 32%, or $99,317 to $409,284 for the quarter ended June
30, 1999 as compared to $309,967 for the quarter ended March 31, 1999. This
increase was due primarily to an increased number of finance receivables
acquired and generated through Southeast.

Net expenses increased by 28%, or $82,326 to $376,288 for the quarter ended June
30, 1999 as compared to $293,962. This increase relates primarily to the
expansion of operations in the second quarter of 1999.

Net income increased by 281%, or $24,341 to $32,996 for the quarter ended June
30, 1999 as compared to $8,655 for the quarter ended March 31, 1999. This
increase relates primarily to the expansion of operations in the second quarter,
and the increased volume of finance and floor plan receivables generated.

LIQUIDITY AND CAPITAL RESOURCES

Since the Company's inception, it has started a network of used car dealers
interested in obtaining inventory financing for its floor plan operation. The
Company has also used this network for purchasing automotive financing paper.
The primary source of capital has been from infusions from Fact South, LLC, the
Company's majority shareholder. As of June 30, 1999, Fact South, LLC has
contributed capital of $1,903,966 into the Company and has advanced an
additional $3,352,634 to the Company. As of this time, the Company has not
pursued additional means of financing.

IMPACT OF THE "YEAR 2000" COMPUTER ISSUE

The Company has undertaken a review of its exposure to computer malfunctions
relating to the year 2000 ("Y2K"). The Y2K issue exists because many computer
systems and applications currently use two digit date fields to designate a
year. As the century date change occurs, date sensitive systems may recognize
the year 2000 as 1900 or not recognize the year at all. This inability to
recognize or properly treat the Y2K issue may cause systems to process critical
financial and operational information incorrectly.

The Company has several systems that it considers critical to operations
including the finance company software, floor plan software and financial
accounting software. The Company is in the process of evaluating all of these




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systems to determine the specific risks related to the year 2000 and intends to
implement any necessary changes to these systems.

SUBSEQUENT EVENTS

On July 1, 1999, the Company purchased certain assets of American Marketing of
South Florida, Inc., a Florida Corporation engaged in the telemarketing
business, for $100,000 cash. This acquisition was accounted for as a purchase.

On July 5, 1999, the Company sold its subsidiary, Carnet, Inc. to an unrelated
third party in exchange for an $80,000 promissory note. The note bears interest
at 10% and calls for monthly interest-only payments for the first year
(commencing September 1, 1999) and then monthly principal and interest payments
of $2,029 for the following 48 months. Approximately $195,000 of Carnet's
inventory and related debt were excluded from this sale, and were retained by
the Company.

















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                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None


Item 2.  Changes in Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits required by Item 601 of Regulation S-K

         The following exhibits are followed as part of this report:

         Exhibits:

27.1     Financial Data Schedule

(b)      Reports on Form 8-K.

(i)  Filed April 16, 1999, as amended on June 15, 1999, in connection with the
     change in control of the Company.
(ii) Filed May 3, 1999 in connection with the change of name of the Company.




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                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         First Capital Resources.com, Inc.


Dated: April 7, 2000                     /s/ Derri L. Davisson
                                         ---------------------------------
                                         Derri L. Davisson, President





















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