SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
Small Business Issuers
Under Section 12(b) or 12(g) of the Securities Exchange
Act of 1934
YBOR CITY SHUTTLE SERVICE, INC.
-------------------------------
(Name of Small Business Issuer in its Charter)
Florida 59-348779
------- ---------
(State or other jurisdiction of incorporation or (IRS Employer Identification
organization) Number)
1726 E. 7th Avenue, Suite 11, Tampa, FL 33605
--------------------------------------- -----
(813) 247-9268
--------------
(Issuer's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be registered: Name of each exchange on which
each class is to be registered:
N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
PART I
Item 1. DESCRIPTION OF BUSINESS.
INTRODUCTION
- ------------
YBOR CITY SHUTTLE SERVICE, INC. ("Ybor City Shuttle" or "the Company") is a
Florida corporation established to offer a unique shuttle service throughout the
Tampa Bay area to the historic Ybor City district.
BACKGROUND AND NEED FOR BUSINESS
- --------------------------------
The Company was incorporated on January 7, 1998 in the State of Florida.
The Company's total assets as of September 30, 1998 are $1,635 and the Company's
stockholders' equity as of September 30, 1998 is ($5,265).
Ybor City, once known as the cigar making capital of the world, has become
the fastest growing area of Tampa Bay. Ybor City's National Historic Landmark
District, one of three such districts in the State of Florida, features a
collection of former cigar factories and other unique buildings which now house
eclectic shops, restaurants and a microbrewery. There is a state museum which
offers a look into the area's ethic past; an artistic community showcasing
hand-crafted glass, ceramics and tiles as well as classic fine art created in
oils, acrylics and clay; and a shopping community spanning vintage to
contemporary, from casual to elegant home decor, jewelry, apparel, flowers,
hand-rolled cigars and gourmet food items. The historic district covers 27
blocks of commercial and residential properties including a variety of
nightclubs for listening to the blues, reggae, jazz, rock, dueling pianos and
alternative sounds. Dining experiences include everything from Cuban sandwiches,
Spanish bean soup, Sicilian pizzas, Cajun, Creole, and Italian to nouveau
cuisine. Outdoor music concerts, arts and crafts shows, parades and gallery
walks continue to increase the diversity and popularity of Ybor City where you
can just as easily enjoy a poetry reading over a cup of cappuccino or experience
the flamenco dancers with a glass of sangria.
The continued revitalization of Ybor City into an arts and entertainment
district is having a significant impact on this area of Tampa Bay. Since 1990,
over 119 businesses have opened in the historic district, with 52 of these
businesses opening in 1994. According to the Ybor City Chamber of Commerce,
these 119 businesses have utilized more than $22,000,000 from private investors.
The increasing trend of restaurants and entertainment establishments in the
historic district (currently 46) has created an atmosphere most often compared
to Bourbon Street in New Orleans, Louisiana. Ybor City is considered a major
visitor attraction in the Bay area with crowds numbering up to 30,000 on
weekends. The addition of the Florida Aquarium in April 1995, the second
Garrison Channel Cruise Terminal in May 1995, and The Ice Palace in downtown
Tampa in 1996 are expected to attract an additional 5,000 visitors each day to
Ybor City.
A huge, new development called "Centro Ybor" has begun construction in the
center of Ybor City and is scheduled for completion in 1999. Centro Ybor, is
designed as a leisure time hub for the Tampa Bay area, combing a state of the
art multiplex cinema with an IMAX theatre, multiple restaurants, European style
sidewalk cafes and an array of national and local retailers. "The Centro" will
help create Tampa Bay's frist true urban pedestrian experience in the region's
oldest neighborhood. Its ultimate potential will be similar to the historic Art
Deco District in South Miami Beach and its marketing strategy is designed to
attract four important market segments:
2
* Local Tampa residents will be the most frequent patrons, coming to the
area once or twice per month.
* Regional residents from Pinellas, Pasco, Polk and Manatee counties may
visit once every 30 to 60 days for a "big night out" or a unique day
time urban experience.
* Visitors include conventioneers who will come mostly for evening
entertainment, and leisure visitors staying at the Pinellas beaches
who will come for a day visit packaged with the Florida Aquarium and
other Tampa attractions or for a more varied nightlife.
* College students from surrounding colleges.
While Ybor City contains many opportunities for leisure time activities,
the parking areas are extremely limited and may cost as much as $10.00. The
chief complaint among visitors to Ybor City are problems associated with
parking. This problem can be alleviated by reducing the number of vehicles
needing spaces, thus creating a need for Ybor City Shuttle Service.
According to law enforcement authorities, another major problem in the Ybor
City area are individuals who drink and drive. Alcohol-related traffic accidents
are the leading cause of death among adolescents and young adults in the United
States. Studies show that young adults ages 21-24 have the highest intoxication
rates in fatal crashes.1 The Ybor City Shuttle would offer a positive
alternative to those individuals tempted to drink and drive by offering
transportation to and from Ybor City's most popular drinking and entertainment
establishments.
BUSINESS STRATEGY
- -----------------
The Company's strategy is to build the Company's infrastructure to provide
a unique transportation experience initially between the two universities in
Tampa and Ybor City.
BUILDING THE COMPANY'S INFRASTRUCTURE
- -------------------------------------
The anticipated costs to be incurred during the next twelve months are
$175,000. These costs include all operational expenses including lease payments
on buses and insurance costs. It also includes sales, marketing and general
administrative expenses. Operations are anticipated to begin on or about
February 1, 1999. The Company will not begin operations until such time that the
$175,000 is raised.
The Ybor City Shuttle will utilize buses as shuttles (city-type buses that
will seat 44 people) and will operate year round on Friday and Saturday evenings
between the hours of 8:00 p.m. and 3:30 a.m. The shuttles will pick up patrons
at four predetermined, centralized locations at the University of Tampa ("UT")
and the University of South Florida ("USF") and will drop off patrons at four
established locations in Ybor City. A one way trip from USF and UT to Ybor City
would approximate 15 minutes and 10 minutes respectively. The patrons may
purchase a round-trip or one-way fare. Purchasers of the round trip fare will be
issued an armband for later identification.
- ----------
1 U.S. Department of Transportation and the National Commission Against Drunk
Driving.
3
All the shuttles will be uniquely painted and easy to identify. Shuttle
passengers will enjoy music playing on the sophisticated stereo sound system
while relaxing in the air-conditioned comfort of the shuttle. Shuttle will be
equipped with special interior lighting and may include the addition of video
monitors and video playback equipment.
The Company currently has no full or part time employees and anticipates on
having two full time employees when operations begin. Once operations begin, the
Company intends to lease all other of its employees from an established
transportation leasing company. The Company's business plan calls for initial
operations to begin utilizing one shuttle which will require three full or part
time leased employees. These employees will include a shuttle driver, a ground
support person and a security guard. The Company's plans call for the addition
of more shuttles, with the same workforce requirements, per shuttle in
operation.
OTHER REVENUES
- --------------
The Company will be selling advertising space on the interior and exterior
of the shuttles to the local bars, restaurants and the major beer distributors
in the area. The exterior advertising program will require companies to sign
one-year contracts, payable in monthly installments for this large and very
visible moving billboard. This concept of transit advertising has proven to be
quite successful in the Tampa Bay area, however the establishments the Company
will be targeting have thus far been unable to participate in this type of
advertising as references to alcohol are prohibited on county operated transit
lines. The interior advertising program will offer spaces of 11" in height by
28" in width to any advertisers within the Ybor City area as well as the nearby
colleges.
GROWTH STRATEGY
- ---------------
The Company believes that it can achieve further growth in passenger
revenues, primarily from increases areas served, supplemented by other growth
opportunities. The Company believes that incremental increases in passenger
revenues will produce disproportionately larger increases in operating profits
as many of the Company's operating expenses are fixed and, accordingly, do not
vary proportionately with short-term increases in demand for the Company's
services.
Management believes the following represent significant growth
opportunities for the Company:
1) Expand the frequency and convenience of scheduled offerings for
existing routes.
2) Expand to additional route locations based on demand to serve the
area:
a) MacDill Air Force Base in Tampa, Florida,
b) Florida Southern College in Lakeland, Florida,
c) St. Petersburg Beach and Clearwater Beach, Florida
4
3) Expand to similar market areas:
a) The Company is looking at the Orlando market. Orlando's Church
Street Station area is very similar to Ybor City and the
demographics are much the same with a major university, Navy and
Air Force bases plus Pleasure Island, the entertainment area of
Disney World. This area would call for a major expansion and
would be considered after development of the above areas and
further study.
As the Company grows, shuttle service will be expanded to include other
areas of Tampa Bay, including MacDill Air Force Base. Plans for the Company's
second year of operation call for the addition of a smaller shuttle that will
offer service up and down Seventh and Eighth Avenues of Ybor City on an
English-style double-decker bus. This bus will stop every two blocks, allowing
patrons to ride back and forth between their favorite nightspots. The fare for
this shuttle will be $2.00 round trip.
Other future plans include use of the shuttles to promote and provide
transportation to and from special events in Ybor City and the surrounding Tampa
Bay area (i.e., Gasparilla, Gasparilla Night Parade, Gasparilla Distance
Classic, 4th of July, Guavaween and New Year's Eve). The Ybor City Shuttle will
also be available for sublease during the week and on Sundays by individual
parties or by establishments in Ybor City to promote their specific weeknight or
Sunday events. The Shuttle would also be ideal for transportation to and from
sporting events, with a stop over in Ybor City afterwards. (Ybor City is
approximately 20 minutes from the Raymond James Stadium, home of the Tampa Bay
Buccaneers, approximately 15 minutes from the Ice Palace, home of the Tampa Bay
Lightning, and approximately 55 minutes from the Thunderdome in St. Pete, home
of major league baseball's Tampa Bay Devil Rays. The downtown area of Tampa,
approximately 15 minutes from Ybor City contains the Tampa Bay Convention Center
and the soon to be built 27 story Marriott Hotel.
PASSENGERS
- ----------
The Company's major passenger markets are the two primary universities in
Tampa. The University of South Florida campus in Tampa ("USF") is the primary
market for the Ybor City shuttle. The USF campus has an attendance of
approximatley 29,000 students with an equal proportion of male and female
students. Of the 29,000 students, approximately two-thirds live on campus or
nearby. According to a USF published report, among the USF students polled, Ybor
City was the number one destination spot on Friday and Saturday evenings (except
during USF sporting events). The students in the poll were 18 to 27 years old
and had visited Ybor City at least once within the past 45 days.
5
MARKETING AND ADVERTISING
- -------------------------
The Company's marketing and advertising philosophy is geared toward
establishing the awareness and image of the Company among potential customers,
inducing first-time and renewed travel, stimulating extra travel through price
and DWI penalties awareness, and fostering long-term individual and community
goodwill. The Company's marketing strategy consists of the following areas of
concentration.
First, the Company will aggressively advertise utilizing AM and FM radio
stations, direct mailing, flyer distribution, and advertisements in the local
college papers and local newspapers like The Tampa Tribune and the Weekly
Planet. These ads will be geared around a campaign using the "Don't Drink and
Drive" concept currently promoted by the major beer producers, MADD and the
local law enforcement agencies, as well as a "Leave the Driving to Us" concept.
The Company is currently exploring co-op advertising with these companies and
organizations.
Secondly, the Company will advertise in the Ybor City area using direct
marketing techniques, Stall Tactics advertisements, signs in storefronts, and
co-op advertising programs with local bar and restaurant establishments. The
Company intends to develop strategic working relationships with several of the
essential bars and restaurants that will become the initial stops for the
shuttle.
OPERATIONS
- ----------
The scheduling and management of the Company's bus fleet and driver corps
will be coordinated by the management of the Company, with centralized functions
performed by the management of the Company.
COMPETITION
- -----------
The transportation industry is highly competitive. The Company's primary
sources of competition for passengers are automobile travel, taxis, and regional
bus companies.
The automobile is the most significant form of competition to the Company.
The out-of-pocket costs of operating an automobile are generally less expensive
than bus travel, particularly for multiple persons traveling in a single car.
The Company meets this competitive threat through price, convenient Scheduling
and emphasizing the risk of DWI if driving.
Competition from regional bus companies will exist. Price, frequency of
service and convenient scheduling are the current strategies of the Company to
meet this competition. The Company's competitors possess operating authority
for, but do not currently operate over, numerous routes potentially competitive
to the Company. Based on market and competitive conditions, the regional bus
companies could operate such routes in the future.
6
SEASONALITY
- -----------
The Company's business may initially be seasonal in nature and generally
follow the pattern of the universities' schedules, with off-peaks during the
summer months and the Thanksgiving and Christmas holiday periods. As a result,
the Company's cash flows are seasonal in nature with a disproportionate amount
of the Company's annual cash flows being generated during the peak travel
periods. Therefore, an event that adversely affects ridership during any of
these peak periods could have a material adverse effect on the Company's
financial condition and results of operations for that year.
WORKFORCE
- ---------
The Company has not employed any operating personnel and intends to lease
its employees from an established transportation leasing company.
TRADEMARKS
- ----------
The Company has no registered trademarks or tradenames.
GOVERNMENT REGULATION
- ---------------------
State Regulations. The Company's buses remain subject to state vehicle
registration requirements, bus size and weight limitations, fuel sales and use
taxes and other local standards not inconsistent with federal requirements.
Local Regulations. The Company's buses remain subject to county and city
vehicle registration requirements, bus size and weight limitations, fuel sales
and use taxes and other local standards not inconsistent with federal
requirements.
Other. The Company is subject to regulation under the Americans with
Disabilities Act (the "ADA"), the Civil Rights Act of 1964, as amended, and the
Occupational Safety and Health Act. The Company's busses will comply with the
ADA.
INSURANCE COVERAGE
- ------------------
The Company intends to maintain comprehensive automobile liability and
general liability insurance to insure its assets and operations subject to a
$10,000 deductible per occurrence. The Company also intends to maintain property
insurance subject to a $5,000 deductible per occurrence with a cap of $1
million, and will maintain workers' compensation insurance for management
employees as all other employees will be leased.
Insurance coverage and risk management expense are key components of the
Company's cost structure. A decision by the Company's insurers to modify the
Company's program substantially, by either increasing cost, reducing
availability or increasing collateral, could have a materially adverse effect on
the Company's financial condition.
7
Item 2. PLAN OF OPERATIONS.
The Company has met its cash requirements to date, however it is
anticipated that additional financing will be needed. It is the Company's
intention to raise approximately $250,000 in the form of equity funding to meet
its future cash requirements. After completion of this funding, the Company
anticipates meeting its cash requirements from operations. The Company has no
plans to spend funds for any product research or research and development. The
Company anticipates leasing its buses and equipment for operations from
established leasing sources, and does not anticipate any sales or purchases of
plant or significant equipment. The Company intends on leasing its employees
from an established transportation leasing company and does not expect to hire
any significant number of employees during the next twelve months. Cash
requirements for the next 12 months are $175,000, based on the Company's
financial projections.
Item 3. PROPERTIES.
The Company currently leases approximately 150 square feet of office space
in historic Ybor City, Florida from Progressive Ventures International, Inc. at
a rate of $250.00 per month on a month-to-month basis. This facility may or may
not be adequate once operations begin.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Wallace L. Strawder 1,850,000 75.3%
4280 NE 34th Ct.
Ocala, Florida 34479
All Officers and Directors as
a group (one person) 1,850,000 75.3%
Mr. Strawder is the Sole Officer and Director of the Company. Mr. Strawder
owns no warrants, options or rights and is the only Shareholder representing a
10% or greater holding in the Company.
8
Item 5. DIRECTORS AND EXECUTIVE OFFICERS.
Warrace L. Strawder - Chairman, President, Treasurer and Secretary
Mr. Strawder, age 52, has served as Chairman, President, Treasurer and
Secretary of Ybor City Shuttle Service, Inc. since October 21, 1998. Mr.
Strawder previously served as owner and operator of Concept Dental Studio and
Cr-care Dental Studio in Orange Park, Florida. These dental care companies are
full service dental laboratories. Mr. Strawder served in these capacities from
1978 until October, 1998. Mr. Strawder is an experienced manager with training,
sales and marketing skills. There is no key man insurance on the life of Mr.
Strawder.
Item 6. EXECUTIVE COMPENSATION.
Name of Individual Capacity Year First Elected
- ------------------ -------- ------------------
Brendon K. Rennert Former President 1998
Wallace L. Strawder President 1998
Mr. Strawder is employed by the Company at an annual salary of $48,000 once
the Company begins operations. The Company anticipates to begin operations in
February 1999. To date, Mr. Strawder has received no compensation and no
compensation shall accrue or be paid until operations begin. Mr. Strawder does
not have an employment agreement with the Company.
Mr. Rennert, the Company's former President from January 7, 1998 until his
resignation October 21, 1998, received compensation totaling $3,000. Mr. Rennert
resigned from all positions with the Company on October 21, 1998.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
VIW Investments, Inc. the founder and former controlling shareholder of the
Company, is solely owned by Richard J. Diamond. Richard J. Diamond is also
President of Progressive Ventures International, Inc., a company which provided
consulting services to the Company and received fees of $6,000.00 for developing
the Company's business plan. Progressive Ventures International, Inc. also
provides office space to the Company.
Item 8. DESCRIPTION OF SECURITIES.
The Company has 50,000,000 authorized and 2,456,250 issued shares of Common
Stock. The Company has 50,000,000 authorized and zero issued shares of Preferred
Stock. The Company has not paid and does not anticipate in the future paying
dividends on Common Stock. The Common Stock has one vote per share, and there
are no preemptive rights with respect thereto.
9
PART II
Item 1. LEGAL PROCEEDINGS.
The Company does not currently have nor are there any anticipated or
threatened lawsuits.
Item 2. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
The Company's common stock is listed on the OTC Electronic Bulletin Board
under the trading symbol "YBCS." To date there has been no trading. The Company
considers the market limited.
The Company has approximately 44 shareholders of record.
The Company has not paid, nor does it anticipate paying dividends in the
foreseeable future.
Item 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
None.
(Remainder of page left intentionally blank.)
10
Item 4. RECENT SALES OF UNREGISTERED SECURITIES.
The following securites were sold in reliance upon Section 4(2) of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. The Company kept 100% of the proceeds from the sale of securities
and no underwriters were used and no commission or discounts were paid.
ISSUE NO. OF
DATE TITLE SHARES SHARES ISSUED TO CONSID. AMOUNT
- ---- ----- ------ ---------------- ------- ------
3/14/98 Common 140,000 Peerless Consultants, Inc. Services 10,750
3/14/98 Common 100,000 Sharen Coykendall Purchase 5,000
3/14/98 Common 250 Sharen Coykendall Purchase 50
3/14/98 Common 100,000 Donald Mastropietro Purchase 5,000
3/14/98 Common 60,000 Tom Arrigoni Purchase 3,000
3/14/98 Common 250 Joseph Jacob Purchase 50
3/14/98 Common 250 Ricky A. Howe Purchase 50
3/14/98 Common 250 D. Gregg Diamond Purchase 50
3/14/98 Common 250 Julie Segal Diamond Purchase 50
3/14/98 Common 500 Terry N. Williams Purchase 100
3/14/98 Common 1,000 George Carapella Purchase 200
3/14/98 Common 1,000 Alan Lipstein Purchase 200
3/14/98 Common 15,000 Jess G. Tucker Purchase 3,000
3/14/98 Common 500 Charles G. Masters Purchase 100
3/14/98 Common 250 Theresa Hess Purchase 50
3/14/98 Common 500 Ariel Matucan Purchase 100
3/14/98 Common 2,500 Mario Scarpa Purchase 500
3/14/98 Common 500 David A. Peachee Purchase 100
3/14/98 Common 250 Richard Lesko Purchase 50
3/14/98 Common 1,000 Michael Kovach Purchase 200
3/14/98 Common 250 Steven Sutton Purchase 50
3/14/98 Common 250 William DeCambra Purchase 50
3/14/98 Common 250 Bruce A. Fox Purchase 50
3/14/98 Common 500 C. R. Kenner Purchase 100
3/14/98 Common 500 Stacy Bagley Purchase 100
3/14/98 Common 250 Robert Powers Purchase 50
3/14/98 Common 250 Eugene Cassidy Purchase 50
3/14/98 Common 250 Joanne Mastropietro Purchase 50
3/14/98 Common 500 Sentry Accounting, Inc. Purchase 100
3/14/98 Common 500 Richard T. Grimes Purchase 100
3/14/98 Common 250 Buddy Marshall Purchase 50
3/14/98 Common 250 Nancy Schwartz Purchase 50
3/14/98 Common 250 Treasure Rockhound Purchase 50
3/14/98 Common 1,500 David Touchton Purchase 300
3/14/98 Common 500 Kimberly Sarubbi Purchase 100
3/14/98 Common 2,000 Harold Bray Purchase 400
3/14/98 Common 1,000 Louise Bray Purchase 200
3/14/98 Common 2,750 Teresa Fannin Purchase 650
3/14/98 Common 10,000 Joe Goldsmith Purchase 2,000
3/14/98 Common 2,000 Joseph Arrigoni Purchase 400
3/14/98 Common 2,000 Patrick Tierney Purchase 400
3/14/98 Common 2,000 Anthony Arrigoni Purchase 400
3/14/98 Common 2,000 Leopoldo Fernandez Purchase 400
3/14/98 Common 2,000 Mike Stanfield Purchase 400
11
Item 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Florida law permits the indemnification of officers and directors who,
while acting in good faith, in behalf of the corporation, are made a party to or
are threatened in an action as a result thereof.
The Articles of Incorporation of the Company provide that "if in the
judgment of a majority of the entire Board of Directors (excluding from such
majority any director under consideration for indemnification), the criteria set
forth in 607.0850(1) or (2), Florida Statutes, as then in effect, have been met,
then the corporation shall indemnify any director, officer, employee, or agent
thereof, whether current or former, together with his or her personal
representatives, devisees or heirs, in the manner and to the extent contemplated
by 607,0850, as then in effect, or by any successor law thereto."
Recent Developments
- -------------------
On October 21, 1998 the company held a Special Meeting of Directors at the
offices of the Company. At this meeting, Mr. Wallace L. Strawder was elected to
the Company's Board of Directors and was nominated President, Treasurer and
Secretary. Mr. Brendon Rennert resigned from all positions with the Company, and
was retained by the Company as a Consultant until January, 1999. Mr. Strawder is
the owner of 1,850,000 restricted shares of common stock of the Company which he
purchased from VIW Investments, Inc. on October 10, 1998. Mr. Strawder is a
sophisticated accredited investor pursuant to Rule 502 of the Securities Act of
1933.
(Remainder of page left intentionally blank.)
12
PART F/S
YBOR CITY SHUTTLE SERVICE, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 1998
13
INDEX TO FINANCIAL STATEMENTS
YBOR CITY SHUTTLE SERVICE, INC.
Accountant's Report .......................................... 15
Balance Sheet ................................................ 16
Statement of Operations ...................................... 17
Statement of Changes in Stockholders' Equity ................. 18
Statement of Cash Flows ...................................... 19
Notes to Financial Statements ................................ 20
14
GUIDA & JIMENEZ, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
Report of Independent Certified Public Accountants
To the Board of Directors
Ybor City Shuttle Service, Inc.
Tampa, Florida
We have audited the accompanying balance sheet of Ybor City Shuttle Service,
Inc. (a development stage company) as of June 30, 1998 and the related
statements of operations, stockholders' equity and cash flows for the period
from January 7, 1998 (date of inception) to June 30, 1998. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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 estimated 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 Ybor city Shuttle Service, Inc.
at June 30, 1998, and the results of operations and its cash flow for the one
hundred seventy-five days then ended, in conformity with generally accepted
principles.
/s/ Guida & Jimenez
- --------------------------
Guida & Jimenez
Tampa, Florida
July 30, 1998
MEMBER:
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS 1308 West Sligh Avenue
FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS Tampa, Florida 33604
AICPA DIVISION OF FIRMS Telephone: (813) 933-2336
Facsimile: (813) 935-8721
15
YBOR CITY SHUTTLE SERVICE, INC.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 1998
ASSETS
Cash $ 1,480
Other receivable 1,400
Prepaid expense 240
--------
Total Current Assets 3,120
--------
Total Assets $ 3,120
========
LIABILITIES
Accounts payable $ 1,259
Related party payable 1,500
--------
Total Liabilities 2,759
--------
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par, 50,000,000 shares authorized,
2,456,250 shares issued and outstanding 246
Paid in capital 34,954
Accumulated Deficit (34,839)
--------
Total Stockholders' Equity 361
--------
Total Liabilities & Stockholder's Equity $ 3,120
========
See accompanying notes.
16
YBOR CITY SHUTTLE SERVICE, INC.
(A Development Stage Company)
INCOME STATEMENT
For The Period From January 7, 1998 (date of inception) to June 30, 1998
Revenue $ 0
--------
General and administrative expenses 34,839
--------
Net loss (34,839)
Net Loss per common share (.02)
Weighted Average Common Shares Outstanding 2,268,975
=========
See accompanying notes.
17
YBOR CITY SHUTTLE SERVICE, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For The Period From January 7, 1998 (date of inception) to June 30, 1998
Common Stock Additional
-------------------------- Paid-In Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
BALANCE, January 7, 1998 $ 0 $ 0 $ 0 $ 0
Stock issued:
Founders shares 2,000,000 200 200
Private placement 456,250 46 34,954 35,000
Net loss (34,839) (34,839)
----------- ----------- ----------- ----------- -----------
BALANCE, June 30, 1998 2,456,250 $ 246 $ 34,954 $ (34,839) $ 361
=========== =========== =========== =========== ===========
See accompanying notes.
18
YBOR CITY SHUTTLE SERVICE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For The Period From January 7, 1998 (date of inception) to June 30, 1998
Cash Flows from Operating Activities:
Net Loss $(34,839)
Adjustments to reconcile income to net
cash provided by operations:
Change in due from stockholder (1,400)
Change in prepaid expenses (240)
Change in accounts payable 1,259
Change in accrued expenses 1,500
--------
Net Cash Provided by (Used by)
Operating Activities (33,720)
--------
Cash Flows from Investing Activities:
Net Cash Provided By Investing Activities 0
--------
Cash Flows from Financing Activities:
Proceeds from sale of capital stock 35,200
--------
Net Cash Provided By Financing Activities 35,200
--------
Increase in Cash 1,480
Cash Balance, Beginning 0
--------
Cash Balance, Ending $ 1,480
--------
See accompanying notes.
19
YBOR CITY SHUTTLE SERVICE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Ybor City Shuttle Service,
Inc. (the "Company") is presented to assist in understanding the Company's
financial statements. The financial statements and notes are representations of
the Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
Business Activity. The Company is considered a development stage company,
devoting substantially all of its efforts to establishing a new business. The
Company is currently working on a plan to offer a unique shuttle service
throughout the Tampa Bay area to the historic Ybor City district.
Cash and Cash Equivalents. For purposes of the statement of cash flows, the
Company considers all short-term debt securities purchased with a maturity of
three months or less to be cash equivalents.
Amortization of Organizational Costs. The costs of organizing and preparing the
Company to execute its business objectives are expensed as incurred under SOP 98
5.
Income Taxes. Because of the brief period of the Company's operation, no income
tax provision has been made.
NOTE 2 RELATED PARTY TRANSACTIONS
VIW Investments, Inc., the founder and controlling shareholder of the Company,
is solely owned by Richard J. Diamond. Richard J. Diamond is also President of
Progressive Ventures International, Inc., which provided consulting services to
the Company and received fees of $6,000 for developing the Company's business
plan. Mr. Diamond paid some of the expenses for the Company; of these advances,
$1,500 was outstanding at June 30, 1998. Progressive Ventures International,
Inc. also provides office space to the Company.
20
PART III
Item 1. INDEX TO EXHIBITS.
Exhibit Description of Document
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3(i) Articles of Incorporation filed January 9, 1998.
3(ii) Bylaws.
10.0 Contract with Progressive Ventures dated February 20, 1998
10.1 Contract with Progressive Ventures dated February 27, 1998
23.0 Consent of Accountants
27.0 Financial Data Schedule
99.0 Form of Stock Certificate
Item 2. DESCRIPTION OF EXHIBITS.
The required exhibits are attached hereto, as noted in Item 1 above.
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
YBOR CITY SHUTTLE SERVICE, INC.
Date: November 13, 1998 By: /s/ Wallace L. Strawder
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Wallace L. Strawder, President