SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 24, 2000
NEW YORK REGIONAL RAIL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-28583 13-3881577
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
4302 First Avenue, Brooklyn, NY, 11232 (Address of
principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (718) 788-3690
N/A
(Former name or former address if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On February 24, 2000 the Company acquired all of the issued and
outstanding shares of OSK Capital I Corp. for 480,600 shares of the Company's
common stock. At the time of the acquisition, OSK Capital I was not conducting
any business. The following presents certain summary financial information
concerning OSK Capital I:
November 30, 1999
Total Assets $533
Total Liabilities --
Shareholders' Equity $533
Period from Inception (February 26,
1999) to November 30, 1999
Revenues $ --
Expenses (63,577)
----------
Net Loss $(63,577)
=========
Item 7. Financial Statements, Pro Forma Financial Information
(a) Financial statements of OSK Capital I Corp.
(b) Pro forma financial statements .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 21, 2000
NEW YORK REGIONAL RAIL CORPORATION
By: /s/ Ira Levy
Ira Levy, Vice President of Finance
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Stockholders of OSK Capital I Corp.
We have audited the accompanying balance sheet of OSK Capital I Corp. (a
development stage company) as of May 31, 1999, and the related statement of
operations, stockholders' equity, and cash flows for the initial period from
inception (February 25, 1999) to May 31, 1999. 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 estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 OSK Capital I Corp. as of May
31, 1999, and the results of its operations and cash flows for the initial
period then ended in conformity with generally accepted accounting principles.
Denver, Colorado
June 24, 1999
/s/ COMISKEY & COMPANY
---------------------------
PROFESSIONAL CORPORATION
789 Sherman St., Suite 440
Denver, CO 80203
<PAGE>
OSK Capital I Corp.
(A Development Stage Company)
Balance Sheet
May 31, 1999
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,230
Stock subscription receivable 25
--------
Total current assets 3,255
OTHER ASSETS
Organizational costs (net) 513
---------
TOTAL ASSETS $ 3,768
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ -
------------
Total current liabilities $ -
-----------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 25,000,000
shares authorized; 3,204,000 shares issued and
outstanding 3,204
Common stock subscribed 40
Additional paid-in capital 60,876
Deficit accumulated during the development stage (60,352)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,768
=========
See accompanying notes
<PAGE>
OSK Capital I Corp.
(A Development Stage Company)
Statement of Operations
May 31, 1999
REVENUES $ --
EXPENSES
Amortization 27
General and administrative 60,325
-----------
Total expenses 60,352
NET LOSS (60,352)
Accumulated deficit --
Balance, beginning of period --
-----------
Balance, end of period $ (60,352)
========
NET LOSS PER SHARE $ (0.02)
========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 3,204,000
========
See accompanying notes
<PAGE>
OSK Capital I Corp.
(A Development Stage Company)
Statement of Stockholder's Equity
Period from Inception (February 25, 1999)
To May 31, 1999
Deficit
accumulated
Common Stock Additional during the Total
Number paid-in development stockholders'
of shares Amount capital stage equity
----------------- --------- ---------- -------------
Common stock issued for
cash and services,
February 1999
at $0.02 per share 3,175,000 $3,175 $ 60,325 $ -- $63,500
Common stock issued for
cash, February 1999
at $0.02 per share 29,000 29 551 -- 580
Net loss for the year
ended May 31, 1999 -- -- -- (60,352) (60,352)
--------- -------- -------- --------- ---------
Balance, May 31, 1999 3,204,000 $3,204 $ 60,876 $(60,352) $ 3,728
======== ===== ====== ====== ======
See accompanying notes
<PAGE>
OSK Capital I Corp.
(A Development Stage Company)
Statement of Cash Flows
Period from Inception (February 25, 1999)
To May 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(60,352)
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization
Stock issued for services 27
Net cash from operating activities 60,325
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in organization costs (540)
--------
Net cash used by investing activities (540)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 3,755
Increase in stock subscription receivable (25)
Increase in stock subscribed 40
--------
Net cash provided by financing activities 3,770
--------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 3,230
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 3,230
See accompanying notes
<PAGE>
OSK Capital I Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
1. Summary of Significant Accounting Policies
-----------------------------------------
Development Stage Company
OSK Capital I Corp. (a development stage company) (the "Company") was
incorporated under the laws of the State of Nevada on February 25, 1999. The
initial principal office of the corporation is 502 East Jon Street, Carson City,
Nevada 89706.
The Company is a new enterprise in the development stage as defined by Statement
No. 7 of the Financial Accounting Standards Board and has not engaged in any
business other than organizational efforts. It has no full-time employees and
owns no real property. The Company intends to operate as a capital market access
corporation by registering with the U.S. Securities and Exchange Commission
under the Securities Exchange Act of 1934. After this, the Company intends to
seek to acquire one or more existing businesses which have existing management,
through merger or acquisition. Management of the Company will have virtually
unlimited discretion in determining the business activities in which the Company
might engage.
Accounting Method
The Company records income and expenses on the accrual method.
Fiscal Year
The fiscal year of the corporation shall be established by the board of
directors.
Loss per Share
Loss per share was computed using the weighted average number of shares
outstanding during the period. Shares issued to insiders in anticipation of a
public offering have been accounted for as outstanding since inception.
Organization Costs
Costs to incorporate the Company have been capitalized and will be amortized
over a sixty-month period.
<PAGE>
OSK Capital I Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represent financial instruments (none of which are held for
trading purposes) approximate the carrying values of such amount.
Statement of Cash Flows
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with an original maturity of three months or
less to be cash equivalents.
Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that effect the amounts reported in these
financial statements and accompanying notes. Actual results could differ from
those estimates.
2. Stockholders' Equity
--------------------------
As of May 31, 1999, 3,206,000 shares of the Company's no par value common stock
had been authorized for issuance, of which 3,204,000 were issued and
outstanding, with the other 2,000 subscribed but not issued. Of the total shares
authorized for issuance, 3,175,000 were issued for cash of $0.001 per share, and
services of $0.019 per share, with a total of $60,325 recorded as general and
administrative costs in connection with the formation of the Company. The other
31,000 shares were issued for $620, or $0.02 per share.
3. Related Party Transactions
---------------------------------
As of the date hereof, Frank L. Kramer and Deborah A. Salerno are the officers
and directors of the Company, and are the owners of 2,000,000 shares of its
issued and outstanding common stock, constituting approximately 62% of the
Company's issued and outstanding common stock. The shares were issued for cash
of $0.001 per share and services provided which have been valued at a total of
$38,000.
Officers and directors are reimbursed for all out-of-pocket expenses.
<PAGE>
OSK Capital I, Corp.
(A Development Stage Company)
BALANCE SHEET
November 30, 1999
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 543
---------
Total current assets 543
---------
TOTAL ASSETS $ 543
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ -
---------
Total current liabilities --
---------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value;
25,000,000 shares authorized;
3,206,000 shares issued and
outstanding 3,206
Additional paid-in capital 60,914
Deficit accumulated during the
development stage (63,577)
---------
543
---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 543
======
The accompanying notes are an integral part of the financial statements.
<PAGE>
OSK Capital I, Corp.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the period
from inception For the six
(February 26, For the three months ended
1999) to months ended November 30,
November 30, 1999 November 30, 1999 1999
------------------- ----------------- ------------
REVENUES $ -- $ -- $ --
EXPENSES
Selling, general and
administrative 63,577 1,462 2,712
---------- ----------- ----------
Total expense 63,577 1,462 2,712
NET LOSS (63,577) (1,462) (2,712)
Accumulated deficit
Balance, beginning of period -- (62,115) (60,865)
-------- -------- --------
Balance, end of period $ (63,577) $ (63,577) $ (63,577)
======== ======== ========
NET LOSS PER SHARE $ (0.02) $ (NIL) $ (NIL)
======== ======== ========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 3,206,000 3,206,000 3,206,000
======== ======== ========
The accompanying notes are an integral part of the financial statements.
<PAGE>
OSK Capital I,
Corp.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
For the period
from inception
(February 26, For the six
1999) to months ended
November 30, November 30,
1999 1999
-------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (63,577) $ (2,712)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Stock issued for services 60,325 --
-------- -------------
Net cash used by operating activities (3,252) (2,712)
CASH FLOWS FROM INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 3,795 40
Decrease in stock subscription
receivable -- 25
Decrease in stock subscribed -- (40)
----------- --------------
Net cash provided by financing
activities 3,795 25
------------ -----------
Net increase (decrease) in
cash and cash equivalents 543 (2,687)
CASH AND CASH EQUIVALENTS,
Beginning of period -- 3,230
------------ --------------
CASH AND CASH EQUIVALENTS,
End of period $ 543 $ 543
======== =========
The accompanying notes are an integral part of the financial statements.
<PAGE>
OSK Capital I,
Corp.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
November 30, 1999
(Unaudited)
1. Management's Representation of Interim Financial Information
------------------------------------------------------------
The accompanying financial statements have been prepared by OSK Capital I, Corp.
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such rules
and regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature. These
financial statements should be read in conjunction with the audited financial
statements at May 31, 1999.
<PAGE>
NEW YORK REGIONAL RAIL CORPORATION
Pro Forma Condensed Balance Sheet
(Unaudited)
Historical
New York OSK
Regional Capital
Rail I Corp Pro Forma Pro Forma
30-Sep-99 30-Nov-99 Adjustments Combined
ASSETS
Current assets
Cash 221 $ 543 $ $ 764
Accounts receivable, net 621,025
Other current assets 195,430 0 195,430
--------- ------ ------- -------
Total current assets 816,676 543 196,194
Property, plant and
equipment - net 3,859,447 3,859,447
Goodwill, net of
amortization 516,052 516,052
Other assets 91,950 91,950
--------- --------- ------- --------
Total assets 5,284,125 $ 543 $ $4,663,643
========== ========= ========= ==========
LIABILITIES AND STOCKHOLDERS'
DEFICIT
LIABILITIES
Current liabilities
Current maturities of 389,457 $ $ $ 389,457
long-term debt
Convertible promissory notes:
Related parties 1,278,535 1,278,535
Others 724,540 724,540
Other short-term debt:
Related parties 92,913 92,913
Others 737,448 737,448
Accounts payable 876,760 876,760
Accrued expenses 1,850,456 1,850,456
Payroll taxes payable 481,101 481,101
---------- --------- --------- ----------
Total current liabilities 6,431,210 0 6,431,210
---------- --------- --------- ----------
Noncurrent liabilities:
Deferred rent payable 97,000 97,000
Long-term debt 621,883 621,883
---------- ----------
Total noncurrent liabilities 718,883 718,883
---------- ----------
Total liabilities 7,150,093 7,150,093
---------- ----------
Minority Interest 140,074 140,074
STOCKHOLDERS' DEFICIT
Series A Convertible
Preferred Stock,
$.001 par value,
1,000 shares authorized;
no shares issued and
outstanding --
<PAGE>
NEW YORK REGIONAL RAIL CORPORATION
Pro Forma Condensed Balance Sheet
(Unaudited)
Historical
New York OSK
Regional Capital
Rail I Corp Pro Forma Pro Forma
30-Sep-99 30-Nov-99 Adjustments Comined
Series B Convertible Preferred
Stock, $.001 par value,
15,000 shares authorized;
12,680 and 180 shares issued
and outstanding, respectively
stated at liquidation value 1,268,000 1,268,000
Common stock 15,327 3,206 -3,206
48 15,375
Additional paid-in capital 7,218,516 60,914 (60,914) 7,218,516
Accumulated deficit (10,507,885) (63,577) 60,577
3,495 (10,507,390)
--------- --------- -------- ----------
$
Total stockholders'
deficit (2,006,042) 543 0 (2,005,499)
--------- --------- ------ ---------
Total liabilities and
stockholders' deficit 5,284,125 543 5,284,668
========== ========= ====== = ==========
<PAGE>
NEW YORK REGIONAL RAIL CORPORATION
Pro Forma Condensed Statement of Operations
(Unaudited)
Historical Statements
New York OSK Capital
Regional I Corp.
Rail For the period
Nine months from inception
ended (February 26, Pro Forma Pro Forma
9/30/99 1999) to 11/30/99 Adjustments Combined
Operating Revenues $3,033,486 $ 0 $3,033,486
Operating Expenses 2,665,541 0 2,665,541
------------ --------- --------- ---------
Income from Operations 367,945 0 367,945
------------ --------- --------- ---------
Administrative Expenses 1,124,782 63,577 1,188,359
------------ --------- --------- ---------
Loss before other
expenses and minority
interest (756,837) (63,577) (820,414)
Other expenses:
Interest Expense (1,555,288) 0 (1,555,288)
Loss before minority
interest (2,312,125) 0 (2,312,125)
------------ --------- --------- ---------
Minority interest in
income of subsidiary (80,629) 0 (80,629
--------- --------- -------- -------
Net loss applicable to
common stock $(2,392,754) $(63,577) $(2,456,331)
============ ========= ======= ===========
Note 1 The unaudited pro forma financial statements give effect to the
transactions described in Item 2 of this report. The pro forma combined
statements of operations have been presented as though the transaction
occurred on February 26, 1999.
Note 2. A Pro Forma Statement of Operations for the year ending December 31,
1998 is not provided since OSK Capital I Corp was not incorporated until
February 26, 1999.
