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
<PAGE>
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
<PAGE>
* 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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
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
- ---- ----- ------ ---------------- ------- ------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
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
<PAGE>
PART F/S
YBOR CITY SHUTTLE SERVICE, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
JUNE 30, 1998
13
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
<CAPTION>
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
------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
PART III
Item 1. INDEX TO EXHIBITS.
Exhibit Description of Document
- ------- -----------------------
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
----------------------------------
Wallace L. Strawder, President
Exhibit 3(i)
ARTICLES OF INCORPORATION
OF
YBOR CITY SHUTTLE SERVICE, INC.
ARTICLE I
Corporate Name and Principal Office
-----------------------------------
The name of this corporation is Ybor City Shuttle Service, Inc. and its
principal office and mailing address is 1726 East 7th Avenue, Suite 11, Tampa,
Florida 33605.
ARTICLE II
Commencement of Corporate Existence
-----------------------------------
The corporation shall come into existence on January 7, 1998.
ARTICLE III
General Nature of Business
--------------------------
This corporation may engage in any activity or business permitted under the
laws of the United States or of the State of Florida.
ARTICLE IV
Capital Stock
-------------
The aggregate number of shares of capital stock that this corporation shall
be authorized to have outstanding at any one time shall be fifty million shares
of common stock at $.0001 par value per share and fifty million shares of
preferred stock at $.0001 par value per share. Each share of issued and
outstanding common stock shall entitle the holder thereof to participate in all
shareholder meetings, to cast one vote on each matter with respect to which
shareholders have the right to vote, and to share ratably in all dividends and
other distributions declared and paid with respect to the common stock, as well
as in the net assets of the corporation upon liquidation or dissolution.
ARTICLE V
Initial Registered Office and Agent
-----------------------------------
The street address of the initial registered office of the corporation
shall be 220 S. Franklin Street, Tampa, Florida 33602, and the initial
registered agent of the corporation at such address is John N. Giordano.
<PAGE>
ARTICLE VI
Incorporator
------------
The name and address of the corporation's incorporator is:
NAME ADDRESS
- ---- -------
Stephanie R. Conn 220 S. Franklin Street
Tampa, Florida 33602
ARTICLE VII
By-Laws
-------
The power to adopt, alter, amend or repeal by-laws of this corporation
shall be vested in its shareholders and separately in its Board of Directors, as
prescribed by the by-laws of the corporation.
ARTICLE VIII
Indemnification
---------------
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 of 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.
IN WITNESS WHEREOF, the undersigned has executed these Articles this 7th
day of January, 1998.
/s/ Stephanie R. Conn
------------------------------------
Stephanie R. Conn
<PAGE>
CERTIFICATE DESIGNATING
REGISTERED AGENT
----------------
Pursuant to the provisions of 48.091 and 607.0501, Florida Statutes, Ybor
City Shuffle Service, Inc., desiring to organize under the laws of the State of
Florida, hereby designates John N. Giordano, an individual resident of the State
of Florida, as its Registered Agent for the purpose of accepting service of
process within such State and designates 220 S. Franklin Street, Tampa, Florida
33602 the business office of its Registered Agent, as its Registered Office.
YBOR CITY SHUTTLE SERVICE, INC.
By /s/ Stephanie R. Conn
----------------------------------
Stephanie R. Conn, Incorporator
ACKNOWLEDGMENT
--------------
I hereby accept my appointment as Registered Agent of the above named
corporation, acknowledge that I am familiar with and accept the obligation
imposed by Florida law upon that position, and agree to act as such in
accordance with provisions of 48.091 and 607.0505, Florida Statutes.
/s/ John N. Giordano
-----------------------------------
John N. Giordano
Exhibit 3(ii)
BY-LAWS
OF
YBOR CITY SHUTTLE SERVICE, INC.
ARTICLE I
---------
Share Certificates and Transfer
-------------------------------
Section 1. Certificates.
-------------
Certificates representing the shares of capital stock of this Corporation
shall be printed or engraved in such form and contain such recitals, signatures
and seals as required by law, or to the extent not in conflict therewith, as may
be determined by the Board of Directors. Every Shareholder shall be entitled to
receive a certificate representing the number of shares owned once such shares
are fully paid.
Section 2. Transfer.
---------
Upon surrender to the secretary or transfer agent of the Corporation of a
certificate representing a share or shares of its stock, duly endorsed or
accompanied by evidence of succession, assignment or authority to transfer
reasonably satisfactory to the Secretary or transfer agent, as well as all
necessary Florida stock transfer tax stamps or the funds therefor and evidence
of compliant with any conditions or restrictions set forth or referred to on the
certificate, the Corporation shall be required to issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
on its books.
Section 3. Issuance of Substitute Certificates.
------------------------------------
A new certificate may be issued in lieu of any certificate previously
issued which has been defaced or mutilated, upon surrender or cancellation of a
part of the old certificate sufficient, in the opinion of the Treasurer, to
protect the Corporation against loss or liability. A new certificate may also be
issued in lieu of any certificate then not in the possession of the holder of
record if such holder shall by written affirmation, under oath, state the
circumstances of its absence, and shall, if required by the Board, provide the
Corporation with an indemnity bond in form and with one or more sureties
satisfactory to the Board, in at least double the value of the shares
represented by the absent certificate and satisfy any other reasonable
requirements which it may impose.
1
<PAGE>
ARTICLE II
----------
Corporate Records and Seal, Authority to Act
--------------------------------------------
Section 1. Records.
-------
The Corporation shall maintain at its principal place of business accurate
and complete records of its operations and properties, including a record of its
Shareholders and minutes of the proceedings of its Shareholders, Board of
Directors and Board committees. Unless modified by Shareholder resolution
adopted not later than four months following the close of each of the
Corporation's operational years, the Corporation shall prepare within a
reasonable time following the close of each such year and maintain at its
principal place of business, as well as at its registered office, financial
records which shall include a statement of financial position as of the end of
each such year and a statement of profit earned or loss incurred therein.
Section 2. Inspection.
----------
All records required by the Florida Business Corporation Act to be
maintained by the Corporation shall be open for inspection by the individuals
and in the manner specified in such Act as the same may be in effect from time
to time.
Section 3. Closing Shareholder Record Book.
-------------------------------
The Board may close the Shareholder record book for a period of not more
than 30 nor less than ten days preceding any Shareholder meeting or the day
fixed for the payment of a dividend, and upon its failure to do so the
Shareholder record date for either purpose shall be 14 days preceding the event.
Section 4. Seal.
----
The Corporation shall own a corporate seal which shall be circular in form
and have inscribed thereon its name and the date and state of its incorporation.
Section 5. Contracts.
---------
The Board of Directors may by resolution authorize any officer or agent to
enter into any contract or execute and deliver any instrument in the name of or
on behalf of the Corporation, and such authority may be general or confined to
specific instances; but absent the grant of such authority no individual, other
than the President, shall have power to bind the Corporation under any contract,
pledge its credit or render it liable for any purpose or in any amount.
2
<PAGE>
Section 6. Checks and Drafts.
-----------------
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed
or endorsed by such person or persons and in such manner as shall be determined
by resolution of the Board of Directors.
ARTICLE III
-----------
Shareholder Meetings and Voting Rights
--------------------------------------
Section 1. Annual Meeting:
--------------
The annual meeting of the Shareholders of the Corporation shall be held on
the first Tuesday of the fourth month following the close of the Corporation's
operational year. If that day is a legal holiday, the annual meeting will be
held on the first day thereafter that is not a legal holiday. At the annual
meeting the Shareholders, by vote of the holders of a majority of the shares
represented, shall elect a Board of Directors, consider reports of the affairs
of the Corporation and transact such other business as is properly brought
before the meeting.
Section 2. Special Meetings:
----------------
Special Shareholder meetings shall be held upon the direction of the
President or Board of Directors or upon the written request of the holders of
not less than ten percent of all shares entitled to vote.
Section 3. Place of Meeting:
----------------
All Shareholder meetings shall be held at the principal office of the
Corporation unless an alternate location shall be selected by the Board and
communicated to the Shareholders by written notice. The holders of a majority of
shares of the Corporation's outstanding voting stock shall have the right to
reject such alternative location by filing written notice to that effect with
the Secretary not less than two days prior to the called date of the meeting.
Section 4. Notice:
------
Written notice stating the place, day and hour of each Shareholder meeting
and, in the case of a special meeting, the nature of the business to be
transacted shall be delivered to each Shareholder of record entitled to vote not
less than ten days prior to the date of such meeting and otherwise in the manner
specified in the Florida Business Corporation Act. When a meeting is adjourned
for 30 days or more, notice of the adjourned meeting shall be given as in the
case of the original meeting; otherwise no notice of the adjournment or of the
business to be transacted at the adjourned meeting need to be given other than
by way of an announcement made at the meeting at which such adjournment is
taken.
3
<PAGE>
Section 5. Voting List.
-----------
Unless the Corporation has fewer than six Shareholders, as of the date
fixed in accordance with the provisions of Article II, Section 3., the officer
or agent having charge of the Shareholder record books shall prepare a list of
the Shareholders entitled to a vote at each Shareholder meeting or any
adjournment thereof, including the address of and the number and class and
series, if any, of shares held by each. For a period of ten days prior to the
meeting, such list shall be kept at the Corporation's principal place of
business where any Shareholder shall be entitled to inspect it during usual
business hours. The list shall also be made available and subject to inspection
by any Shareholder at any time during the subject meeting.
Section 6. Substance of Meeting.
--------------------
Any questions may be considered and acted upon at an annual meeting, but no
question not stated in the call for a special meeting shall be acted upon
thereat unless the provisions of Article III, Section 9. or Article VI, Section
3. are complied with.
Section 7. Shareholders' Quorum and Voting Rights:
--------------------------------------
The holders of a majority of the shares entitled to vote, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
Shareholders, unless otherwise provided by law, but a lesser interest may
adjourn any meeting from time to time until the requisite amount of voting
shares shall be present.
Each outstanding share of the Corporation's capital stock shall entitle the
holder of record to one vote. An affirmative vote of a majority of the shares
represented at each meeting shall decide any question brought before it, unless
the question is one upon which, by express provision of law, the Corporation's
Articles of Incorporation of these By-Laws, a lager or different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 8. Proxies:
-------
Every Shareholder entitled to vote, or to express consent to or dissent
from a proposed corporation action, may do so either in person or by written
proxy duly executed and filed with the Secretary of the Corporation. If a proxy
is executed, its use shall be controlled by the provisions of the Florida
Business Corporation Act.
Section 9. Action By Shareholders Without a Meeting:
----------------------------------------
Any action required or allowed to be taken at a meeting of Shareholders may
be taken without a meeting, prior notice or vote, if a written consent, setting
forth the action taken, shall be signed by the holders of outstanding shares
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted, and the written consent specified in the Florida
Business Corporation Act shall be obtained and furnished to all non-consenting
Shareholders.
4
<PAGE>
ARTICLE IV
----------
Board of Directors
------------------
Section 1. Power and Responsibility:
------------------------
Subject to the limitations imposed by the Articles of Incorporation, these
By-Laws or the Florida Business Corporation Act, all corporate powers and
responsibilities shall be exercised by or under the authority of; and the
business and affairs of the Corporation shall be controlled by, the Board of
Directors.
Section 2. Number:
------
The number of directors which shall constitute the entire Board of
Directors shall be not less than one nor more than seven. Within these limits
the actual number constituting the entire Board shall be that fixed from time to
time by Board resolution, and until such time as the Board determines otherwise,
the number of directors shall be two. No reduction in the number of Directors
shall have the effect of removing any director prior to the expiration of his
term of office.
Section 3. Election and Term:
-----------------
At the first annual Shareholder meeting and at each annual meeting
thereafter the Shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which he is elected or until his successor shall have been elected and qualified
or until his earlier resignation, removal from office or death.
Section 4. Vacancy:
-------
Any vacancy occurring in the Board of Directors, including any vacancy
created by reason of an increase in the number of directors, may be filled by
the affirmative vote of a majority of all remaining directors, even if less than
a quorum, and a director so chosen shall hold office only until the next
election of directors by the Shareholders. The Shareholders may at any time
elect a director to fill any vacancy not filled by the directors, and may elect
additional directors at a meeting at which an amendment of the By-Laws is voted
authorizing an increase in the number of directors.
Section 5. Removal:
-------
At a meeting of Shareholders called expressly for that purpose, any
director or the entire Board may be removed, with or without cause, by a vote of
the holders of a majority of the shares then entitled to vote at an election of
directors.
5
<PAGE>
Section 6. Presumption of Assent:
---------------------
A director of the Corporation who is present at a meeting of its Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless he votes against such action or
abstains from voting in respect thereto because of an asserted conflict of
interest.
Section 7. Quorum and Voting:
-----------------
A majority of the number of directors fixed in the manner prescribed in
Article IV, Section 2 of these By-Laws shall constitute a quorum for the
transaction of business. The action of a majority of the directors present at
any meeting at which there is a quorum, when legally assembled, shall be a valid
corporate action.
Section 8. Director Conflicts of Interest:
------------------------------
The legal effectiveness or enforceability of any contract or other
transaction authorized by the Corporation's Board, any committee thereof or its
Shareholders which may present a conflict of interest as contemplated by the
Florida Business Corporation Act shall be determined by the provisions thereof.
Directors whose relationship with another person or entity is the source of such
potential conflict of interest may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
Section 9. Executive and Other Committees:
------------------------------
(a) By resolution adopted by a majority of the entire Board of Directors,
there may be designated from among its members an executive committee and other
committees each of which, to the extent provided in such resolution, shall have
and may exercise all the authority of the Board of Directors, except with
respect to those matters which by law are precluded from being delegated to a
committee.
(b) Each committee (including the members thereof) shall serve at the
pleasure of the Board and shall keep minutes and report the same to the Board.
The Board may designate one or more directors as alternate members of any
committee. In the absence or upon the disqualification of a member of a
committee, if no alternate member has been designated by the Board, the members
present at any meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another member of the Board to act
at the meeting in the place of the absent or disqualified member.
(c) A majority of all members of a committee shall constitute a quorum for
the transaction of business, and the vote of a majority of all the members of a
committee present at a meeting at which a quorum is present shall be the act of
the committee. Each committee shall adopt whatever other rules of procedure it
determines appropriate for the conduct of its activities.
6
<PAGE>
Section 10. Place of Meeting:
----------------
Meetings of the Board of Directors may be held at any location specified in
the call of the meeting or as agreed to by the directors.
Section 11. Time, Notice and Call of Meetings:
---------------------------------
(a) Annual Meeting: Promptly following the adjournment of each annual
Shareholder meeting, the Board of Directors elected thereat shall, without
notice, convene an annual meeting and organize by the election of a Chairman who
shall preside over its further conduct.
(b) Regular Meeting: Regular meetings of the Board may be held during each
annual period in accordance with such schedule as may be agreed to by the Board
at its annual meeting. No notice need be given of such regular meetings.
(c) Special Meetings: Special meetings of the Board shall be held from time
to time upon call issued by the Chairman of the Board, any two directors, or the
President or Vice-President of the Corporation. Written notice of the time and
place of each special meeting shall be delivered personally to all directors or
sent to each by telegram or letter, charges prepaid, addressed to him at his
address shown on the records of the Corporation or as otherwise actually known
by the Secretary. If notice is mailed or telegraphed, it shall constitute
sufficient notice if it is delivered to the above address not less than 24 hours
prior to the time of the holding of the meeting.
(d) Adjournment: A majority of the directors present, whether or not a
quorum exists, may adjourn any meeting of the Board to another time and place.
Notice of the time and place of holding such adjourned meeting need not be given
if they are fixed at the meeting adjourned and while a quorum is present;
otherwise, notice shall be given to all directors in the manner directed in
subsection (c) above.
Section 12. Action Without a Meeting:
------------------------
Any action required or permitted to be taken by the Board or a committee
thereof may be taken without a meeting if all members shall individually or
collectively consent in writing to such action. Such written consent shall be
filed in the minutes of the proceedings of the Board or committee and shall have
the same effect as a unanimous vote in favor of the action consented to.
7
<PAGE>
ARTICLE V
---------
Officers
--------
Section 1. Composition and Term:
--------------------
The officers of the Corporation shall consist of a President,
vice-President, Secretary, Treasurer and such other officers with such titles,
duties and powers as may be prescribed by the Board of Directors. All officers
shall be elected by and serve at the pleasure of the Board.
Section 2. Election:
--------
At their annual meeting the Directors shall elect officers of the
Corporation, any of whom may but need not be members of the Board. Any two or
more of such officers may be held by the same individual.
Section 3. Resignation or Removal:
----------------------
Any officer may resign by giving written notice to the Board of Directors,
the President or the Secretary. Such resignation shall take effect upon receipt
of the notice, or at any later time specified therein (subject to the Board's
right of removal), and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Any officer may be removed, with or without case, by action of a majority
of the entire Board taken at any regular or special meeting of the Board, or by
another officer upon whom such power of removal is expressly conferred by the
Board.
Section 4. Vacancy:
-------
A vacancy in any office shall be filled by action of the Board, and its
appointee shall hold office for the unexpired term or until his successor is
elected and qualified.
Section 5. President:
---------
The President shall be the principal executive officer of the Corporation,
and, subject to the control of the Board, shall generally supervise and control
all of the business and affairs of the Corporation. He shall preside at all
meetings of the Shareholders and, unless a Chairman of the Board of Directors
has been elected and is present, shall preside at meetings of the Board of
Directors. He shall be an ex-officio member of all committees appointed by the
Board, and shall have the general powers and duties customarily performed and
exercised by the chief executive officer of any Corporation for profit organized
under the laws of Florida, as well as such additional powers or duties as may be
prescribed by these By-Laws or the Board.
8
<PAGE>
Section 6. Vice-President:
--------------
In the absence of the President or in the event of his death, inability or
refusal to act, the Vice-President shall be vested with the powers and duties
of the President. Any Vice-President may sign, with the Secretary, share
certificates issued by the Corporation; and shall perform such other duties as
from time to time may be assigned to him by the Board of Directors or President.
Section 7. Secretary:
---------
The Secretary shall keep, or cause to be kept, a book of minutes at the
principal office or such other place as the Board of Directors and Shareholders
may designate, a current Shareholder record book, showing the name of all
Shareholders and their addresses; and a record of all meetings conducted by the
Shareholders, Directors or Director Committees, which latter record shall
include the time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of those present at
directors' meetings, the number of shares present or represented at
Shareholders' meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or
at the office of the Corporation's transfer agent, a Shareholder record, or a
duplicate Shareholder record, showing the names of the Shareholders and their
addresses, the number and classes of shared held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the Shareholders and of the Board of Directors required by the By-Laws or by
law to be given, and he shall keep the seal of the Corporation and affix said
seal to all documents requiring a seal, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or the
By-Laws.
Section 8. Treasurer:
---------
The Treasurer shall have custody of all corporate funds, securities,
valuable papers and financial records; shall keep full and accurate accounts of
receipts and disbursements and render accounts thereof at the annual meetings of
Shareholders and at such other times as requested by the Board or President; and
shall perform such other duties as may be prescribed by the Board or President.
Section 9. Assistant:
---------
Any Assistant Secretary or Assistant Treasurer, respectively, may exercise
any of the powers of Secretary or Treasurer, respectively, as provided in these
By-Laws or as directed by the Board of Directors, and shall perform such other
duties as may be prescribed by the Board or President.
9
<PAGE>
ARTICLE VI
----------
Miscellaneous
-------------
Section 1. Parliamentary Procedure:
-----------------------
When not in conflict with these By-Laws, Roberts Rules of Parliamentary
Procedure shall establish the rules at all Shareholder and director meetings.
Section 2. Fiscal Year:
-----------
The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board
Section 3. Consent to Meeting:
------------------
The transactions approved at any meeting of Shareholders or the Board of
Directors, however called and noticed, shall be as valid as though acted upon at
a meeting duly held after regular call and notice, if a quorum is present
(either in person or by proxy in the case of a Shareholder meeting) and if,
either before or after the meeting, each of the Shareholders entitled to vote or
directors, as the case may be, not present (or represented by proxy in the case
of a Shareholder meeting) signs a written waiver of notice, or a consent to the
holding of such meeting, or an approval of the minutes thereof All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting. Personal representatives, trustees and other
fiduciaries entitled to vote shares may sign such waivers, consents or
approvals.
Section 4. Amendment and Repeal of By-Laws:
-------------------------------
(a) By Shareholders: New By-Laws may be adopted or these By-Laws may be
repealed or amended at the annual or any other meeting of Shareholders called
for that purpose, by a vote of Shareholders entitled to exercise a majority of
the voting power of the Corporation, or by the written assent of such
Shareholders.
(b) By Board of Directors: Subject to the right of the Shareholders to
adopt, amend or repeal By-Laws, as provided in this section, the Board of
Directors may adopt, amend or repeal any of these By-Laws including the By-Law
or amendment thereof changing the authorized number of directors.
(c) Record of Amendments: Whenever an amendment to or repeal of any
existing By-Law is adopted, or an additional By-Law provision is approved, a
replacement page containing such new material and noting the date and manner of
its adoption shall be inserted in the original By-Laws, in the appropriate
place.
10
Exhibit 10.0
Progressive Ventures International, Inc.
1726 East 7th Ave.
Tampa, Florida 33605
February 10, 1998
Mr. Brendon K. Rennert, President
Ybor City Shuttle Service, Inc.
1726 East 7th Ave., Suite 11
Tampa, Florida 33605
Brendon,
Per our verbal agreement, this letter will outline the scope of work which was
performed on behalf of Ybor City Shuttle Service by Progressive Ventures
International, Inc.:
1) Preparation of initial business plan of Company
2) Preparation of initial drafts of financial statements
3) Consultations with Company President and other Company consultants
Our fee for these services is $5,000, which is due upon receipt.
If this meets your approval, please sign where indicated below and return a copy
to my attention.
Sincerely,
/s/ Richard J. Diamond
- ------------------------
Richard J. Diamond
President
AGREED AND ACCEPTED TO:
/s/ Brendon K. Rennert Date: 2/10/98
- ----------------------------- ---------------
Brendon K. Rennert, President
Exhibit 10.1
INVOICE
February 27, 1998
From: Progressive Ventures Intl., Inc.
1726 E. 7th Ave.
Tampa, Florida 33605
To: Ybor City Shuttle Service, Inc.
1726 E. 7th Ave., Suite 11
Tampa, Florida 33605
Per our verbal discussions, Progressive Ventures Intl., Inc. ("Progressive") has
rendered the following additional professional services to Ybor City Shuttle
Service, Inc.
Consultations with the Company President and other consultants concerning
initial business plan of Ybor City Shuttle Service, Inc. as an independent
consultant to the Company.
TOTAL DUE- $1,000
Payable due upon receipt.
Thank you in advance.
Sincerely,
/s/ Richard J. Diamond
- -------------------------
Richard J. Diamond
President
Progressive Ventures Intl., Inc.
GUIDA & JIMENEZ, PA
1308 W. Sligh Ave.
Tampa, FL 33604
July 30, 1998
Securities and exchange Commission
Washington, DC 20549
re: Ybor City Shuttle Service, Inc.
Gentlemen:
In connection with the filing of the General Form For Registration Of Securities
Form 10 by Ybor City Shuttle Service, Inc. we hereby consent to the use of our
name as independent auditors in our report dated July 30, 1998 accompanying the
audited financial statement of Ybor City Shuttle Service, Inc. as of June 30,
1998 for the period from inception, January 7, 1998, to June 30, 1998.
Very truly yours,
/s/ Guida & Jimenez
- ----------------------------
Guida & Jimenez, P.A.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,480
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,120
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,120
<CURRENT-LIABILITIES> 2,759
<BONDS> 0
0
0
<COMMON> 246
<OTHER-SE> 115
<TOTAL-LIABILITY-AND-EQUITY> 3,120
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34,839
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (34,839)
<INCOME-TAX> 0
<INCOME-CONTINUING> (34,839)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,839)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
YBOR CITY SHUTTLE SERVICE, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
AUTHORIZED: 50,000,000 COMMON SHARES, $.0001 PAR VALUE
NUMBER SHARES
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 985384 10 6
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
$.0001 PAR VALUE PER SHARE, OF
Ybor City Shuttle Service, Inc.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are issued and
shall be held subject to the provisions of the Certificate of Incorporation, to
all of which the holder by acceptance hereby assents.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed in facsimile by its duly authorized officer and the facsimile seal of the
Corporation to be duly affixed hereto.
Dated:
/s/ Brendon K. Rennert [corporate /s/ Brendon K. Rennert
- ----------------------- seal graphic -----------------------
Secretary omitted] President
<PAGE>
Ybor City Shuttle Service, Inc.
Florida Atlantic Stock Transfer, Inc.
Transfer Fee: As Required
- --------------------------------------------------------------------------------
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT Custodian for
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act of
of survivorship and not as -------------------------
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For value received ...................hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
----------------------------------------
Please print or type name and address of assignee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------Shares
of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
----------------------------------------------
- --------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within named
Corporation, with full power of substitution in the premises.
Dated 19
------------------- -------
SIGNATURE GUARANTEED: X
-----------------------------
X
-----------------------------
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARNATOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
