SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event recorded) December 31, 1998
RAVEN MOON INTERNATIONAL, INC.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 000-24727 59-3485779
- ------------------------------ -------------- --------------------
(State or other (Commission File (IRS Employer
jurisdiction of incorporation) Number) Identification No.)
250 International Parkway, Suite 114, Heathrow, FL 32746
- -------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 407-805-9131
Ybor City Shuttle Service, Inc., 1726 E. 7th Avenue, Suite 11, Tampa, FL 33605
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
Effective November 3, 1998, the shareholders of Ybor City Shuttle Service,
Inc. approved and adopted an Agreement and Plan of Merger with International
Resorts and Entertainment Group, Inc., and Raven Moon Entertainment, Inc., all
Florida based companies. Upon completion of said Merger, Ybor City Shuttle
Service, Inc. elected to adopt the name of Raven Moon International, Inc.
retaining its offices in Lake Mary, Florida.
The surviving corporation, Raven Moon International, Inc., amended articles
on December 31, 1998, to increase the capitalization from Fifty Million
(50,000,000) shares of Common Stock to One Hundred Million (100,000,000) Shares
of Common Stock having a par value of $0.0001 per share. The authorized
Preferred Stock shall remain at Fifty Million (50,000,000) shares having a value
of $0.0001 per share.
The acquisition and merger was accomplished by an exchange of all issued
and outstanding shares as follows: (a) Upon effective date, each share of Raven
Moon Entertainment, Inc.'s common stock, issued and outstanding, was converted
into and exchanged for One (1) share of common stock of the surviving company,
Raven Moon International, Inc. (b) Each share of International Resorts and
Entertainment Group, Inc.'s common stock, issued and outstanding was converted
into and exchanged for One-Fifteenth (1/15) shares of the surviving company,
Raven Moon International, Inc. the amount of shares due to each shareholder
shall be rounded to the nearest whole number of shares (c) the tendered offer at
the time of the merger was made at Seventy Five Cents ($.75) per share and the
market price of the surviving company was established for its restricted common
stock at Twelve Dollars ($12.00) per share.
Raven Moon International, Inc. shall continue to delve into a wide range of
products and services and to further develop its television and film
productions, transportation systems catering to the Metropolitan areas of the
country (currently existing in Tampa), as well as the manufacturing of hearing
devices innovatively marketed through the dental industry having the potential
profit of Nine Million ($9,000,000) Dollars net over the next five years.
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements:
Consolidated Balance Sheet as of September 30, 1998
Consolidated Income Statement as of September 30, 1998
Consolidated Statement of Retained Earning as of September 30, 1998
Consolidated Statement of Cash Flows as of September 30, 1998
Notes to Consolidated Financial Statements
(b) Exhibits
Plan of Merger dated October 21, 1998
Articles of Merger by and among Raven Moon Entertainment, Inc., Ybor City
Shuttle Service, Inc. and International Resorts and Entertainment Group, Inc.
dated December 18, 1998
November 19, 1998 Press Release of International Resorts and Entertainment
Group, Inc.
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.
RAVEN MOON INTERNATIONAL, INC.
Date: March 29, 1999 By: /s/ Wallace L. Strawder
-------------------------------
Wallace L. Strawder, President
<PAGE>
ASSETS
------
Cash - Operating 30,030.12
Contract Rcvble - NAmer 1,000,000.00
Due from Employees 3,245.00
Other Receivables 205,132.99
---------------
Total Current Assets 1,247,408.11
Furniture & Fixtures 5,148.00
Accumulated Depreciation (949.00)
---------------
Total Fixed Assets 4,199.00
Prepaid Expenses 240.00
Diposits 2,546.00
Organization Costs 19,539.00
Amortization-Org. Costs (2,930.85)
Royalty Rights 50,000.00
Production Rights 3,000.00
---------------
Total Other Assets 72,394.15
---------------
Total Assets 1,324,001.26
===============
LIABILITIES & EQUITY
--------------------
Accrued Liabilites 195,056.65
Accounts Payable 1,226.65
Payroll Taxes Payable 4,455.38
Fed. Income Tax Payable 20,098.00
---------------
Total Current Liabilities 220,836.68
Total Long Term Liabilities 0.00
---------------
Total Liabilities 220,836.68
Common Stock 913,060.18
Additional Paid-in Capital 455,019.00
Retained Earnings (338,488.04)
Current Earnings 73,573.44
---------------
Total Equity 1,103,164.58
---------------
Total Liab. & Equity 1,324,001.26
===============
<PAGE>
YEAR RATIO ............: NET REVENUE 9 MONTHS
RATIO
================================================================================
INCOME
Sales 56,921.00 4.3
Marketing Fees 146,505.00 11.1
VMT Fees Earned 112,300.00 8.5
Sale of Vacation Club Rgt 1,000,000.00 76.0
Returns & Allowances (205.00) 0.0
------------ -----
Net Sales 1,315,521.00 100.0
COST OF GOODS SOLD
Main Fees 38,493.04 2.9
Consultant Fees 649,583.67 49.4
Talent Expenses 60,094.90 4.6
C.R. Lotto Deal 40,000.00 3.0
Supplies 63,204.02 4.8
Marketing Expenses 19,600.00 1.5
Advances Paid Out 13,425.00 1.0
Printing 6,424.10 0.5
Other Public Entity Exp 870.95 0.1
Freight 2,061.23 0.2
------------ -----
Total Cost of Goods Sold 893,756.91 67.9
------------ -----
Gross Profit 421,764.09 32.1
EXPENSES
Salaries 24,157.25 1.8
Payroll Taxes 15,548.28 1.2
Advertising 680.00 0.1
Amortization 2,930.85 0.2
Auto Expense 539.00 0.0
Automobile Lease 8,116.74 0.6
Bad Debts 119,886.45 9.1
Bank Service Charges 530.00 0.0
Commissions 35,500.00 2.7
Computer Expense 9,533.12 0.7
Contributions 600.00 0.0
Depreciation 827.00 0.1
Director's Fees 6,000.00 0.5
Dues & Subsrcriptions 1,143.96 0.1
Employee Benefits 1,954.34 0.1
Equipment Rent 8,257.80 0.6
Insurance 9,613.93 0.7
Legal Fees Expense 424.94 0.0
<PAGE>
YEAR RATIO ............: NET REVENUE 9 MONTHS
RATIO
================================================================================
Licenses 20.00 0.0
Mileage Reimbursement 174.91 0.0
Office Expense 6,790.29 0.5
Paging Expense 249.18 0.0
Postage 8,802.93 0.7
ProfessionalFees 11,776.56 0.9
Rent 23,272.58 1.8
Repairs & Maintenance 2,660.62 0.2
Taxes - Other 831.40 0.1
Telephone 10,852.16 0.8
Temporary Labor 624.51 0.0
Transfer AgentFees 9,995.32 0.8
Travel 5,798.53 0.4
----------- ----------
Total Expenses 328,092.65 24.9
----------- ----------
Net Operating Income 93,671.44 7.1
----------- ----------
OTHER INCOME
Total Other Income 0.00 0.0
----------- ----------
OTHER EXPENSES
Total Other Expenses 0.00 0.0
----------- ----------
Income Before Taxes 93,671.44 7.1
Income Taxes 20,098.00 1.5
----------- ----------
Net Income 73,573.44 5.6
=========== ==========
RETAINED EARNINGS (DEFICIT), JANUARY 1, 1998 ($ 338,488)
NET INCOME NINE MONTHS ENDED SEPTEMBER 30, 1998 73,573
RETAINED EARNINGS (DEFICIT), SEPTEMBER 30, 1998 ($ 264,915)
==========
<PAGE>
Cash Flows from Operating Activities:
Net Income $ 73,573
Adjustments to Reconcile Net
Income to Net Cash Provided
by Operating Activities:
Depreciation and Amortization 3,758
(Increase) Decrease In:
Receivables 1,163,878
Prepaid Expenses 240
Increase (Decrease) In:
Payables 198,599
-----------
Net Cash Applied to Operating Activities ($ 888,188)
Net Cash From Investing
Activities:
Stock Sales $ 903,735
Paid-in Capital 34,954
938,689
-----------
Net Cash Applied to Investing
Activities:
Organization Costs (21,039)
-----------
Net Increase in
Cash 29,462
Cash, Beginning of Year 9,568
-----------
Cash, End of Year - September 30, 1998 $ 39,030
===========
<PAGE>
RAVEN MOON INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 1998
Note 1 - Summary of Significant Accounting Policies and Other Information:
Nature of Business:
Raven Moon International, Inc. is a diversified company. It is in the
entertainment industry, specifically producing various music venues
and television programs. In addition, the company is involved in the
transportation industry. The company also markets a hearing aide
device and is constantly in search of other research and development
projects.
Recent Developments:
The Company recently changed its name from Ybor City Shuttle Service,
Inc. to Raven Moon International, Inc. Ybor City Shuttle Service, Inc.
combined with International Entertainment Group, Inc. and
International resorts & Entertainment Group, inc. prior to the
corporate name change. Raven Moon International, Inc. intends to
operate with four subsidiaries.
Accounts Receivable:
As of the statement date, there are no accounts receivables considered
uncollectible. Bad debts are written off as they are deemed
uncollectible. For the nine-month period ended September 30, 1998 the
company has written off $119,886.45 in accounts deemed uncollectible.
Property and Equipment:
Property is carried at cost and is reduced by allowances for
depreciation using accelerated and straight-line methods over the
estimated useful lives of the assets. Estimated useful lives vary from
five to ten years. Gains or losses on the disposition of property are
recognized in the period in which the assets are disposed.
Amortization of Organization Costs:
Amortization of organization costs has been computed over a 60-month
period of time.
Taxes on Earnings:
Taxes on earnings are based on the current Internal Revenue Code.
