World Class Limousines, Inc., 1-800-Get-Limo, Inc. and 1-800-Get-Limo Service, Inc.
David R. Chase, Esq., Receiver for
February 6, 2002
Receiver's Status Report
Dear Shareholders and Creditors:
On December 5, 2001, the Securities and Exchange Commission ("SEC") the civil law enforcement agency of the United States Government responsible for the regulation of the federal securities laws filed a complaint for injunctive and other relief (the "Complaint") against World Class Limousines, Inc., 1-800-GET-LIMO, Inc. (collectively "WCL"), and Anthony P. Caliendo, Jr. ("Caliendo") (the "Defendants"), alleging that they defrauded the investing public by making misrepresentations and omissions of material fact in connection with the offer and sale of unregistered WCL securities. In summary, the Complaint alleges that between approximately January 2000 and continuing through December 2001, the Defendants offered and sold, via sales agents and the Internet, approximately $1.9 million in WCL securities to investors located throughout the world. The Complaint further alleges that WCL made material misrepresentations and omissions to investors concerning, among others, its use of investor proceeds, its intention to conduct an initial public offering, the investment's rate of return, the status of its corporate expansion, its reputation within the limousine sales/service industry, its payments of commissions to sales agents and Caliendo's background and experience. The Complaint also alleged that WCL failed to register its securities with the SEC in violation of the federal securities laws.
Contemporaneous with the filing of the Complaint, the SEC filed an Emergency Motion for a Temporary Restraining Order against the Defendants that, among other things, prohibited them from violating the federal securities laws and froze the personal assets of Caliendo. The Court granted the SEC's motion. On December 7, 2001, Caliendo consented to a preliminary injunction against future violations of the federal securities laws. A copy of the SEC's Complaint and the Consent of Anthony P. Caliendo, Jr. to the Order of Preliminary Injunction are attached for your review.
The SEC also filed an Emergency Motion to Appoint a Receiver for WCL to, among other things, assume control of WCL and marshal its assets for the benefit of investors and creditors. As a result, on December 6, 2001, the Court issued an order appointing David R. Chase, Esq. as the Receiver (the "Receivership Order") for WCL. Since his appointment, the Receiver has taken a series of actions designed to protect the interests of WCL's shareholders and creditors.
The Receiver first examined WCL's business operations and finances to determine whether it was a viable business that should be continued. After analyzing the business, and in consultation with his accountants and lawyers, the Receiver determined that WCL's business was not profitable and, if continued, would serve only to deplete the minimal assets of the Receivership Estate. Accordingly, the Receiver filed a motion with the Court to shut down the business, which the Court granted. Additionally, the Receiver has taken steps to secure and recover assets for the Receivership Estate. For example, the Receiver has secured the possession of the two limousines owned by WCL, a 1958 Rolls Royce and a 1995 Thomas Bus, which will be sold at a Court-approved auction. The Receiver is currently working on recovering WCL's equity interests in two other limousines into which WCL invested monies. Moreover, the Receiver successfully sought Court relief to expand the Receivership Estate to include 1-800-GET-LIMO Service, Inc., a WCL affiliate, thereby obtaining control over approximately $5,000.00 held in its bank account. Further, the Receiver obtained Court approval to retain a debt collection firm to collect all account receivables of WCL, and has entered into an agreement under which WCL will be entitled to 50% of all commission revenues generated from the referral of WCL's pre-existing booked limousine reservations. The Receiver is also attempting to arrange the sale of WCL's 1-800-GET-LIMO telephone number at auction. Finally, the Receiver secured WCL's office furniture and equipment, including its computers, all of which will be sold at auction. The Receiver anticipates that the proceeds generated from the sale of these assets at auction will serve only to cover the expenses incurred by the Receivership Estate thus far, but will not be sufficient to make a distribution to shareholders and creditors.
Unfortunately, other than the assets described above, virtually nothing of the monies raised from investors is left. (On the day of the Receiver's appointment, there was less than $700.00 in the corporate bank account). In addition to WCL's lack of assets, it has significant liabilities. The Receiver anticipates that shareholder and creditor claims will number more than 100 and will, in total, exceed $2 million. As a result, the Receiver believes that any recovery for WCL's shareholders and creditors will be realized only through recoveries against responsible third parties. The Receiver is currently investigating potential lawsuits and will, if he deems it appropriate, seek Court approval to file suit. Obviously, there are no guarantees as to whether and to what extent assets and property will be recovered for the Receivership Estate such that a distribution of money can be made to its shareholders and creditors. Similarly, if the Receiver is successful in recovering sufficient assets to make a distribution, there is no certainty as to when such a distribution will be made. However, be assured that the Receiver is acting with all dispatch to dutifully discharge his responsibilities under the Receivership Order.
To assist the Receiver in discharging his duties, I have enclosed a Claim Form for you to complete. The purpose of the Claim Form is to enable the Receiver to determine the identities of WCL's shareholders and creditors, and to verify the amount of their claims. I have also enclosed an Investor Questionnaire which seeks certain information of which you may have personal knowledge. The information communicated by you to the Receiver or his staff is not confidential, and will be utilized by the Receiver in resolving your claim (if sufficient assets are recovered so that a distribution can be made), and administering the Receivership Estate. The Receiver requests that you complete and return the Claim Form and, if applicable, the Investor Questionnaire to me at the above-listed address by no later than April 12, 2002.
Please be advised that neither the Receiver, nor his legal counsel or accountants, can give you legal or tax advice concerning your claim, and that you should consult with the attorney, accountant or tax advisor of your choice regarding your rights.
In the interest of reducing expense to the Receivership Estate so that potential distributions can be maximized, all communications to the Receiver should be in writing and directed to the attention of Cheryl Potter, Esq.
Cheryl Potter, Esq.