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CONFIDENTIAL LIMITED OFFERING MEMORANDUM

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CONFIDENTIAL LIMITED OFFERING MEMORANDUM Powered By Docstoc
					                            CONFIDENTIAL LIMITED OFFERING MEMORANDUM


                                                                    Confidential Number: ______________




               Metropolitan Global Taxicab Corp.
                                       $3,800,000
                          38,000,000 shares of Common Stock (“Shares”)
                                          $0.10 per share
                           Minimum Offering Amount: 2,300,000 Shares
                          5,000 shares ($ 500) Minimum Subscription (1)

 Metropolitan Global Taxicab Corp. (the “Company” or “Metropolitan Global Taxicab”), a Delaware
         Corporation, is offering 38,000,000 shares of Common Stock for $0.10 per share.
           The offering price per share has been arbitrarily determined by the Company
                                  See Risk Factors: Offering Price.

    THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE
   INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE
                                         SHARES.

 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
    AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF DELAWARE, OR UNDER THE
SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM
  REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 506 PROMULGATED THEREUNDER,
     AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE
                                     SECURITIES LAWS.
           __________________________________________________________________

                   Sale Price       Selling Commissions (1)   Proceeds To Company (2)
   Per Share       $0.10            $0.02                     $0.08
   Minimum         $230,000         $46,000                   $184,000
   Maximum         $3,800,000       $760,000                  $3,040,000

           __________________________________________________________________
                                                                     (Footnotes On Page 2)


                                Metropolitan Global Taxicab Corp.
                                       Empire State Building
                      350 Fifth Ave., 59th Floor, New York, New York 10118
                                        Tel (212) 401-6224
                       The Date of this Memorandum is February 1, 2012
                                                        -2-

(1) The Company reserves the right to waive the 5,000 Share minimum subscription for any investor. The
Offering is not underwritten. The Shares are offered on a “best efforts” basis by the Company through its officers
and directors. The Company has set a minimum offering amount of 2,300,000 Shares with minimum gross
proceeds of $230,000 for this Offering. All proceeds from the sale of Shares up to $230,000 will be deposited in an
escrow account. Upon the sale of $230,000 of Shares, all proceeds will be delivered directly to the Company’s
corporate account and be available for use by the Company at its discretion. Shares may also be sold by FINRA
member brokers or dealers who enter into a Participating Dealer Agreement with the Company, who may receive
commissions of up to 20% of the price of the Shares sold. Brokers may also be compensated in the form of Shares
in the Company. The Company reserves the right to pay expenses related to this Offering from the proceeds of
the Offering. See “Plan of Placement and Use of Proceeds.”

(2) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate,
or (b) the date upon which all Shares have been sold, or (c) January 11, 2013, or such date as may be extended
from time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)

THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT
OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS OFFERING
MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO
REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH
PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF
THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER
THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE COMPANY’S SECURITIES AND
THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE SECURITIES WILL
BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE.
THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS
THE SECURITIES PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE SECURITIES IS BEING UNDERTAKEN
PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER,
OR OTHER DISPOSITION OF ANY OF THE SHARES WHICH ARE PURCHASED PURSUANT HERETO MAY BE
RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE
INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING
PRICE OF THE SECURITIES HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY
BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY
OTHER RECOGNIZED CRITERIA OF VALUE.

No person is authorized to give any information or make any representation not contained in the Memorandum
and any information or representation not contained herein must not be relied upon. Nothing in this
Memorandum should be construed as legal or tax advice.

All of the information provided herein has been provided by the Management of the Company. The Company
makes no express or implied representation or warranty as to the completeness of this information or, in the case
of projections, estimates, future plans, or forward looking assumptions or statements, as to their attainability or
the accuracy and completeness of the assumptions from which they are derived, and it is expected that each
prospective investor will pursue his, her, or its own independent investigation. It must be recognized that
                                                      -3-

estimates of the Company’s performance are necessarily subject to a high degree of uncertainty and may vary
materially from actual results.

No general solicitation or advertising in whatever form will or may be employed in the offering of the securities,
except for this Memorandum (including any amendments and supplements hereto), the exhibits hereto and
documents summarized herein, or as provided for under Regulation D of the Securities Act of 1933. Other than
the Company’s management, no one has been authorized to give any information or to make any representation
with respect to the Company or the Securities that is not contained in this Memorandum. Prospective investors
should not rely on any information not contained in this Memorandum.

This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any
jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person
making such offer or solicitation is not qualified to do so.

This Memorandum does not constitute an offer if the prospective investor is not qualified under applicable
securities laws.

This offering is made subject to withdrawal, cancellation, or modification by the Company without notice and
solely at the Company’s discretion. The Company reserves the right to reject any subscription or to allot to any
prospective investor less than the number of shares subscribed for by such prospective investor.

This Memorandum has been prepared solely for the information of the person to whom it has been delivered by
or on behalf of the Company. Distribution of this Memorandum to any person other than the prospective investor
to whom this Memorandum is delivered by the Company and those persons retained to advise them with respect
thereto is unauthorized. Any reproduction of this Memorandum, in whole or in part, or the divulgence of any of
the contents without the prior written consent of the Company is strictly prohibited. Each prospective investor,
by accepting delivery of this Memorandum, agrees to return it and all other documents received by them to the
Company if the prospective investor’s subscription is not accepted or if the Offering is terminated.

By acceptance of this Memorandum, prospective investors recognize and accept the need to conduct their own
thorough investigation and due diligence before considering a purchase of the Shares. The contents of this
Memorandum should not be considered to be investment, tax, or legal advice and each prospective investor
should consult with their own counsel and advisors as to all matters concerning an investment in this Offering.

NASAA LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND
THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
                                                      -4-

NOTICE TO NON-UNITED STATES RESIDENTS:

IT IS THE RESPONSIBILITY OF ANY ENTITIES WISHING TO PURCHASE THE SHARES TO SATISFY THEMSELVES AS TO
FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION
WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR
OBSERVING ANY OTHER APPLICABLE FORMALITIES.

PATRIOT ACT RIDER

THE INVESTOR HEREBY REPRESENTS AND WARRANTS THAT THE INVESTOR IS NOT, NOR IS IT ACTING AS AN
AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED
PERSONS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY. IN
ADDITION, THE INVESTOR HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND
EXECUTIVE ORDERS RELATING TO ANTI-MONEY LAUNDERING , INCLUDING BUT NOT LIMITED TO THE FOLLOWING
LAWS: (1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO
INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND (2) EXECUTIVE ORDER 13224
(BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT,
OR SUPPORT TERRORISM) OF SEPTEMBER 23, 2001.

During the course of the Offering and prior to any sale, each offeree of the Shares and his or her professional
advisor(s), if any, are invited to ask questions concerning the terms and conditions of the Offering and to obtain
any additional information necessary to verify the accuracy of the information set forth herein. Such information
will be provided to the extent the Company possess such information or can acquire it without unreasonable
effort or expense.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS
FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO
OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR
CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE
INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS WHATSOEVER REGARDING
THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE
INFORMATION CONTAINED IN THIS MEMORANDUM, PLEASE WRITE OR CALL:



                                  Metropolitan Global Taxicab Corp.
                                            Empire State Building
                                          350 Fifth Ave., 59th Floor
                                   New York, New York 10118 (212) 401-6224
                                           -5-




                     Metropolitan Global Taxicab Corp.
                                    TABLE OF CONTENTS


Summary Of The Offering                                 6
Requirements for Purchasers                             19
Forward Looking Information                             21
Risk Factors                                            22
Use of Proceeds                                         27
Management                                              28
Management Compensation                                 29
Board of Directors                                      29
Dilution                                                29
Principal Shareholders                                  30
Advisory Board                                          30
Litigation                                              32
Certain Transactions                                    32
Description of Shares                                   32
Transfer Agent and Registrar                            33
Plan of Placement                                       33
Additional Information                                  33
ERISA                                                   34

Exhibit A - Business Plan                               35

Exhibit B - Financial Projections                       56

Exhibit C - Corporate Documents                         73

Subscription Documents                                  78
                                                       -6-


                                           Summary of the Offering

The following material is intended to summarize information contained elsewhere in this Limited Offering
Memorandum (the “Memorandum”). This summary is qualified in its entirety by express reference to this
Memorandum and the materials referred to and contained herein. Each prospective subscriber should carefully
review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence
before subscribing for Shares.

The Company

Metropolitan Global Taxicab Corp. (“Metropolitan Global Taxicab”, or the “Company”), began operations in
October, 2011, with the purpose to provide taxicab services in Moscow, Russia. The Company’s legal structure
was formed as a C corporation under the laws of the State of Delaware on September 28, 2011. Its principal
offices are presently located at Empire State Building, 350 Fifth Ave., 59th Floor, New York, New York 10118. The
Company’s telephone number is (212) 401-6224. The President of the Company is Mr Rouslan Adamovsky.

Operations


Metropolitan Global Taxicab Corp. (“the Company”) will provide taxi transportation services for executives,
corporations, and individuals in Moscow, Russia. The Company was founded in September 2011 as a Delaware
corporation. The business will operate as a US based company with a fully owned Russian based subsidiary. This is
a highly unique opportunity as laws relating to transportation services within Russia are improving substantially at
present time, and Metropolitan Global Taxicab Corp. is in an excellent position to become one of the forefront
leaders within this market through its transportation services.

Over the past twenty years, many major American corporations have launched large scale operations throughout
Russia due to the substantial degree of political security and economic opportunities. These businesses include
Hewlett-Packard, Kimberly-Clark, Intel, PriceWaterhouseCoopers, Mary Kay, ExxonMobil, Johnson & Johnson,
Dow, Boeing, 3M, and hundreds of other businesses.

According to the American Chamber of Commerce in Russia, more than half of American companies have
reported sales increases within Russia of more than 200% between 2001 and 2005. Additionally, 97% of US
companies with operations in Russia anticipated growth during the next three years. Other important statistics
include the fact that 92% of US companies in Russia believe that continued commercial engagement with Russia is
positive for American businesses, and 86% believe that Russia’s membership in the World Trade Organization will
bring new opportunities for American businesses.

The American Chamber of Commerce in Russia is the preeminent organization for over 800 American businesses
that have operations within Russia. It is chaired by the US Ambassador to Russia. This organization provides
market information, advice, and referrals for American domiciled businesses that operate within Russia or have
overseas business subsidiaries. Many prominent business people and corporations are part of this organization.

Given the statistics above and the strong opinions from major business people, Russia (and especially the Moscow
metropolitan area market) presents a highly lucrative opportunity to capitalize on the tremendous need for taxi
and private transportation services.
                                                       -7-

Services

Metropolitan Global Taxicab Corp. will operate a fleet of 300 Chevrolet Lacetti vehicles. The business has already
sourced the distributor that will provide these vehicles. The Company will be one of the major licensed and
professionally operated taxi cab services within this specific market.

All municipalities in Russia now require that taxi drivers become licensed and have properly licensed vehicles. As
of September 1st, 2011, this federal law has gone into effect and police within municipalities have begun to
penalize unlicensed taxis. As such, the opportunity for a business to quickly move into this market with a fleet of
high quality vehicles with licensed drivers is tremendous. The demand for these services has increased
significantly given the economic boom that has occurred within Moscow (and the entire country of Russia) over
the past twenty years.

The business will operate a full radio dispatch center from which drivers will receive orders to pick up individuals
that call Metropolitan Global Taxicab Corp. A 24-hour radio dispatch office will be operated by the Company in
order to effectively handle the substantial number of orders that are expected from individuals that need a taxi
service within Moscow. As will be discussed further within this document, Management intends to maintain
strong connections with large businesses operating within Moscow that have regular transportation needs for
their clients, business associates, executive management and personnel.

Vehicles owned by the business will be operated from a secure lot that will be guarded on a 24 hour basis.
However, only approximately 10% to 15% of the Company’s total fleet is expected to remain in the secure lot at
any given time. Primarily, these cars will be undergoing routine maintenance and repairs. Management has
already sourced the potential property to be used specifically for this purpose. The lot will primarily serve as a
service and repair garage.

In regards to revenue generating operations, Management will charge individual drivers $60 per day for usage of
vehicles. It should be noted that this is current market price for a taxi driver to rent a vehicle for a day within
Moscow. The second income source will be a $5 per order charge which the drivers will pay for orders received
from the company’s own radio-dispatch office. It is anticipated that on average 1000 orders per day will be
processed and transmitted to 300 vehicles that are to be operated by the Company.

As a tertiary revenue center, the business will maintain light boxes that showcase advertisements on the top of
taxi vehicles. It is anticipated that each vehicle owned and operated by the Company will generate $150 of
additional revenue per month through rooftop advertising revenue sources.

The business will operate 24 hours per day, 7 days per week, 365 days per year including all holidays.

Each vehicle will be equipped with appropriate tracking and security systems so that business knows the location
of each and every one of its vehicles at any given time. Additionally, each vehicle will have a real-time video
camera installed within the car so that Management can monitor all activities occurring within the vehicle. It
should be noted that investors of Metropolitan Global Taxicab Corp. will be able to access to the real-time camera
feeds from vehicles via company's website.
                                                    -8-



Below are images of the Chevrolet Lacetti vehicles that the business will use as its standard vehicle for the
Company’s operations:
                                                            -9-

    Market Analysis
    External Environment Analysis

    The business of transportation services is a diverse business that has significant range of complex operations to
    manage. This section of analysis will detail the overall economic climate, the operating environment, and will
    conclude with an analysis of the industry.
    One of the primary challenges of doing business in Russia in a transportation capacity is that there has been a
    continuous amount of recent legislation changes. Metropolitan Global Taxicab Corp. is attempting to capitalize on
    legislation that seeks to improve taxi services within Moscow and Russia. Metropolitan Global Taxicab Corp. is
    planning to become one of the first organized taxi services within this market. Until recently, there have been no
    laws as it pertains to who can operate as a taxi service within Moscow. However, the Russian government has
    recently passed a law that requires individual taxi companies to become licensed so that they can operate as taxi
    cab services. As such, the outside economic and legislation risks have been prepared for and the business will
    enjoy the benefit of having fewer competitors once this legislation is fully enacted.
    Currency risks regarding the Company's operations have been substantially reduced as all revenues generated by
    the business will be based in US currency. The currency conversion between the US dollar and the Russian Ruble
    will be fixed at all times so that the business is able to receive its fees (as discussed in the third section of the
    business plan) without risk of currency fluctuations.
    Analysis of General Business Environment in Russia

    As discussed in the executive summary and throughout the text of this business plan, Russia is a fast growing
    economy in which many American and international businesses have developed successful operations in order to
    capitalize on the strong demand for products and services. Moscow is now one of the most advanced cities in the
    world, and the demand among Russian citizens for products and services is the same as in any other highly
    developed country in the world. Foreign investment into Russia, despite the issue with the global economy,
    continues to increase at a double digit pace. This trend is expected to continue for a significant period of time as
    the Russian government has made substantial strides in ensuring economic and political stability, as well as
    security for direct investment by international businesses that want to conduct business within the country.

    According to a recent Ernst & Young report (one of the top four accounting and consulting firms in the world),
    Russia has been one of the few economies that has been able to achieve a substantial amount of growth despite
    the current economic crisis. This report, completed in 2011, showcased that Moscow is ranked as the 7 th in the
    top ten cities in Europe for Foreign Direct Investment (or “FDI”). Additionally, the number of FDI projects
    increased by 18% within Moscow during 2010. Additional highlights regarding foreign investment into Russia
    include, but are not limited to:

            33% of emerging market investors intend to place capital within Russia with a focus on Moscow based
    businesses.
            From 2005 to 2011, Russia’s investment appeal has steadily grown, reaching its high level (doubling) by
    the start of the worldwide financial crisis in 2008. Russia is one of the few countries to have not been overly
    affected by the worldwide financial crisis.
            Investors, according to Ernst & Young, expect Russia to develop its attractiveness by investing heavily in
    talent, infrastructure, and technology over the next three to five years.
            Although the United Kingdom and France remain FDI leaders in Europe, they are significantly losing
    market share to Russia, Germany, and Poland.
                                                            - 10 -


            In 2010, Russia was the fourth largest recipient of Foreign Direct Investment in Europe with over 200 FDI
    projects.
            In 2011, more than $43 billion of FDI projects were started within Russia with a specific focus on the
    Moscow metropolitan region.
            The Russian government has made substantial strides as it pertains to drastically improving technological
    infrastructures.
            The Russian government has passed a substantial number of laws that protect property rights of foreign
    investors.
            Russian politicians are extremely aware of the importance of foreign investment, and they have passed
    favorable laws and treaties so that businesses can expand and flourish within Russian markets.
            Technology research and development has been a flourishing industry within Russia, and many OCED
    member countries have begun to outsource significant development to Russian based software companies,
    pharmaceutical companies, and other technology/intellectual property based businesses. 15% of all foreign
    investment into Russia is for research and development.


    Moscow Taxi Market

    Moscow is the capital of the Russian Federation, its business, financial, banking, industrial and commercial hub.
    Russia has a unique demographical and administrative structure – 15 million residents of Moscow and closest
    suburbs in Moscow region comprise 12 percent of the total population of Russian Federation, but 60 percent of all
    financial resources and income of the entire country is concentrated in this region. Consequently, the residents of
    Moscow have the same level of wealth and income as the residents of the countries of Central and Eastern Europe
    (for comparison purposes, the population of entire Czech Republic is 10 million people, Hungary – 11 million)

    This skewed structure creates immense opportunities in the services sector – there are thousands of restaurants,
    cafés, bars, night clubs, over 50 five- and four-star hotels, hundreds of modern super-markets, shopping malls
    and boutiques; 5 airports including 4 international ones, 9 railway stations. Practically all major international
    companies and banks have subsidiaries or representative offices in Moscow.

    As discussed earlier, the law passed by the Russian government requires that vehicles and taxi companies are
    appropriately licensed. Businesses or individual drivers without a license will be prosecuted by the police and by a
    specially designated body known as the Municipal Transportation Inspectorate.

    All these economic and business activities create substantial opportunities in the services sector including taxi
    services as its very important component (just like in other major world capitals - New York, London, Tokyo, Seoul,
    etc). Little history will help better highlight current challenges and opportunities of this sector: during the time of
    the Soviet Union the state had monopoly for the provision of the taxi services. There were 21 taxi fleets in
    Moscow, each of them had 1,000 vehicles (in total, about 20,000 taxis provided this service in Moscow). At that
    time, the level of income of the population was substantially lower than at the moment, but still it was a problem
    to hail a taxi or book it by phone, because of the constant shortage of the vehicles. At the moment, population
    and its income have increased substantially, however there are only about 10,000 licensed taxis in operation as of
    January 2012.

    The shortage of the taxis is filled in by the private car owners who work this way using their own cars. However,
    the demand in this market is so big that the official taxi business still remains very profitable. New regulations
    have recently been adopted at federal and municipal levels to reduce the operation of illegal cab-drivers and
    increase the number of officially licenses taxis.
                                                           - 11 -



    Especially interesting market segment is booking of taxis by phone where orders are transmitted by the
    dispatcher to the driver via radio or via Internet to smartphones/notebook computers installed in the vehicles.
    There are about 5-6 large companies in this segment which possess their own fleet of vehicles, and several dozen
    small firms which don’t have their own cars and simply transmit the orders by radio to private car owners for a
    certain commission. Such small companies have no more than 20-30 hired private cars and cannot influence
    general situation in the market, which remains very fragmented, without dominating major operators. There is
    real opportunity to enter this market by providing high level of service using new high-quality cars with polite,
    punctual and neatly dressed drivers, and retaining the repeat customers who make preliminary orders by phones
    by issuing loyalty cards to them.

    Another major segment of the market are corporate clients. Tens of thousands major and medium-sized
    international and Russian companies have offices in Moscow. Most of them use the taxi services even if they have
    their own car fleet, to satisfy the requirements of their managers, employees, clients, partners, etc. It especially
    applies to trips to the airports, railway stations etc.

    This market segment is currently occupied by the companies providing expensive cars at very high rates, so the
    demand is rather restricted. Our company will be able to offer its services to wider clientele of the office
    employees who need to use the taxi service for their daily office needs.

    US Taxi Market (For Comparative Purposes)

    Taxi and chauffeuring operations contribute over $20 billion dollars a year to the general US economy. The
    industry employs more than 200,000 people, and provides annual payrolls that exceed $ 4 billion dollars per year.
    The growth rate of this industry has remained in step with that the general growth of the country’s GDP.

    Customer Profile

    Management expects a broad number of customers to contact the Company for use of the Company’s taxi service
    services. Customers will include business executives, businesses, and private individuals needing local
    transportation. As such it is difficult to quantify the exact demographic profile of the “average” customer of
    Metropolitan Global Taxicab Corp. It should be noted that more than one million people per day come to Moscow
    from other regions and countries, which further expands the demand and market for taxi services within this area.
    As stated above, there are more than 15 million residents within the formal Moscow metropolitan area. As such,
    the demand for individual and business transportation needs is immense. By operating as a licensed taxi cab
    service, the business will be one of the few operators within this market that can meet the current demand.
    Among individual users, Management anticipates the following demographics:

           Annual disposable household income of $20,000+ USD per year
           Will spend $10 to $ 30 on transportation services on a per trip basis.
           Lives within the Moscow metropolitan area.

    Among businesses and corporations, Management expects the following:

           Annual revenues of $100,000+ US per year
           Operates within the Moscow metropolitan area
           Will spend $3,000 to $5, 000 per month with the Company.
                                                            - 12 -

    Competitive Analysis

    Competition, due to relaxed laws pertaining to taxi services, has been fierce within the Moscow market. However,
    as of the start of September 2011, competition is expected to wane as all taxi companies and vehicles now must
    be properly licensed. As such, the vast majority of individuals that act as taxi drivers illegally will be ousted from
    the Moscow market.

    Additionally, Management has developed an extensive marketing plan that will ensure that the business is able to
    effectively compete against any other established taxi service by offering a superior service at a reasonable cost to
    residents and businesses within the Moscow metropolitan area.

    Finally, since it is expected that the Company will be the only American owned business in the taxi sector,
    Management will be able to approach through the American Chamber of Commerce in Russia (and similar
    organizations) hundreds of their members. It is very likely that these companies will use Metropolitan Global
    Taxicab Corp. because of general corporate requirements, familiarity of working with a US based business, as well
    as internal policies. Additionally, these customers will benefit and have trust in the Company due to the fact that it
    will be a US publicly quoted company. The business will adhere to all standards of insurance and policy
    requirements at all times.

    Sustainable Competitive Advantage

    The Company will be able to maintain successful business operations because of the following:

           The Company will offer its clients high quality specialty taxi services at prices that are on par with the
    current market rate.

           A significant amount of high margin revenue generated from a very low capital risk program.
           Upon commencement, all vehicles will be properly licensed by Moscow authorities.

            High ROI on the amount of revenue generated on a daily basis over the cost of acquiring and maintaining
    the taxi vehicle fleet.

           Extremely limited competition among businesses that operate as taxis within Moscow.

           Having a fleet of 300 vehicles allows the business to dispatch a taxi to a specific location in Moscow City
    area within five to ten minutes


    Basis for Growth

    Metropolitan Global Taxicab Corp. will grow through four main avenues:

           The successful marketing and advertising of taxi services to the Moscow area metropolitan market.

           The successful expansion of the number of vehicles operated by the Company.
                                                                         - 13 -


           Acquisition of additional rounds of capital, primarily through a potential IPO, to further fuel the growth of
    the business.

           Moscow City area has been recently expanded from 1,000 square kilometers to 2,500 kilometers by
    adding adjacent territories of Moscow Province. This trend of expanding the city is expected to continue and the
    business will be able to grow organically during the next five to ten years.

    Marketing Objectives

           Pursue an extremely aggressive marketing plan to target executives, corporations, and other
    organizations that have regular transportation needs.
           Develop a strong reputation within the local community as an affordable provider of taxi transportation.


    Sales Forecasts

     Yearly Sales Forecast
                       Year                           1                   2                 3                 4              5
                    Growth (%)                            0.0%                75.0%             33.0%             25.0%          20.0%
     Rental of Vehicles and Dispatch Fees           $5,711,400           $9,994,950      $13,293,284       $16,616,604    $19,939,925
     Advertising Income                               $427,500            $748,125         $995,006         $1,243,758     $1,492,509
     Totals                                         $6,138,900       $10,743,075         $14,288,290       $17,860,362    $21,432,435



                                                                 Yearly Sales


               $20,000,000
                                                                                                                                         1
               $15,000,000
                                                                                                                                         2
               $10,000,000                                                                                                               3
                                                                                                                                         4
                 $5,000,000
                                                                                                                                         5
                             $0
                                  Rental of Vehicles and Dispatch Fees                Advertising Income




    Sales Assumptions

    Year 1

          In the first year of operation, Metropolitan Global Taxicab Corp. will acquire its vehicles and will begin
    revenue generation.
          Expected sales will reach $6.138 million.
          Aggressive marketing campaign will be implemented in order to target both individuals as well as
    corporate clients.
          By the end of the first year of operations, Management anticipates that the business will have at least 100
    corporate accounts each generating on average $5,000 in revenues monthly
                                                           - 14 -



    Year 2

           Metropolitan Global Taxicab Corp. expects to continue to pursue its extremely aggressive marketing
    program which will target a diverse audience of people needing specialized taxi services within Moscow.
           An additional 150 vehicles will be added to the fleet.
           Management expects that revenue will reach $9.2 million dollars.
           The Company anticipates that it will add 200 corporate account clients within the second year of
    operations.

    Years 3-5

           The Company expects to generate more than $ 21 million dollars of revenue by the fifth year of business
    operations.
           Management will add an additional 150 vehicles to the fleet per year.
           By the fifth year of operation, the business will have approximately 1,000 vehicles in operation.
           At this point, Metropolitan Global Taxicab Corp. will have developed an extensive reputation within
    Moscow as a major provider of taxi services. Additionally, the business will have a substantial number (over 500)
    of corporate accounts that will provide highly predictable streams of revenue for the business.
           At this time, Management expects that the business will have approximately 500 corporate accounts.

    Marketing Strategies

    Foremost, Management will commence an expansive marketing program to ensure that executives and senior
    managers of businesses are well aware of the Metropolitan Global Taxicab Corp. brand and the services that it
    provides. To that end, Management intends to engage a broad based marketing strategy in the Moscow area that
    will specifically target these people and businesses. Initially, Management intends to directly approach medium
    sized businesses and large corporations with sales literature that will showcase the comfort, cost efficiency, and
    promptness of the Company’s vehicles. Management will also employ traditional marketing strategies that will
    include listing the business online.

    Management will also develop relationships with managers at local Moscow based hotels and concierge services
    so that the business receives a significant amount of referral business. This referral strategy will also be directed
    towards event planners so that the business becomes the vendor of choice for transportation services for these
    events. Management will also work with the American Chamber of Commerce in Russia in order to make US based
    businesses aware that a US domiciled company is providing taxi services to corporations within Russia. This is
    extremely important as many US based businesses have procedures and protocols that require that certain safety
    and licensing requirements are met even when employees are working abroad. Additionally, many US based
    international corporations feel tremendously more comfortable when working with another US based business
    that has operations abroad.

    Additionally, Metropolitan Global Taxicab Corp. will maintain an extensive website that will showcase images of
    the Company’s Chevrolet Lacetti vehicles, its pricing schedule, and how to contact the Company. The business
    intends to have a large Internet presence so that individuals and corporations can quickly find Metropolitan
    Global Taxicab Corp.’s website with the intent to call for a taxi service. The business will use search engine
    optimization techniques coupled with pay per click marketing in order to dive traffic to the website.
                                                           - 15 -

    The Company will also use billboards, distribution of leaflets/brochures, direct mail campaigns to corporate
    clients, radio advertisements, telemarketing strategies (corporate clients only), and well as many other traditional
    sales methods. Metropolitan Global Taxicab Corp. will also use several brands as it relates to specific market
    segments. For example, a specific brand will be developed for personal taxi use while other brand names will be
    used for corporate transportation services.

    It should be noted that the Company has already secured a contract with the Greenwood Business Park. This is a
    vast business complex that was developed by the Chinese government. This multibillion dollar development was
    created with the intent to allow Chinese based businesses to do business within Russia. Metropolitan Global
    Taxicab Corp. has an exclusive contract with the management of Greenwood Business Park to provide taxi services
    to corporations and individuals that wok within this large scale business campus. The income derived from
    providing services to this facility could easily provide 15-20% of the Company’s aggregate revenues. Management
    intends to use a similar model of exclusive contracts when approaching hotels, shopping malls, business parks and
    other locations where taxis can be stationed.

    Service Marketing

    Using the aforementioned marketing strategies, Metropolitan Global Taxicab Corp.’s promotional/marketing
    stratagem will be geared towards showcasing the Company’s operations as being a viable asset to the consumer,
    not simply a tool to be used. Through these advertisements, Management will point out that the business’
    objective is to coordinate a clear and consistent image that the company is able to provide timely and comfortable
    transportation to any individual.

    Pricing Model

    Management will price its services as follows:

           Rental of Vehicle - $60 per day
           Advertising on Vehicles - $150 per month
           Dispatch call - $5 fee charged to driver

    As it pertains to gross monthly revenues (based on the pricing model above), Management anticipates the
    following:

           Rental of Vehicles - $540,000 per month (300 vehicles generating $18,000 per day of rental revenue).
           Advertising on Vehicles - $45,000 per month (300 vehicles with $150 per month advertising fees charged
    per vehicle)
           Dispatched Calls - $150,000 per month (1,000 vehicle dispatch calls per day at $5 per call charged to the
    driver)

    Marketing to Potential Taxi Drivers

    In regards to securing drivers, Management has developed an extensive amount of literature that showcases the
    contracts that the business has been acquiring on a preliminary basis while heavily focusing on the Company’s
    ability to provide them with an extremely stable stream of daily income, quality vehicles to drive, and a brand
    reputation that they can count on for years to come. Management intends to focus its marketing efforts, when
    recruiting drivers, on the income producing environment that will be fostered by Metropolitan Global Taxicab
    Corp.
                                                          - 16 -



Corporate Organization

The Company will be organized as follows:


                                  Board of Directors



                                Executive Management



      Vehicle Management                                    Back Office Staff



                          Driver & Vehicle Operations                           Accounting and Finance



                                 Radio Dispatch Office                           Marketing and Sales



                                  Security and Legal




Organizational Budget

                     Personnel Costs (Per Month)


                     Top Manager of the Fleet                         $4,000
                     Deputy Top Manager                               $3,000
                     6 Heads of Sections (50 Vehicle Management)     $10,000
                     12 Shift Managers                               $10,000
                     Attorney                                         $2,000
                     Security Manager                                 $2,000
                     12 Repair Personnel                             $10,000
                     Head of Radio Dispatch                           $3,000
                     Dispatch and Telephone Operators                $12,000
                     Accountant                                       $2,000
                     Cashier                                          $1,000
                     Secretary                                        $1,000
                     Total Monthly Salary Cost                       $60,000
                                                        - 17 -

Conclusion

In conclusion, Metropolitan Global Taxicab Corp. is in an excellent position to capitalize on the growing demand
within the Russian economy, especially as in Moscow, for licensed taxis. As has been reiterated throughout this
business plan, a huge market gap has developed due to the fact that many municipal governments as well as the
Russian federal government requires that all taxi drivers have appropriate licensing. This licensing also extends to
companies that rent vehicles to taxi drivers on a regular basis.

The most important things that we have expounded upon throughout the business plan is that the Russian
growing economy presents itself with the opportunity for this company to aggressively expand its onset of
operations. Management intends to add an additional 150 vehicles to the fleet on a year-to-year basis. By the fifth
year of operation, it is anticipated that the company will have approximately 1000 vehicles within its fleet.

The normal risks associated with this business are minimal. Foremost, a substantial amount of the capital sought
his business plan will go towards the direct acquisition of vehicles. Approximately 85% of all capital necessary will
be held in the vehicle assets that could potentially be sold off. Additionally, the business will generate extremely
high gross margins from each vehicle that is rented to a taxi driver on a day-to-day basis. Also, the common risks
associated with doing business in international capacity are limited to the fact that all drivers will be conducting
business with the company in US dollars. As such, there is no currency valuation risk and a majority of net profits
(after additional asset purchases) will be paid out as dividends on a quarterly basis.

One of the most exciting aspects about this business opportunity is that Management ultimately intends to
engage an initial public offering by the third year of operation. As this will be a US-based business, the company
will not need to worry about having to go through additional registration as it pertains to having a substantial
amount of the company's operations conducted abroad. Additionally, this business will operate as an American
venture, and all of the necessary filings and paperwork that are required of the business on a quarterly basis will
be completed within the United States. This will substantially expedite the process when it comes time for the
company to file form S-1 as it relates to its initial public offering. An S-1 filing is the document that is required to
be registered with the Securities and Exchange Commission prior to becoming listed on a US based stock exchange
(including the NASDAQ and the New York Stock Exchange). Since Metropolitan Global Taxicab Corp. will be
domiciled within the United States, the business will not be treated as a more complicated ADR (or “American
Depository Receipt”) listing.

As time progresses, and the company develops a highly predictable stream of revenue, the business would be an
excellent candidate for obtaining additional financing in order to further expand business. Again, it should be
noted that a certain amount of funding will be used in order to obtain the vehicles discussed in the third section of
the business plan, but the substantial amount of tangible assets held by the company could be hypothecated in
order to raise additional funds should the company decided in its best interest to launch locations outside of
Moscow.

Due to the fact that the demand for taxi services has remained stable in Moscow and taking into account the
improving legal environment in regards to licensing, it is extremely important that the company is able to
capitalize on this opportunity very quickly. It is anticipated, over time, that many other licensed taxi companies as
well as individually licensed taxi drivers will enter the market with similar or identical services. However, by
initially starting with more than 300 vehicles that will service the entire Moscow metropolitan area; the business
can immediately establish a brand-name reputation among corporations, airports, business travelers, hotels, as
well as concierge services. As such, and again, it's extremely important that the company is able to obtain this
brand name status immediately so that the company can further expansion after its initial business launch.
                                                       - 18 -



It is also extremely important to note that the way that Russia conducts business is now is identical to that within
the United States. Moscow as was many other major metropolitan areas are fully functioning centers of capitalism
that have a tremendous potential to grow over the next decade. As was discussed in the executive summary,
many major American and international businesses have launched operations in Russia in order to capitalize on its
fast-growing economy. Additionally, some of the most renowned and well respected businesspeople have
continued to discuss and promote how the Russian economy and the ability to do business in Russia have changed
dramatically over the past 20 years. The continued focus on Russia is due to the fact that it is an excellent market
in which a business can conduct profitable operations.

In closing, Metropolitan Global Taxicab Corp. is offering its potential investors and financiers a highly unique
opportunity to capitalize on a huge market gap in the need for private taxi services in Moscow. The stability of this
investment is secured by the large number of tangible assets held by the business, the fact that the company is
domiciled in the United States, the high gross margins generated from the daily rental of taxis to individual
drivers, and the many other security functions that have been put in place to make sure that the business
operates smoothly and efficiently at all times. As such, by capitalizing immediately upon this market gap, the
business will be in excellent position to rapidly grow and expand its business operations.

Additionally, the management team, as discussed in the second section of the business plan, has extensive
experience with launching new taxi cab services as well as other transportation ventures. Through their extensive
amount of experience and expertise they will be able to bring the operations of the business to profitability by the
third year of operations.

SEE “EXHIBIT A - BUSINESS PLAN AND EXHIBIT B - FINANCIALS.”

Business Plan

Metropolitan Global Taxicab Corp.’s Business Plan, included as Exhibit A of this Memorandum, was prepared by
the Company using assumptions set forth in the Business Plan, including several forward looking statements. Each
prospective investor should carefully review the Business Plan before purchasing Shares. Management makes no
representations as to the accuracy or achievability of the underlying assumptions and projected results contained
herein.

The Offering

The Company is offering between 2,300,000 and up to 38,000,000 Shares of Common Stock at a price of $0.10 per
Share, $0.001 par value. Upon completion of the Offering between 64,300,000 and 100,000,000 shares may be
issued. Each purchaser must execute a Subscription Agreement making certain representations and warranties to
the Company, including such purchaser’s qualifications as an Accredited Investor as defined by the Securities and
Exchange Commission in Rule 501(a) of Regulation D promulgated. SEE “REQUIREMENTS FOR PURCHASERS.”

Risk Factors

See “RISK FACTORS” in this Memorandum for certain factors that could adversely affect an investment in the
Shares. Those factors include competition, reliance on management, and unanticipated obstacles to execution of
the Business Plan.
                                                       - 19 -

Use of Proceeds

Proceeds from the sale of Shares will be used to purchase taxicab vehicles and provide general working capital for
the Company. SEE “USE OF PROCEEDS.”

Minimum Offering Proceeds - Escrow of Subscription Proceeds

The Company has set a minimum offering proceeds figure of $230,000 (the “minimum offering proceeds”) for this
Offering. The Company has established an Investment Holding Account with Wells Fargo Bank, into which the
minimum offering proceeds will be placed. At least 2,300,000 Shares must be sold for $230,000 before such
proceeds will be released from the escrow account and utilized by the Company. After the minimum number of
Shares are sold, all subsequent proceeds from the sale of Shares will be delivered directly to the Company. SEE
“PLAN OF PLACEMENT - ESCROW ACCOUNT ARRANGEMENT.”

Stockholders

Upon the sale of the maximum number of Shares from this Offering, and assuming full compensation in the form
of equity for participating brokers, the number of issued and outstanding shares of the Company’s stock will be
held as follows:

                                 Maximum
   Present Shareholders            62 %
   New Shareholders                38 %

Registrar

The Company will serve as its own registrar and transfer agent with respect to its Shares of Common Stock.

Subscription Period

The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or
(b) the date upon which all Shares have been sold, or (c) January 11, 2013, or such date as may be extended from
time to time by the Company, but not later than 180 days thereafter (the “Offering Period”.)


                                         Requirements for Purchasers

Prospective purchasers of the Shares offered by this Memorandum should give careful consideration to certain
risk factors described under “RISK AND OTHER IMPORTANT FACTORS,” and especially to the speculative nature of
this investment and the limitations described under that caption with respect to the lack of a readily available
market for the Shares and the resulting long term nature of any investment in the Company. This Offering is
available only to suitable Accredited Investors having adequate means to assume such risks and of otherwise
providing for their current needs and contingencies should consider purchasing Shares.
                                                               - 20 -

      General Suitability Standards

      The Shares will not be sold to any person unless such prospective purchaser or his or her duly authorized
      representative shall have represented in writing to the Company in a Subscription Agreement that:

(a)          The prospective purchaser has adequate means of providing for his or her current needs and personal
      contingencies and has no need for liquidity in the investment of the Shares;

      (b) The prospective purchaser’s overall commitment to investments which are not readily marketable is not
      disproportionate to his, her, or its net worth and the investment in the Shares will not cause such overall
      commitment to become excessive; and

(c)          The prospective purchaser is an “Accredited Investor” (as defined below) suitable for purchase in the
      Shares.

      Each person acquiring Shares will be required to represent that he, she, or it is purchasing the Shares for his, her,
      or its own account for investment purposes and not with a view to resale or distribution. See “SUBSCRIPTION FOR
      SHARES.”

      Accredited Investors

      The Company will conduct the Offering in such a manner that Shares may be sold only to “Accredited Investors”
      as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933 (the
      “Securities Act”). In summary, a prospective investor will qualify as an “Accredited Investor” if he, she, or it meets
      any one of the following criteria:

(a)          Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of
      his purchase, exceeds $1,000,000 excluding the value of the individual’s primary residence;

      (b) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years
      or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable
      expectation of reaching the same income level in the current year;

      (c) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker
      or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any
      insurance company as defined in Section 2(13) of the Exchange Act; any investment company registered under the
      Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;
      any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section
      301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its
      political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its
      employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as
      defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or
      registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self
      directed plan, with investment decisions made solely by persons who are Accredited Investors;
                                                              - 21 -

(d)          Any private business development company as defined in Section 202(a)(22) of the Investment Advisors
      Act of 1940;

      (e) Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code, corporation, Massachusetts
      or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered,
      with total assets in excess of $5,000,000;

      (f) Any director or executive officer, or general partner of the issuer of the securities being sold, or any director,
      executive officer, or general partner of a general partner of that issuer;

      (g) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
      securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of
      Regulation D adopted under the Act; and

      (h) Any entity in which all the equity owners are Accredited Investors.

      Other Requirements

      No subscription for the Shares will be accepted from any investor unless he is acquiring the Shares for his own
      account (or accounts as to which he has sole investment discretion), for investment and without any view to sale,
      distribution or disposition thereof. Each prospective purchaser of Shares may be required to furnish such
      information as the Company may require to determine whether any person or entity purchasing Shares is an
      Accredited Investor who may purchase Shares.

                                                Forward Looking Information

      Some of the statements contained in this Memorandum, including information incorporated by reference, discuss
      future expectations, or state other forward looking information. Those statements are subject to known and
      unknown risks, uncertainties and other factors, several of which are beyond the Company’s control, that could
      cause the actual results to differ materially from those contemplated by the statements. The forward looking
      information is based on various factors and was derived using numerous assumptions. In light of the risks,
      assumptions, and uncertainties involved, there can be no assurance that the forward looking information
      contained in this Memorandum will in fact transpire or prove to be accurate.

      Important factors that may cause the actual results to differ from those expressed within include, for example,

       the success or failure of the Company’s efforts to successfully implement the Company’s planned business
      model as scheduled;
       the Company’s ability to attract, build, and maintain a customer base;
       the Company’s ability to attract and retain quality employees;
       the effect of changing economic conditions;
       the ability of the Company to obtain adequate debt financing if only a fraction of this Offering is sold;

      and other risks which are described under “RISK FACTORS” and which may be described in future communications
      to shareholders. The Company makes no representation and undertakes no obligation to update the forward
      looking information to reflect actual results or changes in assumptions or other factors that could affect those
      statements.
                                                        - 22 -


                                                     Risk Factors

Investing in the Company’s Shares is very risky. You should be able to bear a complete loss of your investment.
You should carefully consider the following factors, among others.

Development Stage Business

Metropolitan Global Taxicab Corp. commenced operations in October , 2011 and is organized as a C corporation
under the laws of the State of Delaware. Accordingly, the Company has only a limited history upon which an
evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject
to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered
in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection
with the expansion of a business, operation in a competitive industry, and the continued development of
advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain
losses in the future. There can be no assurances that Metropolitan Global Taxicab Corp. will even operate
profitably.

Inadequacy of Funds

Gross offering proceeds of a minimum of $230,000 and a maximum of $3,800,000 may be realized. Management
believes that such proceeds will capitalize and sustain Metropolitan Global Taxicab Corp. sufficiently to allow for
the purchase of taxicab vehicles and general working capital. If only a fraction of this Offering is sold, or if certain
assumptions contained in Management’s business plans prove to be incorrect, the Company may have inadequate
funds to fully develop its business and may need debt financing or other capital investment to fully implement the
Company’s business plans.

Dependence on Management

In the early stages of development the Company’s business will be significantly dependent on the Company’s
management team. The Company’s success will be particularly dependent upon Rouslan Adamovsky, President,
the Company’s principal executive officer, founder of Metropolitan Global Taxicab Corp., and developer of
Metropolitan Global Taxicab Corp.’s operations, business plans, and primary manager of the business. The loss of
this individual could have a material adverse effect on the Company. See “MANAGEMENT.”

Risks Associated with Expansion

The Company plans on expanding its business through the development of a taxicab business in Moscow, Russia.
Any expansion of operations the Company may undertake will entail risks, such actions may involve specific
operational activities which may negatively impact the profitability of the Company. Consequently, shareholders
must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources
available to the Company at that time, and (ii) management of such expanded operations may divert
Management’s attention and resources away from its existing operations, all of which factors may have a material
adverse effect on the Company’s present and prospective business activities.

Customer Base and Market Acceptance

While the Company believes it can develop a new customer base through the marketing and promotion of the
Company’s taxicab business, the inability of the Company to further develop such a customer base could have a
                                                      - 23 -

material adverse effect on the Company. No assurance can be given that Metropolitan Global Taxicab Corp.’s
taxicab business will attain a degree of market acceptance on a sustained basis or that it will generate revenues
sufficient for sustained profitable operations.

Competition

While there does exist some current competition, Management believes that the Metropolitan Global Taxicab
Corp. business plan is fundamentally sound and the expertise of Management will set the Company apart from its
competitors. There is the possibility that new competitors could seize upon Metropolitan Global Taxicab Corp.’s
business model and produce competing taxicab services. Likewise, these new competitors could be better
capitalized than Metropolitan Global Taxicab Corp. which could give them a significant advantage. There is the
possibility that the competitors could capture significant market share of Metropolitan Global Taxicab Corp.’s
intended market.

General Economic Conditions

The financial success of the Company may be sensitive to adverse changes in general economic conditions in
Russia, such as recession, inflation, unemployment, and interest rates. Management believes that the service they
provide, transportation, is a basic “need” and thus will insulate the Company from excessive reduced demand due
to economic changes. Nevertheless, Metropolitan Global Taxicab Corp. has no control over these changes.

Trend in Consumer Preferences and Spending; Possible Fluctuations in Operating Results

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of
factors, including weather related travel and purchasing patterns of customers, competitive pricing, debt service
and principal reduction payments, and general economic conditions. Consequently, the Company’s revenues may
vary by quarter, and the Company’s operating results may experience fluctuations.

Risks of Borrowing

If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of
principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants
which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under
certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement
could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender
which would be senior to the rights of owners of Common Stock of the Company. A judgment creditor would
have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s
business, operating results or financial condition.

Unanticipated Obstacles to Execution of the Business Plan

The Company’s business plans may change. Many of the Company’s potential business endeavors are capital
intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s
chosen activities and strategies are achievable in light of current economic and legal conditions with the skills,
background, and knowledge of the Company’s principals and advisors. Management reserves the right to make
significant modifications to the Company’s stated strategies depending on future events.
                                                      - 24 -

Management Discretion as to Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The
Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently
contemplated which it deems to be in the best interests of the Company and its shareholders in order to address
changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be
substantially dependent upon the discretion and judgment of Management with respect to application and
allocation of the net proceeds of this Offering. Investors for the Common Stock offered hereby will be entrusting
their funds to the Company’s Management, upon whose judgment and discretion the investors must depend.

Control By Management

As of February 1, 2012, the Company’s officers and directors owned approximately 100% of the Company’s
outstanding shares. Upon completion of this Offering, the Company’s officers and directors will own
approximately 62% of then issued and outstanding shares, and will be able to elect all of the directors and
continue to control Metropolitan Global Taxicab Corp. Investors will own a minority percentage of the Company’s
Common Stock and will have minority voting rights. Investors will not have the ability to control either a vote of
the Company’s Shareholders or Board of Directors. See “PRINCIPAL SHAREHOLDERS”

Dividend Policy

The Company intends to retain any initial future earnings to fund operations and expand the Company’s business.
A holder of Common Stock will be entitled to receive dividends only when, as, and if declared by the Board of
Directors out of funds legally available therefor. The Company’s Board of Directors will determine future dividend
policy based upon the Company’s results of operations, financial condition, capital requirements, and other
circumstances.

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Company may rely on trade secrets to protect proprietary technology and processes which
the Company has developed or may develop in the future. There can be no assurances that secrecy obligations
will be honored or that others will not independently develop similar or superior technology. The protection of
proprietary technology through claims of trade secret status has been the subject of increasing claims and
litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even
where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such
claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to
this area. The Company, in common with other firms, may also be subject to claims by other parties with regard
to the use of technology information and data which may be deemed proprietary to others.

Dilution

Purchasers of Shares will experience immediate and substantial dilution of $0.062 in net tangible book value per
share, or approximately 62% of the assumed offering price of $0.10 per share (assuming maximum offering
proceeds are achieved). Additional Shares issued by the Company in the future will also dilute a purchaser's
investment in the Shares. See “DILUTION.”
                                                       - 25 -

Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with
applicable state securities laws, each investor must acquire his Shares for investment purposes only and not with
a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior
to any sale, transfer, or other disposition of the Shares. Some of these conditions may include a minimum holding
period, availability of certain reports, including financial statements from Metropolitan Global Taxicab Corp.,
limitations on the percentage of Shares sold and the manner in which they are sold. Metropolitan Global Taxicab
Corp. can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s
expense, in a form satisfactory to Metropolitan Global Taxicab Corp., stating that the proposed sale, transfer or
other disposition will not result in a violation of applicable federal or state securities laws and regulations. No
public market exists for the Shares and no market is expected to develop. Consequently, owners of the Shares
may have to hold their investment indefinitely and may not be able to liquidate their investments in Metropolitan
Global Taxicab Corp. or pledge them as collateral for a loan in the event of an emergency.

Broker - Dealer Sales of Shares

The Company’s Common Stock is not presently included for trading on any exchange, and there can be no
assurances that the Company will ultimately be registered on any exchange. The NASDAQ Stock Market, Inc. has
recently enacted certain changes to the entry and maintenance criteria for listing eligibility on the NASDAQ Capital
Market. The entry standards require at least $4 million in net tangible assets or $750,000 net income in two of
the last three years. The proposed entry standards would also require a public float of at least 1 million shares,
$5 million value of public float, a minimum bid price of $2.00 per share, at least three market makers, and at least
300 shareholders. The maintenance standards (as opposed to entry standards) require at least $2 million in net
tangible assets or $500,000 in net income in two of the last three years, a public float of at least 500,000 shares, a
$1 million market value of public float, a minimum bid price of $1.00 per share, at least two market makers, and at
least 300 shareholders.

No assurance can be given that the Common Stock of the Company will ever qualify for inclusion on the NASDAQ
System or any other trading market. As a result, the Company’s Common Shares are covered by a Securities and
Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors. For transactions covered by the
rule, the broker-dealer must make a special suitability determination for the purchaser and receive the
purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability
of broker-dealers to sell the Company’s securities and may also affect the ability of shareholders to sell their
shares in the secondary market.

Long Term Nature of Investment

An investment in the Shares may be long term and illiquid. As discussed above, the offer and sale of the Shares
will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from
such registration which depends in part on the investment intent of the investors. Prospective investors will be
required to represent in writing that they are purchasing the Shares for their own account for long-term
investment and not with a view towards resale or distribution. Accordingly, purchasers of Shares must be willing
and able to bear the economic risk of their investment for an indefinite period of time. It is likely that investors
will not be able to liquidate their investment in the event of an emergency.
                                                       - 26 -

No Current Market For Shares

There is no current market for the Shares offered in this private Offering and no market is expected to develop in
the near future.

Compliance with Securities Laws

The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of
the Securities Act, applicable Delaware Securities Laws, and other applicable state securities laws. If the sale of
Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Shares. If
a number of purchasers were to obtain rescission, Metropolitan Global Taxicab Corp. would face significant
financial demands which could adversely affect Metropolitan Global Taxicab Corp. as a whole, as well as any non-
rescinding purchasers.

Offering Price

The price of the Shares offered has been arbitrarily established by Metropolitan Global Taxicab Corp., considering
such matters as the state of the Company’s business development and the general condition of the industry in
which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective
criteria of value applicable to Metropolitan Global Taxicab Corp..

Lack of Firm Underwriter

The Shares are offered on a “best efforts” basis by the officers and directors of Metropolitan Global Taxicab Corp.
without compensation and on a “best efforts” basis through certain FINRA registered broker-dealers which enter
into Participating Broker-Dealer Agreements with the Company. Accordingly, there is no assurance that the
Company, or any FINRA broker-dealer, will sell the maximum Shares offered or any lesser amount.

Projections: Forward Looking Information

Management has prepared projections regarding Metropolitan Global Taxicab Corp.’s anticipated financial
performance. The Company’s projections are hypothetical and based upon the implementation of a sophisticated
and well funded marketing plan, and other factors influencing the business of Metropolitan Global Taxicab Corp.
The projections are based on Management’s best estimate of the probable results of operations of the Company,
based on present circumstances, and have not been reviewed by Metropolitan Global Taxicab Corp.’s
independent accountants. These projections are based on several assumptions, set forth therein, which
Management believes are reasonable. Some assumptions upon which the projections are based, however,
invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond
Management’s control. Therefore, actual results of operations will vary from the projections, and such variances
may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in
nature. In addition, projections do not and cannot take into account such factors as general economic conditions,
unforeseen regulatory changes, the entry into Metropolitan Global Taxicab Corp.’s market of additional
competitors, the terms and conditions of future capitalization, and other risks inherent to the Company’s
business. While Management believes that the projections accurately reflect possible future results of
Metropolitan Global Taxicab Corp.’s operations, those results cannot be guaranteed.
                                                        - 27 -


                                                Use Of Proceeds

The Company seeks to raise minimum gross proceeds of $230,000 and maximum gross proceeds of $3,800,000
from the sale of shares in this Offering. The Company intends to apply these proceeds substantially as set forth
herein, subject only to reallocation by Management in the best interests of the Company.

                                                       Sources

                                          Maximum Amount             Minimum Amount
   Proceeds From Sale of Shares           $3,800,000                 $230,000



                                            Application of Proceeds

   Offering Expenses (1)                  $5,000                     $4,000
   Commissions (2)                        $760,000                   $46,000

   Total Offering                         $765,000                   $50,000
   Expenses & Fees

   Net Offering Proceeds                  $3,040,000                 $180,000

   Taxicab Purchases                      $2,429,000                 $165,000
   Working Capital                        $611,000                   $15,000

   Total Application of Proceeds          $3,800,000                 $230,000

Footnotes:

(1) Includes estimated memorandum preparation, filing, printing, legal, accounting and other fees and expenses
related to the Offering

(2) This Offering is being sold by the officers and directors of the Company, who will not receive any compensation
for their efforts. No sales fees or commissions will be paid to such officers or directors. Shares may be sold by
registered broker or dealers who are members of the FINRA and who enter into a Participating Dealer Agreement
with the Company. Such brokers or dealers may receive commissions up to twenty percent (20%) of the price of
the Shares sold.
                                                     - 28 -


                                                Management

Principals of the Company

At the present time, three individuals are actively involved in the management of the Company.

   Rouslan Adamovsky, President
   Oleg Kleyman, Vice President Vehicle Management and Technical Maintenance
   Arthur Papikyan, Executive Vice President Investor Relations
   Vyacheslav Kleyman, Vice President Strategic Marketing and Corporate Accounts

Rouslan Adamovsky, President


Mr Adamovsky emigrated from the Soviet Union to the United States in 1988, and having studied business
administration at Kingsborough Community College in New York subsequently worked for various export trading
companies in New York and New Jersey. In 1994 he returned to Russia, established and run several successful
taxi and car rental companies such as Central Taxicab Dispatch Agency, Record-2000, and Russian Car Rentals Co.
Mr Adamovsky has substantial experience and expertise in various aspects of setting up and managing a taxi
company including technical, marketing, financial, personnel and legal issues.


Oleg Kleyman, Vice President Vehicle Management and Technical Maintenance


Mr Oleg Kleyman emigrated from Ukraine to the United States in 1989, and having studied at Chrysler
Corporation School, worked in various car service businesses in New York; in 1994 he moved to Moscow where he
worked as general manager of large car service garages specializing in repairs of US-made automobiles (Ford,
Chrysler, GM) such as Zetta Service, Golam Trading Corp (importer of auto spare parts for American cars). Mr
Kleyman possesses extensive and thorough knowledge of all technical maintenance and auto repair issues.

Artur Papikyan, Vice President Investor Relations


Mr Papikyan graduated from the University of Birmingham, UK, with a degree in Economics in 1994. He worked as
Vice President Finance for a company Volga Petroleum (Russia) which managed a chain of gas stations in various
Russian regions. Since 2000 Mr Papikyan has been actively involved in top-level management positions in taxi
industry in Moscow, having worked as Deputy Managing Director of Central Taxicab Dispatch Agency and Vice
President, Finance and Development for Russian Car Rentals Co.

Vyacheslav Kleyman, Vice President Strategic Marketing and Corporate Accounts

Mr Vyacheslav Kleyman has worked for many years as general manager of Goodyear Tire Service Center in New
York. In 2004 he moved to Moscow and established a company called EuroAutoWarranty, which specialized in
providing extended warranties for second-hand cars. While managing this company Mr Kleyman established
extensive contacts with private and corporate clients, which will be an invaluable asset to Metropolitan Global
Taxicab Corp. assisting in its marketing campaign.
                                                       - 29 -


                                         Management Compensation

There is no accrued compensation that is due any member of Management. No directors who are members of
Management will receive any director’s fees. Each director will be entitled to reimbursement of expenses
incurred while conducting Company business. Each director may also be a shareholder in the Company and as
such will share in the profits of the Company when and if dividends are paid. Management reserves the right to
reasonably increase their salaries assuming the business is performing profitably and Company revenues are
growing on schedule. Any augmentation of these salaries will be subject to the profitability of the Business and
the effect on the Business cash flows.


                                                Board of Directors

The Company has established a Board of Directors, which includes highly qualified business and industry
professionals. Currently there are three members of the Board of Directors:

Mr Rouslan Adamovsky
Mr Oleg Kleyman
Mr Vyacheslav Kleyman
                                                     Dilution

The purchasers of the Common Stock offered by this Memorandum will experience an immediate and substantial
dilution of their investments. There are 100,000,000 authorized shares of Common Stock of the Company of
which 62,000,000 shares are currently issued and outstanding. The net tangible book value per share of the
Company’s Common Stock was $0.001 at February 1, 2012. Net tangible book value per share of Common Stock is
equal to the Company’s total tangible assets less its total liabilities, divided by the total number of outstanding
shares of Common Stock. Upon completion of this Offering, the net tangible book value for the Shares which are
now outstanding will be increased with corresponding dilution for the Shares sold to investors.

The following reflects the dilution to be incurred by the investors. “Dilution” is determined by subtracting the net
tangible book value per Common Share after the Offering from the Offering price. If the expected maximum
number of Shares offered hereby are sold and/or issued, of which there can be no assurance, there will be
100,000,000 Shares of the Company’s Common Stock outstanding with net tangible book value of approximately
$0.03 per Share. This represents an immediate increase in net tangible book value from $0.001 to $0.03 per Share
to existing shareholders and an immediate dilution of from $0.10 to $0.03 per Share to purchasers of Shares in
this Offering.
                                                      - 30 -



                                              Principal Shareholders

The following table contains certain information as of February 1, 2012 as to the number of shares of Common
Stock beneficially owned by (i) each person known by the Company to own beneficially more than 5% of the
Company’s Common Stock, (ii) each person who is a Director of the Company, (iii) and all persons as a group who
are Directors and Officers of the Company.

    Name                                  Number of shares                       Position
    Oleg Kleyman                                    1,100,000 Member of the board of directors,
                                                              VP Vehicle Management
    Vyacheslav Kleyman                                500,000 Member of the board of directors
                                                              VP Strategic Marketing
    Lawrence Siegel                                 1,000,000 Chairman of Advisory board
    Larry Yamron                                      300,000 Member of Advisory board
    Jerry Astor                                       300,000 Member of Advisory board
    Donald Tractenberg                                300,000 Member of Advisory board
    Rouslan Adamovsky                             18,500,000 President, Chairman of the Board
    Islam Khatataev                               19,000,000
    Artur Papikyan                                18,500,000 VP - Investor Relations
    Nadezhda Zorina                                 2,000,000
    Mikhail Pavshok                                   500,000
    Total shares issued Pre-Offering              62,000,000



                                                  Advisory Board

Lawrence Siegel, Chairman of the Advisory Board

Lawrence Siegel has a long and successful career as an entrepreneur in the game industry. After graduating UCLA
he took a position in Manchester, England as the sales manager for a European consortium of game companies,
Alca, LTD, a subsidiary of Sega Games. With his specific industry and business skills he was able to move to Sonic,
SA in Madrid, Spain as the sales director of this joint venture between Sega Games of Japan and William
Electronics of Chicago. His marketing skills encompassed both electro-mechanical games and the advent of the
“new” video game industry. Sega at this time was also a leading manufacturer of slot machines. Williams was a
dominant player in the pinball business.

After 7 years in European sales, Siegel re-located to San Francisco where he founded and ran Pacific Amusements,
a game equipment leasing company. When Chicago Coin was acquired by the president of Bally Manufacturing,
Siegel sold his business and went to work as COO for the new company, Stern Electronics. Stern later acquired
Seeburg Phonograph, the largest jukebox manufacturer in the world, and Siegel became its president. Stern at
this time had revenues of nearly $200 million and 4 factories with over 1300 employees. After many years Siegel
sold his interest in the holding company to found Memetron, a game and parts importer.
Once again, after five years Siegel sold his business to Atari Inc. After less than a year at Atari he was named
president of the amusement game division, a position he retained for 4 years. Moving on from Atari, Siegel again
used his entrepreneurial skills to establish Black Pearl Software. This software company secured contracts from
                                                      - 31 -

many of the largest game companies in the industry. One of his larger customers, THQ Inc., purchased Black Pearl
in 1993 and Siegel re-located to Los Angeles from Chicago.
After two years at THQ, Siegel departed to go into game and gaming consulting. During the ensuing years he
consulted for Mattel, Sony, Sega, Konami, YouBet.com, and Scientific Games to name a few. His contacts
throughout the highest levels of the industry, all over the world, enable him access to the latest developments in
technology and opportunities that may arise.
Today Siegel resides in Los Angeles and owns a publishing business. His interests in the game industry are
primarily devoted to investments, but occasionally he will step into short term consulting contracts to assist old
friends, or maximize an investment.

Jerry Astor, Member of the Advisory Board

Mr. Astor brings more than thirty years of executive management experience to his role as president of Innovative
Medical Devices. Prior to joining the Company, he served as President of the U.S. arm of STC Biotech Inc, a $600
million diversified biotech company. Between 1988 and 1998, Mr. Astor was President of G.M. Astor &
Associates; a Los Angeles-based management consulting firm that assists private companies migrate to the public
sector. From 1986 to 1988, Mr. Astor served as Vice President and General Manager of the Consumer Electronics
Division of the $10 billion Hattori-Seiko Group of Japan (HSG controls such brand names as Seiko, Epson, Pulsar
and Lorus) where he was responsible for introducing the first LED micro televisions and other advanced consumer
products to the U.S. market. From 1985 to 1986, Mr. Astor served as Vice President and General Manager of STM
Computers, an early manufacturer of small business computers. Between 1983 and 1985, Mr. Astor served as
Vice President and General Manager of Mattel Electronics, where he was responsible for the development of
Mattel’s first home computer, and controlled an advertising budget of $20 million. From 1976 to 1983, Mr. Astor
served as Director of Sales/Marketing for Akai America, where he directed a national sales and marketing effort
for the company’s video group.

Mr. Astor possesses a comprehensive knowledge of more than a dozen industries including, but not limited to:
telecommunications, consumer electronics, nutritional supplements, food service, medical systems, non-alcoholic
beverages, waste management, toys, apparel, law enforcement, flavoring/fragrances and commercial printing. In
addition, he has an extensive background in the public marketplace.

Larry Yamron, Member of the Advisory Board

Extraordinarily successful High-Tech / Corporate Executive offering 15+ year experience in digital media, content
distribution, communication systems, management information systems, e-commerce, interactive television,
wireless e-commerce, and offshore sportsbook and casinos. Provide CTO / CIO consulting expertise to travel,
hospitality, gaming, and entertainment business leaders.

Specialize in entertainment and gaming content across multiple media platforms such as ITV, wireless,
broadband/ streaming media, and Internet portals. Technology credentials include linking technology to R&D,
developing and implementing new technologies to meet operational goals, upgrading technologies, evaluating
technology investments, redesigning technology enabled processes, directing data center automation and
consolidations, and managing voice, data, and processing networks.

Executive business leadership qualifications span international business operations, start-ups, capital funding,
business turnarounds, IPO initiatives, strategic planning, contract negotiations, distribution agreements, due
diligence, mergers & acquisitions, post-merger integrations, divestitures, staff downsizing, globalization and
                                                     - 32 -

privatization of national industries and regulated monopolies, business process reengineering, and change
management initiatives.

Donald Tractenberg, Member of the Advisory Board

Mr Tractenberg has a B.A. Degree in Business administration and MBA in Accounting from the University of
Michigan. Throughout his long career he worked in senior positions for major US companies, primarily in
entertainment sector; in particular, he was Vice President Finance of Twentieth Century Fox Film Corporation
(Feature Film Division) for 10 years and Senior Vice President Finance and Administration for Cineplex Odeon
Corporation. Mr Tractenberg is a voting member of the Executive Branch of the Academy of Motion Picture Arts
and Sciences.

Certain Transactions

Stock Option Agreements

The Company has not entered into any stock option agreements as of the date of this Offering.

                                                   Litigation

The Company is not presently a party to any material litigation, nor to the knowledge of Management is any
litigation threatened against the Company which may materially affect the business of the Company or its assets.

                                            Description of Shares

The Shares offered hereby are 38,000,000 shares of Common Stock, $0.001 par value. The Company’s authorized
capital consists of 100,000,000 shares of Common Stock, with par value $.001. 62,000,000 shares of Common
Stock are currently issued and outstanding. Upon completion of the Offering between 64,300,000 and
100,000,000 shares may be issued.

The shares of Common Stock are equal in all respects, and upon completion of the Offering, the Common Stock
will comprise the only class of capital stock that the Company will have issued and outstanding upon close of the
Offering.

Each Common Shareholder is entitled to one vote for each share held on each matter submitted to a vote of the
Shareholders.

Shares of Common Stock are not redeemable and do not have conversion rights. The Shares currently
outstanding are, and the Shares to be issued upon completion of this Offering will be, fully paid and
nonassessable.
In the event of the dissolution, liquidation or winding up of the Company, the assets then legally available for
distribution to the holders of the Company’s shares of stock will be distributed ratably among such holders in
proportion to their shareholdings.

Holders of Common Stock are only entitled to dividends when, as and if declared by the Board of Directors out of
funds legally available therefor. The Company has never paid any such dividends. Future dividend policy is
                                                       - 33 -

subject to the discretion of the Board of Directors and will depend upon a number of factors, including among
other things, the capital requirements and the financial condition of the Company.

                                            Transfer Agent and Registrar

The Company will act as its own transfer agent and registrar for its shares of Common Stock.

                                                 Plan of Placement

The Shares are offered directly by officers and directors of the Company on the terms and conditions set forth in
this Memorandum. Shares may also be offered by FINRA brokers and dealers. The Company is offering the
Shares on a “best efforts” basis. The Company will use its best efforts to sell the Shares to investors. There can be
no assurance that all or any of the Shares offered will be sold.

Escrow of Subscription Funds

Commencing on the date of this Memorandum all funds received by the Company in full payment of subscriptions
for Shares will be deposited in an escrow account. The Company has set a minimum offering proceeds figure of
$230,000 for this Offering. The Company has established an Investment Holding Account with Wells Fargo Bank,
into which the minimum offering proceeds will be placed. At least 2,300,000 Shares must be sold for $230,000
before such proceeds will be released from the escrow account and utilized by the Company. After the minimum
number of Shares are sold, all subsequent proceeds from the sale of Shares will be delivered directly to the
Company and be available for its use. Subscriptions for Shares are subject to rejection by the Company at any
time.

How to Subscribe for Shares

A purchaser of Shares must complete, date, execute, and deliver to the Company the following documents:

1. An Investor Suitability Questionnaire;

2. An original signed copy of the appropriate Subscription Agreement; and

3. A check payable to “Metropolitan Global Taxicab Corp.” in the amount of $0.10 per Share for each Share
purchased as called for in the Subscription Agreement (minimum purchase 5,000 Shares or $ 500).

Subscriber may not withdraw subscriptions that are tendered to the Company (Florida and Pennsylvania Residents
See NASAA Legend in the front of this Memorandum for important information).

                                              Additional Information

Each prospective investor may ask questions and receive answers concerning the terms and conditions of this
offering and obtain any additional information which the Company possesses, or can acquire without
unreasonable effort or expense, to verify the accuracy of the information provided in this Memorandum. The
principal executive offices of the Company are located at Empire State Building, 350 Fifth Ave., 59th Floor, New
York, New York 10118, and the telephone number is (212) 401-6224.
                                                        - 34 -

                                              ERISA CONSIDERATIONS

General

When deciding whether to invest a portion of the assets of a qualified profit-sharing, pension or other retirement
trust in the Company, a fiduciary should consider whether: (i) the investment is in accordance with the documents
governing the particular plan; (ii) the investment satisfies the diversification requirements of Section 404(a)(1)(c)
of Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and (iii) the investment is prudent
and in the exclusive interest of participants and beneficiaries of the plan.

Plan Assets

Under ERISA, whether the assets of the Company are considered "plan assets" is also critical. ERISA generally
requires that "plan assets" be held in trust and that the trustee or a duly authorized Manager have exclusive
authority and discretion to manage and control the assets.

ERISA also imposes certain duties on persons who are "fiduciaries" of employee benefit plans and prohibits
certain transactions between such plans and parties in interest (including fiduciaries) with respect to the assets of
such plans. Under ERISA and the Code, "fiduciaries" with respect to a plan include persons who: (i) have any
power of control, management or disposition over the funds or other property of the plan; (ii) actually provide
investment advice for a fee; or (iii) have discretion with regard to plan administration. If the underlying assets of
the Company are considered to be "plan assets," then the Manager(s) of the Company could be considered a
fiduciary with respect to an investing employee benefit plan, and various transactions between Management or
any affiliate and the Company, such as the payment of fees to Managers, might result in prohibited transactions.

A regulation adopted by the Department of Labor generally defines plan assets as not to include the underlying
assets of the issuer of the securities held by a plan. However, where a plan acquires an equity interest in an entity
that is neither a publicly offered security nor a security issued by certain registered investment companies, the
plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the
entity unless: (i) the entity is an operating company or; (ii) equity participation in the entity by benefit plan
investors (as defined in the regulations) is not significant (i.e., less than twenty-five percent (25%) of any class of
equity interests in the entity is held by benefit plan investors).

Benefit plan investors are not expected to acquire twenty-five percent (25%) or more of the Units offered by the
Company. Management of the Company intends to preclude significant investment in the Company by such plans.
Employee benefit plans (including IRAs), however, are urged to consult with their legal advisors before subscribing
for the purchase of Units to ensure the investment is acceptable under ERISA regulations.
                - 35 -


      Exhibit A – Business Plan


Metropolitan Global Taxicab Corp.

Strategic Business and Marketing Plan
                                                     - 36 -

                                              Executive Summary


The purpose of this business plan is to raise $3,000,000 of equity funds for the development of the taxi
operations in Moscow, Russia. Metropolitan Global Taxicab Corp. (“the Company”) will provide taxi transportation
services for executives, corporations, and individual transportation needs. The Company was founded in 2011 as a
Delaware corportion. The business will operate as a US based company with a fully owned Russian based
subsidiary. This is a highly unique opportunity as laws relating to transportation services within Russia are
improving substantially at present time, and Metropolitan Global Taxicab Corp. is in an excellent position to
become one of the forefront leaders within this market through its transportation services.

Over the past twenty years, many major American corporations have launched substantial operations throughout
Russia due to the substantial degree of political security and economic opportunities. These businesses include
Hewlett-Packard, Kimberly-Clark, Intel, PriceWaterhouseCoopers, Mary Kay, ExxonMobil, Johnson & Johnson,
Dow, Boeing, 3M, and hundreds of other businesses.

According to the American Chamber of Commerce in Russia, more than half of American companies have
reported sales increases within Russia of more than 200% between 2001 and 2005. Additionally, 97% of US
companies with operations in Russia anticipated growth during the next three years. Other important statistics
include the fact that 92% of US companies in Russia believe that continued commercial engagement with Russia is
positive for American businesses, and 86% believe that Russia’s membership in the World Trade Organization will
bring new opportunities for American businesses.

The American Chamber of Commerce in Russia is the preeminent organization for over 800 American businesses
that have operations within Russia. It is chaired by the US Ambassador to Russia. This organization provides
market information, advice, and referrals for American domiciled businesses that operate within Russia or have
overseas business subsidiaries. Many prominent business people and corporations (as will be shown in the fifth
section of the business plan) are part of this organization.

Given the statistics above and the strong opinions from major business people, Russia (and especially the Moscow
metropolitan area market) present a highly lucrative opportunity to capitalize on the tremendous need for taxi
and private transportation services.

The Founders

The Founders of Metropolitan Global Taxicab Corp. are highly experienced within the livery and taxi industry, and
at the time of business launch, will have all of the necessary licensing to operate this business on a day to day
basis. The CEO, Rouslan Adamovsky, has more than 15 years of experience in the launching and expansion of taxi
services. The background of the Founders will be further discussed in the next section of the business plan.




The Services

As mentioned above, the business will provide transportation services via the Company’s fleet of 300 Chevrolet
Lacetti vehicles in Moscow.
                                                           - 37 -

    The Company will charge $60 per day for taxi drivers that wish to use the Company’s vehicles. Management
    anticipates that each vehicle will also generate $150 per month from advertising that is to be placed on these
    vehicles. The third income source will be a $5 per order charge which the drivers will pay for orders received from
    the company’s own radio-dispatch office. It is anticipated that 1000 orders per day will be processed and
    transmitted to 300 vehicles that are to be operated by the Company. The business will operate 24 hours per day, 7
    days per week, 365 days per year including all holidays.

    An analysis of the services offered by Metropolitan Global Taxicab Corp. will be further expanded in the third
    section of the business plan.

    The Financing

    At this time, the Company is seeking to raise $3,000,000 of equity funds for the development of the Company’s
    services. The Company plans to issue 60,000,000 share of equity stock. 30,000,000 of these shares will be
    reserved for the management. The remaining 30,000,000 share will be offered to the investors at a price of $0.10
    each. The funds will be used for the following:

           Early capital and operating expenses
           Financing for the Company’s initial fleet of 300 vehicles
           Capital for professional fees, marketing, and licensing.
           Development of the Company’s garage facility.
           Development of the Company’s radio dispatch facility.

    The second section of the business plan will further document the usage of investment funds.

    Sales Forecasts

    Management anticipates a strong rate of growth upon the commencement of operations. Below is a chart that
    exemplifies Management’s vision for growth during the next five years of operations.

     Proforma Profit and Loss (Yearly)
                   Year                        1           2           3           4                       5
     Sales                                 $6,138,900 $10,743,075 $14,288,290 $17,860,362             $21,432,435
     Total Operating Costs                 $3,557,550 $5,191,125 $6,800,174 $8,369,575                $10,022,653
     EBITA                                 $2,581,350 $5,551,950 $7,488,116 $9,490,787                $11,409,781




    Exit Strategies

    The Management has discussed and planned for three possible exit strategies. The first strategy would be to sell
    the Company to a larger entity at a significant premium. Since, the transportation industry maintains a very low
    risk profile once the business is established, the Management feels that the Company could be sold for ten times
    earnings via a private sale.
                                                       - 38 -

The preferred and most likely exit scenario would entail selling a portion of the Company via an initial public
offering (or “IPO”) with the anticipation of having the Company listed on a major stock exchange such as NASDAQ
or New York Stock Exchange within three years from the start of operations. It is anticipated that the company
stock will trade at 20 to 30 times its earnings (based on the expected growth of the business). With these
assumptions, a total market capitalization (based on the financial projections within this business plan) could be
as high as $125 million within three years based on the proforma financial model provided in this business plan.

 Proforma Potential Valuation (Conservative)
             Year                     1             2           3             4           5
 Post Tax Profit                    $1,729,505 $3,719,807    $5,017,037   $6,358,827   $7,644,553
 Earnings Multiplier                         20         20           20           20           20
 Estimated Valuation               $34,590,090 $74,396,130 $100,340,748 $127,176,542 $152,891,069

 Proforma Per Share Valuation
               Year                        1               2             3                4               5
 Per Share Post Tax Profit                 $0.017          $0.037            $0.05        $0.063              $0.07
 Earnings Multiplier                           20              20               20             20                20
 Estimated Per Share Valuation              $0.35           $0.74             $1.0          $1.27             $1.40
 Dividend Per Share                         $0.01           $0.02            $0.03          $0.04             $0.05


Future Development

As time progresses, Management intends to purchase a number of vehicles to service the Moscow metropolitan
area and other large scale Russian city markets. Management intends to expand the fleet of vehicles by 150 cars
per year. Matters pertaining to the expansion of the business will be further discussed in the third and ninth
sections of the business plan.


                                                    The Financing

Funds Required and Use of Funds

A total capital investment of $3,000,000 is sought from individual private investors. The breakdown of how this
investment will be used is as follows:

                        Projected Startup Costs
                        Acquisition of 300 Vehicles                       $2,535,000
                        Radio Dispatch Location Development                $150,000
                        Garage Location Development                        $200,000
                        Working Capital                                    $115,000
                        Total Startup Costs                               $3,000,000
                                                           - 39 -


                          Per 1 Vehicle Expenses
                          Down Payment for 1 Vehicle                                  $5,4001
                          Full Insurance for 1 Vehicle                                 $1,650
                          Two-Way Radio                                                 $500
                          Vehicle Tracking Device                                       $600
                          Licensing and Other Minor Costs (meter, etc)                  $300
                          Total Per Vehicle Costs                                      $8,450

    Anticipated Valuations

Below is a chart showcasing the potential valuation on a yearly basis with varying price to earnings multiples.

    Proforma Potential Valuation (Conservative)
                Year                     1             2           3             4           5
    Post Tax Profit                    $1,729,505 $3,719,807    $5,017,037   $6,358,827   $7,644,553
    Earnings Multiplier                         20         20           20           20           20
    Estimated Valuation               $34,590,090 $74,396,130 $100,340,748 $127,176,542 $152,891,069

    Proforma Valuation (Mid-Range)
                    Year                      1           2           3             4           5
    Post Tax Profit                       $1,729,505 $3,719,807    $5,017,037   $6,358,827   $7,644,553
    Earnings Multiplier                           25          25           25           25           25
    Estimated Valuation                  $43,237,613 $92,995,163 $125,425,935 $158,970,677 $191,113,837

    Proforma Valuation (Optimistic)
                    Year                      1           2            3             4           5
    Post Tax Profit                       $1,729,505   $3,719,807   $5,017,037   $6,358,827   $7,644,553
    Earnings Multiplier                           30           30           30           30           30
    Estimated Valuation                  $51,885,135 $111,594,195 $150,511,122 $190,764,813 $229,336,604

    Per Share Valuation and Anticipated Return on Investment

Below is a chart showcasing the anticipated return on investment based on a post tax earnings multiplier of 25
and applicable dividends distributed:

    Proforma Per Share ROI
    (Midrange)
                  Year                         1               2               3                4               5
    Per Share Post Tax Profit                  $0.017          $0.037         $0.050            $0.063           $0.07
    Earnings Multiplier                            25              25              25               25              25
    Estimated Per Share Valuation               $0.43           $0.93           $1.25           $1.575           $1.75
    Dividend Per Share                          $0.01           $0.02           $0.03            $0.04           $0.04
    ROI Per Share                               430 %           930 %         1250 %            1575 %          1750%


1
  It should be noted that each vehicle costs $18,000. A 30% down payment is required in order to purchase the vehicles with
the remaining capital provided via bank financing.
                                                       - 40 -

                                                   Taxi Services

As stated in the executive summary, Metropolitan Global Taxicab Corp. will operate a fleet of 300 Chevrolet
Lacetti vehicles. The business has already sourced the distributor that will provide these vehicles . The Company
will be one of the major licensed and professionally operated taxi cab services within this specific market. It
should be noted that the marketing strategies of how the business will generate its revenues through advertising
and direct sales techniques will be further discussed in the seventh section of the business plan.

As was discussed in the executive summary, all municipalities in Russia now require that taxi drivers become
licensed and have properly licensed vehicles. As of September 1st, 2011, this federal law has gone into effect and
police within municipalities have begun to penalize unlicensed taxis. As such, the opportunity for a business to
quickly move into this market with a fleet of high quality vehicles with licensed drivers is tremendous. The
demand for these services has increased tremendously given the economic boom that has occurred within
Moscow (and the entire country of Russia) over the past twenty years.

The business will operate a full radio dispatch center from which drivers will receive orders to pick up individuals
that call Metropolitan Global Taxicab Corp. At all times, there will be dispatchers in place in order to effectively
handle the tremendous number of phone calls that are expected from individuals that need a taxi service within
Moscow. As will be discussed further within this business plan, Management intends to maintain strong
connections with large businesses operating within Moscow that have regular transportation needs for their
clients, business associates, executive management and personnel.

Vehicles owned and operated by the business will be operated from a secure lot that will be guarded on a 24 hour
basis. However, only approximately 10% to 15% of the Company’s total fleet is expected to remain in the secure
lot at any given time. Primarily, these cars will be undergoing routine maintenance and repairs. Management has
already sourced the potential property to be used specifically for this purpose. The lot will primarily serve as a
service and repair garage.

In regards to revenue generating operations, Management will charge individual drivers $60 per day for usage of
vehicles. It should be noted that this is current market price for a taxi driver to rent a vehicle for a day within
Moscow. Each vehicle will be equipped with appropriate tracking and security systems so that business knows
where each and every one of its vehicles are at any given time. Additionally, each vehicle will have a real-time
video camera installed within the car so that Management can monitor all activities occurring within the vehicle. It
should be noted that investors of Metropolitan Global Taxicab Corp. will be able to access to the real-time camera
feeds from vehicles via company's website. Additional revenue sources centers are discussed in the seventh
section of the business plan.

As a tertiary revenue center, the business will maintain light boxes that showcase advertisements on the top of
taxi vehicles. It is anticipated that each vehicle owned and operated by the Company will generate $150 of
additional revenue per month through rooftop advertising revenue sources. Below are images of typical rooftop
advertising boxes on taxis:
                                                       - 41 -




Ultimately, by being able to provide Moscow (and its related suburbs) with a high quality and licensed taxi service,
the business will be able to benefit from the onset of operations. Again, this is a highly unique business
opportunity for that will produce substantial financial returns for all involved.
                                                       - 42 -

Below are images of the Chevrolet Lacetti vehicles that the business will use as its standard vehicle for the
Company’s operations:




                                           Overview of the Organization

Registered Name

Metropolitan Global Taxicab Corp. The business is registered as a regular stock corporation (or “C” corporation) in
the State of Delaware. The Company will operate through a fully owned Russia-based subsidiary.

History

The business was established in the United States with the intent to use the Founders’ extensive knowledge of the
taxi industry in order to provide these services within the fast growing Russian economy.
                                                            - 43 -

    Mission Statement

    Management’s mission is to provide extremely punctual and quality taxi transportation services to individuals and
    business executives within the Moscow metropolitan area. Their goal is to provide service that is unmatched by
    any other competitor within the area.

    Vision Statement

    Through their diverse areas of expertise and knowledge, the Founders of Metropolitan Global Taxicab Corp.
    expect to build a business that will achieve over $ 20 million in revenues by the fifth year of operations.
    Additionally, Management anticipates that the business will be listed on either the US based NASDAQ or NYSE
    Exchange with a market capitalization equal to 20 to 30 times its after-tax earnings.

    Organizational Objectives

           Providing excellent transportation services to Moscow based customers.
           Developing an aggressive strategy for marketing the Company’s services to a diverse audience of
    individuals, business executives, and large corporations.
           Continually add new vehicles to the Company’s fleet on a monthly basis.
           Remain within the letter of the law regarding the sale of chauffeuring and livery services within the City of
    Moscow by obtaining relevant licenses.
           Develop Metropolitan Global Taxicab Corp. as a wealth and income creating vehicle for the Company’s
    Investors and Founders.
           By the third year of operation, complete an initial public offering within the United States that will feature
    Metropolitan Global Taxicab Corp. on the NASDAQ or NYSE stock exchanges.
           Develop close relationships with hotels, airports, concierge services, restaurants, and nightclubs that will
    allow the business' drivers to solicit business from these locations.

    Organizational Values

           Complete disclosure and transparency regarding all financial transactions.
           Complete honesty and integrity in relations with customers, business partners and investors



                                                 Strategic Market Analysis

    External Environment Analysis

    The business of transportation services is a diverse business that has significant range of complex operations to
    manage. This section of analysis will detail the overall economic climate, the operating environment, and will
    conclude with an analysis of the industry.

    One of the primary challenges of doing business in Russia in a transportation capacity is that there has been a
    continuous amount of recent legislation changes. However, and as has been stated within this business plan,
    Metropolitan Global Taxicab Corp. is seeking to capitalize on the fact that legislation seeks to improve taxis
    services within Moscow and entire Russia. Metropolitan Global Taxicab Corp. is seeking to become one of the
                                                           - 44 -

    first organized taxi services within this market. Until recently, there have been no laws as it pertains to who can
    operate as a taxi service within Moscow. However, the Russian government has recently passed a law that
    requires individual taxi companies to become licensed so that they can operate as taxi cab services. As such, the
    outside economic and legislation risks have been prepared for and the business will enjoy the benefit of having
    fewer competitors once this legislation is fully enacted.

    Currency risks regarding the Company's operations have been substantially reduced as all revenues generated by
    the business will be based in US currency. The currency conversion between the US dollar and the Russian Ruble
    will be fixed at all times so that the business is able to receive its fees (as discussed in the third section of the
    business plan) without risk to currency fluctuations.


    Analysis of General Business Environment in Russia

    As discussed in the executive summary and throughout the text of this business plan, Russia is a fast growing
    economy in which many American and international businesses have developed operations in order to capitalize
    on the strong demand for products and services. Moscow is now one of the most advanced cities in the world,
    and the demand among Russian citizens for products and services is the same in any other highly developed
    country in the world. Foreign investment into Russia, despite the issue with the global economy, continues to
    increase at a double digit pace. This trend is expected to continue for a significant period of time as the Russian
    government has made substantial strides in ensuring economic and political stability, as well as security for direct
    investment by international businesses that want to conduct business within the country.

    According to Ernst & Young report (one of the top four accounting and consulting firms in the world), Russia has
    been one of the few economies that has been able to achieve a substantial amount of growth despite the current
    economic crisis. This report, completed in 2011, showcased that Moscow is ranked as the 7 th in the top ten cities
    in Europe for Foreign Direct Investment (or “FDI”). Additionally, the number of FDI projects increased by 18%
    within Moscow during 2010. Additional highlights regarding foreign investment into Russia include, but are not
    limited to:

            33% of emerging market investors intend to place capital within Russia with a focus on Moscow based
    businesses.
            From 2005 to 2011, Russia’s investment appeal has steadily grown, reaching its high level (doubling) by
    the start of the worldwide financial crisis in 2008. Russia is one of the few countries to have not been overly
    affected by the worldwide financial crisis.
            Investors, according to Ernst & Young, expect Russia to develop its attractiveness by investing heavily in
    talent, infrastructure, and technology over the next three to five years.
            Although the United Kingdom and France remain FDI leaders in Europe, they are significantly losing
    market share to Russia, Germany, and Poland.
            In 2010, Russia was the fourth largest recipient of Foreign Direct Investment in Europe with over 200 FDI
    projects.
            In 2011, more than $43 billion of FDI projects were started within Russia with a specific focus on the
    Moscow metropolitan region.
            The Russian government has made substantial strides as it pertains to drastically improving technological
    infrastructures.
            The Russian government has passed a substantial number of laws that protect property rights of foreign
    investors.
                                                         - 45 -


           Russian politicians are extremely aware of the importance of foreign investment, and they have passed
    favorable laws and treaties so that businesses can expand and flourish within Russian markets.
           Technology research and development has been a flourishing industry within Russia, and many OCED
    member countries have begun to outsource significant development to Russian based software companies,
    pharmaceutical companies, and other technology/intellectual property based businesses. 15% of all foreign
    investment into Russia is for research and development.

    Direct comments from prominent American and international business people have been tremendous over the
    past twenty years. On the next two pages is an overview of what prominent business professionals have said
    about their expansion into Russian markets:
                                                        - 46 -




Moscow Taxi Market



Moscow is the capital of the Russian Federation, its business, financial, banking, industrial and commercial hub.
Russia has a unique demographical and administrative structure – 15 million residents of Moscow and closest
suburbs in Moscow region comprise 10 percent of the total population of Russian Federation, but 60 percent of all
financial resources and income of the entire country is concentrated in this region. Consequently, the residents of
Moscow have the same level of wealth and income as the residents of the countries of Central and Eastern Europe
(for comparison purposes, the population of entire Czech Republic is 10 million people, Hungary – 11 million)

This skewed structure creates immense opportunities in the services sector – there are thousands of restaurants,
cafés, bars, night clubs, over 50 five- and four-star hotels, hundreds of modern super-markets, shopping malls
and boutiques; 5 airports including 4 international ones, 9 railway stations. Practically all major international
companies and banks have subsidiaries or representative offices in Moscow.


As discussed earlier, the law passed by the Russian government requires that vehicles and taxi companies are
appropriately licensed. Businesses or individual drivers without a license will be prosecuted by the police and a
specially designated body known as the Municipal Transportation Inspectorate.

All these economic and business activities create substantial opportunities in the services sector including taxi
services as its very important component (just like in other major world capitals - New York, London, Tokyo, Seoul,
etc). Little history will help better highlight current challenges and opportunities of this sector: during the time of
the Soviet Union the state had monopoly for the provision of the taxi services. There were 21 taxi fleets in
Moscow, each of them had 1,000 vehicles (in total, about 20,000 taxis provided this service in Moscow). At that
                                                            - 47 -

    time, the level of income of the population was substantially lower than at the moment, but still it was a problem
    to hail a taxi or book it by phone, because of the chronic shortage of the vehicles. At the moment, population and
    its income have increased substantially, however there are only 5,000 licensed taxis.

    The shortage of the taxis is filled in by the private car owners who work this way using their own cars. However,
    the demand in this market is so big that the official taxi business still remains very profitable. New regulations
    have recently been adopted at federal and municipal levels to reduce the operation of illegal cab-drivers and
    increase the number of officially licenses taxis.

    Especially interesting market segment is preliminary booking of taxis by phone where orders are transmitted by
    the dispatcher to the driver via radio. There are about 5-6 large companies in this segment which possess their
    own fleet of vehicles, and several dozen small firms which don’t have their own cars and simply transmit the
    orders by radio to private car owners for a certain commission. Such small companies have no more than 20-30
    hired private cars and cannot influence general situation in the market, which remains very fragmented, without
    dominating major operators. There is real opportunity to enter this market by providing high level of service
    using new high-quality cars with polite, punctual and neatly dressed drivers, and retaining the repeat customers
    who make preliminary orders by phones by issuing plastic client cards to them.

    Another major segment of the market are corporate clients. Tens of thousands major and medium-sized
    international and Russian companies have offices in Moscow. Most of them use the taxi services even if they
    have their own car fleet, to satisfy the requirements of their employees, clients, partners, etc. It especially applies
    to trips to the airports, railway stations etc.

    This market segment is currently occupied by the companies providing expensive cars at very high rates, so the
    demand is rather restricted. Our company will be able to offer its services to wider clientele of the office
    employees who need to use the taxi service for their daily office needs.

    US Taxi Market (For Comparative Purposes)

    Taxi and chauffeuring operations provide over $20 billion dollars a year to the general US economy. The industry
    employs more than 200,000 people, and provides annual payrolls that exceed $ 2 billion dollars per year. The
    growth rate of this industry has remained in step with that the general growth of the country’s GDP.


    Customer Profile

    Management expects a broad number of customers to contact the Company for use of the Company’s taxi service
    services. Customers will range from business executives, businesses, and private individuals needing local
    transportation. As such it is difficult to quantify the exact demographic profile of the “average” customer of
    Metropolitan Global Taxicab Corp. It should be noted that more than one million people per day come to Moscow
    from other regions and countries, which further expands the demand and market for taxi services within this area.

    As stated above, there are more than 15 million residents within the formal Moscow metropolitan area. As such,
    the demand for individual and business transportation needs is immense. By operating as a licensed taxi cab
    service, the business will be one of the few operators within this market that can meet the current demand.
    Among individual users, Management anticipates the following demographics:

           Annual disposable household income of $20,000+ USD per year
                                                            - 48 -


           Will spend $10 to $ 30 on transportation services on a per trip basis.
           Lives within the Moscow metropolitan area.

    Among businesses and corporations, Management expects the following:

           Annual revenues of $100,000+ US per year
           Operates within the Moscow metropolitan area
           Will spend $3,000 to $5, 000 per month with the Company.

    Competitive Analysis

    Competition, due to relaxed laws pertaining to taxi services, has been fierce within the Moscow market. However,
    as of the start of September 2011, competition is expected to wane as all taxi companies and vehicles now must
    be properly licensed. As such, the vast majority of individuals that act as taxi drivers illegally will be ousted in the
    Moscow market.

    Additionally, Management has developed an extensive marketing plan that will ensure that the business is able to
    effectively compete against any other established taxi service by offering a superior service at a reasonable cost to
    residents and businesses within the Moscow metropolitan area.

    Finally,since it is expected that since the Company will be the only American owned business in the taxi sector,
    Management will be able to approach through the American Chamber of Commerce in Russia (and similar
    organizations) hundreds of their members. It is very likely that these companies will use Metropolitan Global
    Taxicab Corp. because of general corporate requirements, familiarity of working with a US based business, as well
    as internal policies. Additionally, these customers will benefit and have trust in the Company due to the fact that
    it will be a US publicly quoted company. The business will adhere to all standards of insurance and policy
    requirements at all times.


                                                     Key Strategic Issues

    Sustainable Competitive Advantage

    The Company will be able to maintain successful business operations because of the following:

           The Company will offer its clients high quality specialty taxi services at prices that are on par with the
    current market rate.

           A significant amount of high margin revenue generated from a very low capital risk program.

           Upon commencement, all vehicles will be properly licensed by Moscow authorities.

            High ROI on the amount of revenue generated on a daily basis over the cost of acquiring and maintaining
    the taxi vehicle fleet.

           Extremely limited competition among businesses that operate as taxis within Moscow.
                                                                       - 49 -


           Having a fleet of 300 vehicles allows the business to dispatch a taxi to a specific location in Moscow City
    area within five to ten minutes


    Basis for Growth

    Metropolitan Global Taxicab Corp. will grow through four main avenues:

           The successful marketing and advertising of taxi services to the Moscow area metropolitan market.

           The successful expansion of the number of vehicles operated by the Company.

           Acquisition of additional rounds of capital, primarily through a potential IPO, to further fuel the growth of
    the business.

           Moscow City area has been recently expanded from 1,000 square kilometers to 2,500 kilometers by
    adding adjacent territories of Moscow Province. This trend of expanding the city is expected to continue and the
    business will be able to grow organically during the next five to ten years.

                                                              Marketing Plan

    Marketing Objectives

           Pursue an extremely aggressive marketing plan to target executives, corporations, and other
    organizations that have regular transportation needs.
           Develop a strong reputation within the local community as an affordable provider of taxi transportation.

    Sales Forecasts

     Yearly Sales Forecast
                  Year                            1                    2                3            4        5
               Growth (%)                             0.0%              75.0%            33.0%        25.0%    20.0%
     Rental of Vehicles and
     Dispatch Fees                          $5,711,400          $9,994,950 $13,293,284 $16,616,604 $19,939,925
     Advertising Income                       $427,500            $748,125    $995,006  $1,243,758 $1,492,509
     Totals                                 $6,138,900         $10,743,075 $14,288,290 $17,860,362 $21,432,435


                                                             Yearly Sales


                  $20,000,000
                                                                                                              1
                  $15,000,000
                                                                                                              2
                  $10,000,000                                                                                 3
                                                                                                              4
                   $5,000,000
                                                                                                              5
                          $0
                                Rental of Vehicles and Dispatch Fees            Advertising Income
                                                           - 50 -

    Sales Assumptions

    Year 1

           In the first year of operation, Metropolitan Global Taxicab Corp. will acquire its vehicles (as discussed in
    the third section of the business plan), and will begin revenue generation.
           Expected sales will reach $6.138 million.
           Aggressive marketing campaign will be implemented in order to target both individuals as well as
    corporate clients.
           By the end of the first year of operations, Management anticipates that the business will have at least 100
    corporate accounts each generating on average $5,000 in revenues monthly


    Year 2

           Metropolitan Global Taxicab Corp. expects to continue to pursue its extremely aggressive marketing
    program which will target a diverse audience of people needing specialized taxi services within Moscow.
           An additional 150 vehicles will be added to the fleet.
           Management expects that revenue will reach $9.2 million dollars.
           The Company anticipates that it will add 200 corporate account clients within the second year of
    operations.


    Years 3-5

           The Company expects to generate more than $ 21 million dollars of revenue by the fifth year of business
    operations.
           Management will add an additional 150 vehicles to the fleet per year.
           By the fifth year of operation, the business will have approximately 1,000 vehicles in operation.
           At this point, Metropolitan Global Taxicab Corp. will have developed an extensive reputation within
    Moscow as a reputable provider of taxi services. Additionally, the business will have a number of corporate
    accounts that provide highly predictable streams of revenue for the business.
           At this time, Management expects that the business will have approximately 500 corporate accounts.

    Marketing Strategies

    Foremost, Management will engage an expansive marketing program to ensure that executives and senior
    managers of businesses are well aware of the Metropolitan Global Taxicab Corp. brand and the service that it
    provides. To that end, Management intends to engage a broad based marketing strategy in the Moscow area that
    will specifically target these people and businesses. Initially, Management intends to directly approach medium
    sized businesses and large corporations with sales literature that will showcase the comfort, cost efficiency, and
    promptness of the Company’s vehicles. Management will also engage a traditional marketing strategy that will
    include listing the business online.

    Management will also develop relationships with concierges at local Moscow based hotels and concierge services
    so that the business receives a significant amount of referral business. This referral strategy will also be directed
    towards event planners so that the business becomes the vendor of choice for transportation services for these
                                                           - 51 -

    events. Management will also work with the American Chamber of Commerce in Russia in order to make US based
    businesses aware that a US domiciled company is providing taxi services to corporations within Russia. This is
    extremely important as many US based businesses have procedures and protocols that require that certain safety
    and licensing requirements are met even when employees are working abroad. Additionally, many US based
    international corporations feel tremendously more comfortable when working with another US based business
    that has operations abroad.

    Additionally, Metropolitan Global Taxicab Corp. will maintain an extensive website that will showcase images of
    the Company’s Chevrolet Lacetti vehicles, its pricing schedule, and how to contact the Company. The business
    intends to have a large Internet presence so that individuals and corporations can quickly find Metropolitan
    Global Taxicab Corp.’s website with the intent to call for a taxi service. The business will use search engine
    optimization techniques coupled with pay per click marketing in order to dive traffic to the website.

    The Company will also use billboards, distribution of leaflets/brochures, direct mail campaigns to corporate
    clients, radio advertisements, telemarketing strategies (corporate clients only), and well as many other traditional
    sales methods.

    Metropolitan Global Taxicab Corp. will also use several brands as it relates to specific market segments. For
    example, a specific brand will be developed for personal taxi use while other brand names will be used for
    corporate transportation services.

    It should be noted that the Company has already secured a contract with the Greenwood Business Park. This is a
    vast business complex that was developed by the Chinese government. It is located in a highly trafficked Moscow
    suburb. This multibillion dollar development was created with the intent to allow Chinese based businesses to do
    business within Russia. Metropolitan Global Taxicab Corp. has an exclusive contract with the management of
    Greenwood Business Park to provide taxi services to corporations and individuals that wok within this large scale
    business campus. The income derived from providing services to this facility could easily provide 15-20% of the
    Company’s aggregate revenues. Management intends to use a similar model of exclusive contracts when
    approaching hotels, shopping malls, and other locations where taxis can be stationed.

    Service Marketing

    Using the aforementioned marketing strategies, Metropolitan Global Taxicab Corp.’s promotional/marketing
    stratagem will be geared towards showcasing the Company’s operations as being a viable asset to the consumer,
    not simply a tool to be used. Through these advertisements, Management will point out that the business’
    objective is to coordinate a clear and consistent image that the company is able to provide timely and comfortable
    transportation to any individual.

    Pricing Model

    Management will price its services as follows:

           Rental of Vehicle - $60 per day
           Advertising on Vehicles - $150 per month
           Dispatch call - $5 fee charged to driver

    As it pertains to gross monthly revenues (based on the pricing model above), Management anticipates the
    following:
                                                          - 52 -


           Rental of Vehicles - $540,000 per month (300 vehicles generating $18,000 per day of rental revenue).
           Advertising on Vehicles - $45,000 per month (300 vehicles with $150 per month advertising fees charged
    per vehicle)
           Dispatched Calls - $150,000 per month (1,000 vehicle dispatch calls per day at $5 per call charged to the
    driver)


    Marketing to Potential Taxi Drivers

    In regards to securing drivers, Management has developed an extensive amount of literature that showcases the
    contracts that the business has been acquiring on a preliminary basis while heavily focusing on the Company’s
    ability to provide them with an extremely stable stream of daily income, quality vehicles to drive, and a brand
    reputation that they can count on for years to come. Management intends to focus its marketing efforts, when
    recruiting drivers, on the income producing environment that will be fostered by Metropolitan Global Taxicab
    Corp.



                                                   Organizational Plan

    Corporate Organization

    The Company will be organized as follows:


                                   Board of Directors



                                 Executive Management



           Vehicle Management                               Back Office Staff



                              Driver & Vehicle Operations                       Accounting and Finance



                                  Radio Dispatch Office                           Marketing and Sales



                                    Security and Legal
                                                            - 53 -

    Organizational Budget

                            Personnel Costs (Per Month)

                            Top Manager of the Fleet                         $4,000
                            Deputy Top Manager                               $3,000
                            6 Heads of Sections (50 Vehicle per section)    $10,000
                            12 Shift Managers                               $10,000
                            Attorney                                         $2,000
                            Security Manager                                 $2,000
                            12 Repair Personnel                             $10,000
                            Head of Radio Dispatch                           $3,000
                            Dispatch and Telephone Operators                $12,000
                            Accountant                                       $2,000
                            Cashier                                          $1,000
                            Secretary                                        $1,000
                            Total Monthly Salary Cost                       $60,000

    Please note that the above graph represents the approximate monthly payroll expense for the business in the first
    year of operation (starting in month six).

                                                        Financial Plan

     Underlying Assumptions

    The Company has based its proforma financial statements on the following:

            Metropolitan Global Taxicab Corp. anticipates that its growth rate will be 30% to 35% per annum during
    the first five years of operation.
            The Company plans to raise $3,000,000 of equity financing for its vehicle fleet and early operating costs.


     Financial Highlights

           The ability to create high gross margin cash flows through the Company’s taxi and transportation services.
           A highly valuable business that will sell for approximately ten times earnings in the public market.

     Source of Funds

                              Financing
                              Equity Financiers
                              Investor(s)                       $3,000,000.00

                              Total Equity Financing            $3,000,000.00
                                                            - 54 -

                                                       SWOT Analysis


    Strengths

           Experienced and motivated Senior Management Team that has years of experience in the taxi, limousine,
    and chauffeuring industries in both the United States and Russia. Additionally, all members of the Board of
    Directors are US citizens which will greatly increase the ability of the Company to do business with US based
    companies that operate within Russia.

           Efficient and qualified back office management for the ongoing legal compliance, accounting, operational,
    technical, and marketing issues that face Metropolitan Global Taxicab Corp. on a day to day basis.

             High gross margins generated from the continued rental of the Company’s operations.

          High barriers to entry due to recent changes in laws as it pertains to taxi services within Russia as well as a
    substantial investment required.

    Weaknesses

             A business model that could be copied by a potential competitors.

             Legal and regulatory issues that need to be complied with on a regular basis.

    Opportunities

             Expansion of number of vehicles owned/leased by the business for use throughout Moscow.

             Expansion into several Russian major city markets.


    Threats

             Major competitors can enter the market with moderate ease.

             There may be complicated legal and regulatory environments that are consistently changing.



                                                 Critical Risks and Problems

    Operating Risk – Low
    The primary operating risk now stems from Management’s ability to acquire the necessary capital in order to
    launch the operations of the business. As discussed earlier, the Management of the Company has extensive
    experience with the development and expansion of taxi services (both within the US and Russia), and as such the
    operating risks related to this business are low.
                                                            - 55 -

     Financing Risk – Low
     The Company will require $3 million of equity financing in order to launch the operations of the business
     discussed in this business plan. The risks related to this investment are low due to the fact that a portion of the
     funding sought in this plan will used to purchase 300 vehicles. Additionally, the very high gross margins associated
     with the business will ensure that Company's profitability at all times.

     Marketing Risk – Moderate
     Metropolitan Global Taxicab Corp. will use the marketing strategies outlined in the seventh section of the business
     plan. Competition in the personal and corporate transportation business is extremely competitive, but
     Management feels that through the use of the extensive marketing strategies discussed earlier – the Company will
     be in a position to thrive within Moscow and other Russian municipalities.

     Management Risk – Low
     The Company’s Founders are experienced and knowledgeable regarding all aspects of the Company’s operations
     and services. The Founders are extremely committed to bringing the operations of the business to profitability
     very quickly within the Moscow market.

     Valuation Risk – Low
     The risk that the Owner pays too much for the venture is offset by:

             Investor funds will be in a Company that generates high margin revenue from the daily rental of taxis to
     drivers within Moscow.
             A Company that does not have to take a capital risk beyond operational expenses in order to properly
     generate revenue.
             Investor funds will primarily be invested in a divestible vehicle operating inventory.

     Exit Risk - Moderate
     There is a great demand for established taxi services and transportation businesses, and the Management of the
     Company feels that the full sale of all Company assets could occur within one year of marketing Metropolitan
     Global Taxicab Corp. for sale. The Company would most likely solicit the help of a qualified investment bank to
     take the business public on either the NASDAQ or New York Stock Exchange.


                                                     Reference Sources

     All statistics and market information was obtained through:

1.           U.S. Government Bureau of Labor Statistics

2.           CIA FactBook - Russia

3.           ResearchAndMarkets.com - Valuations of Taxi Services

4.           American Chamber of Commerce in Russia

5.           Ernst & Young – Growing Opportunities Russia FDI Report (2011)
                                                               - 56 -


                                             Exhibit B - Financial Projections


    Underlying Assumptions

    The Company has based its proforma financial statements on the following:

            Metropolitan Global Taxicab Corp. anticipates that its growth rate will be 30% to 35% per annum during
    the first five years of operation.
            The Company plans to raise a net of $3,000,000 in equity funding for its vehicle fleet and early operating
    costs.


    Profit and Loss Statements

     Proforma Profit and Loss (Yearly)
                        Year                        1             2              3            4             5
     Sales                                        $6,138,900   $10,743,075   $14,288,290   $17,860,362   $21,432,435


     Operating Income                             $6,138,900   $10,743,075   $14,288,290   $17,860,362   $21,432,435


     Expenses
     Payroll                                       $570,000      $855,000     $1,137,150    $1,421,438    $1,705,725
     Technical Maintenance and Repairs             $570,000      $763,800      $947,112     $1,079,708    $1,295,649
     Leasing Payments                             $1,295,000    $1,942,500    $2,583,525    $3,229,406    $3,875,288
     Premises Rental                               $120,000      $126,000      $132,300      $138,915       $145,861
     Radios Traffic                                 $94,050      $141,075      $187,630      $234,537       $281,445
     Vehicle Tracking Systems                       $57,000       $85,500      $113,715      $142,144       $170,573
     Communication Expenses                         $55,000       $82,500      $109,725      $137,156       $164,588
     Marketing (for Drivers)                       $310,000      $465,000      $618,450      $773,063       $927,675
     Advertising (Radio Dispatch Services)         $440,000      $660,000      $877,800     $1,097,250    $1,316,700
     Miscellaneous Costs                            $46,500       $69,750       $92,768      $115,959       $139,151
     Payroll Taxes                                       $0             $0           $0            $0               $0
     Total Operating Costs                        $3,557,550    $5,191,125    $6,800,174    $8,369,575   $10,022,653


     EBITA                                        $2,581,350    $5,551,950    $7,488,116    $9,490,787   $11,409,781
     Federal Income Tax                            $851,846     $1,832,144    $2,471,078    $3,131,960    $3,765,228
     State Income Tax                                    $0             $0           $0            $0               $0
     Interest Expense                                    $0             $0           $0            $0               $0


     Net Profit                                   $1,729,505    $3,719,807    $5,017,037    $6,358,827    $7,644,553
     Profit Margin                                   28.17%        34.63%        35.11%        35.60%           35.67%
                                                                    - 57 -


                                             Sales, Operating Costs, and Profit Forecast


                       $25,000,000

                       $20,000,000

                       $15,000,000
                                                                                                   Sales
                       $10,000,000                                                                 Total Operating Costs

                           $5,000,000                                                              Net Profit


                                  $0
                                         1         2            3          4       5
                                                            Year




Income Statement Projections

 Proforma Profit and Loss (Common Size)
                       Year                             1              2               3                   4               5
 Sales                                             100.00%             100.00%         100.00%             100.00%         100.00%


 Operating Income                                  100.00%             100.00%         100.00%             100.00%         100.00%


 Expenses
 Payroll                                               9.29%               7.96%           7.96%               7.96%           7.96%
 Technical Maintenance and Repairs                     9.29%               7.11%           6.63%               6.05%           6.05%
 Leasing Payments                                      21.09%           18.08%         18.08%              18.08%              18.08%
 Premises Rental                                       1.95%               1.17%           0.93%               0.78%           0.68%
 Radios Traffic                                        1.53%               1.31%           1.31%               1.31%           1.31%
 Vehicle Tracking Systems                              0.93%               0.80%           0.80%               0.80%           0.80%
 Communication Expenses                                0.90%               0.77%           0.77%               0.77%           0.77%
 Marketing (for Drivers)                               5.05%               4.33%           4.33%               4.33%           4.33%
 Advertising (Radio Dispatch Services)                 7.17%               6.14%           6.14%               6.14%           6.14%
 Miscellaneous Costs                                   0.76%               0.65%           0.65%               0.65%           0.65%
 Payroll Taxes                                         0.00%               0.00%           0.00%               0.00%           0.00%
 Total Operating Costs                                 57.95%           48.32%         47.59%              46.86%              46.76%


 EBITA                                                 42.05%           51.68%         52.41%              53.14%              53.24%
 Federal Income Tax                                    13.88%           17.05%         17.29%              17.54%              17.57%
 State Income Tax                                      0.00%               0.00%           0.00%               0.00%           0.00%
 Interest Expense                                      0.00%               0.00%           0.00%               0.00%           0.00%


 Net Profit                                            28.17%           34.63%         35.11%              35.60%              35.67%
                                                                  - 58 -


Projected Cash Flow Analysis


    Proforma Cash Flow Analysis - Yearly
                 Year                   1               2              3               4            5
    Cash From Operations            $1,729,505       $3,719,807     $5,017,037      $6,358,827   $7,644,553
    Cash From Receivables                     $0             $0               $0           $0           $0
    Operating Cash Inflow           $1,729,505       $3,719,807     $5,017,037      $6,358,827   $7,644,553


    Other Cash Inflows
    Equity Investment               $3,000,000               $0               $0           $0           $0
    Increased Borrowings                      $0             $0               $0           $0           $0
    Sales of Business Assets                  $0             $0               $0           $0           $0
    A/P Increases                       $7,500         $13,500         $24,300        $43,740      $78,732
    Total Other Cash Inflows        $3,007,500         $13,500         $24,300        $43,740      $78,732


    Total Cash Inflow               $4,737,005       $3,733,307     $5,041,337      $6,402,567   $7,723,285


    Cash Outflows
    Repayment of Principal                    $0             $0               $0           $0           $0
    A/P Decreases                       $6,000         $10,800         $19,440        $34,992      $62,986
    A/R Increases                             $0             $0               $0           $0           $0
    Asset Purchases                 $2,720,000       $2,343,478     $2,577,826      $2,835,608   $3,119,169
    Dividends                        $605,327        $1,301,932     $1,755,963      $2,225,589   $2,675,594
    Total Cash Outflows             $3,331,327       $3,656,210     $4,353,229      $5,096,190   $5,857,749


    Net Cash Flow                   $1,405,678         $77,096        $688,108      $1,306,377   $1,865,537
    Cash Balance                    $1,405,678       $1,482,774     $2,170,882      $3,477,260   $5,342,796

                                                 2
    Proforma Per Share Dividend Distribution
                    Year                     1           2             3               4            5
    Total Dividend Distributions       $605,327      $1,301,932     $1,755,963      $2,225,589   $2,675,594
    Dividend Per Share                      $0.010       $0.022            $0.029       $0.037       $0.045
    Dividend Return On Investment           10.09%      21.70%         29.27%          37.09%       44.59%




2
 Please note that this proforma per share dividend distribution and ROI model assumes that an investor purchased shares at a
price of $0.10 during the initial capital raising period.
                                                                  - 59 -

Projected Pro-forma Balance Sheet

 Proforma Balance Sheet - Yearly
                     Year                        1            2                   3             4               5
 Assets
 Cash                                     $1,405,678       $1,482,774          $2,170,882    $3,477,260     $5,342,796
 Amortized Development Costs                   $175,000     $292,174            $421,065      $562,846       $718,804
 FF&E                                          $100,000     $451,522            $838,196     $1,263,537     $1,731,412
 Vehicles                                 $2,535,000       $4,409,782          $6,472,043    $8,740,530   $11,235,865
 Accumulated Depreciation                     ($187,333)   ($374,667)          ($562,000)    ($749,333)     ($936,667)
 Total Assets                             $4,028,345       $6,261,585          $9,340,186   $13,294,839   $18,092,212


 Liabilities and Equity
 Accounts Payable                                $1,500       $4,200              $9,060       $17,808         $33,554
 Long Term Liabilities                                $0            $0                $0             $0             $0
 Other Liabilities                                    $0            $0                $0             $0             $0
 Total Liabilities                               $1,500       $4,200              $9,060       $17,808         $33,554


 Net Worth                                $4,026,845       $6,257,385          $9,331,126   $13,277,031   $18,058,657
 Total Liabilities and Equity             $4,028,345       $6,261,585          $9,340,186   $13,294,839   $18,092,212



                                                     Proforma Balance Sheet

                            $20,000,000
                            $18,000,000
                            $16,000,000
                            $14,000,000
                            $12,000,000
                            $10,000,000                                                             Total Assets
                             $8,000,000                                                             Total Liabilities
                             $6,000,000                                                             Net Worth
                             $4,000,000
                             $2,000,000
                                     $0
                                          1           2       3            4           5
                                                            Year
                                                                              - 60 -

Breakeven Analysis

     Monthly Break Even Analysis
                  Year                       1                       2                   3                   4                      5
     Monthly Revenue                        $296,463             $432,594              $566,681           $697,465             $835,221
     Yearly Revenue                        $3,557,550          $5,191,125          $6,800,174         $8,369,575             $10,022,653


                         Break Even Analysis

    $12,000,000
    $10,000,000
     $8,000,000
     $6,000,000
                                                          Monthly Revenue
     $4,000,000
     $2,000,000                                           Yearly Revenue
             $0
                    1      2     3     4    5
                                Year




Business Ratios

            Business Ratios - Yearly
                         Year                    1              2                  3                  4                  5
            Sales
            Sales Growth                         0.0%           75.0%              33.0%             25.0%              20.0%
            Gross Margin                    100.0%             100.0%             100.0%             100.0%             100.0%


            Financials
            Profit Margin                   28.17%             34.63%             35.11%             35.60%             35.67%
            Assets to Liabilities          2685.56             1490.85            1030.93            746.57             539.19
            Equity to Liabilities          2684.56             1489.85            1029.93            745.57             538.19
            Assets to Equity                     1.00               1.00               1.00               1.00               1.00


            Liquidity
            Acid Test                        937.12             353.04             239.61            195.26             159.23
            Cash to Assets                       0.35               0.24               0.23               0.26               0.30



General Assumptions

       General Assumptions
                         Year                        1                   2                3                  4                  5
       Federal Tax Rate                              33.0%               33.0%            33.0%              33.0%              33.0%
       State Tax Rate3                                  0.0%               0.0%               0.0%               0.0%               0.0%




3
 As the business is registered as a C corporation in the State of Delaware, there are no state income taxes to be paid on the
corporate taxation level.
                                                         - 61 -

                                          Expanded Profit and Loss Statement


Profit and Loss Statement (First Year)
                   Months                 1          2              3          4          5          6          7
Sales                                    $99,000   $198,000       $312,000   $412,200   $539,700   $654,000   $654,000


Operating Income                         $99,000   $198,000       $312,000   $412,200   $539,700   $654,000   $654,000


Expenses
Payroll                                  $10,000    $20,000        $30,000    $40,000    $50,000    $60,000    $60,000
Technical Maintenance and Repairs        $10,000    $20,000        $30,000    $40,000    $50,000    $60,000    $60,000
Leasing Payments                         $22,500    $45,000        $67,500    $90,000   $125,000   $135,000   $135,000
Premises Rental                          $10,000    $10,000        $10,000    $10,000    $10,000    $10,000    $10,000
Radios Traffic                            $1,650     $3,300         $4,950     $6,600     $8,250     $9,900     $9,900
Vehicle Tracking Systems                  $1,000     $2,000         $3,000     $4,000     $5,000     $6,000     $6,000
Communication Expenses                    $2,000     $3,000         $5,000     $5,000     $5,000     $5,000     $5,000
Marketing (for Drivers)                  $10,000    $15,000        $20,000    $25,000    $30,000    $30,000    $30,000
Advertising (Radio Dispatch Services)    $10,000    $15,000        $20,000    $25,000    $30,000    $40,000    $50,000
Miscellaneous Costs                       $1,000     $1,500         $2,000     $3,000     $4,000     $5,000     $5,000
Payroll Taxes                                 $0         $0             $0         $0         $0         $0         $0
Total Operating Costs                    $78,150   $134,800       $192,450   $248,600   $317,250   $360,900   $370,900


EBITA                                    $20,850    $63,200       $119,550   $163,600   $222,450   $293,100   $283,100
Federal Income Tax                       $13,737    $27,475        $43,294    $57,198    $74,890    $90,750    $90,750
State Income Tax                              $0         $0             $0         $0         $0         $0         $0
Interest Expense                              $0         $0             $0         $0         $0         $0         $0


Net Profit                                $7,113    $35,725        $76,256   $106,402   $147,560   $202,350   $192,350
                                                                 - 62 -


Profit and Loss Statement (First Year Cont.)
Month                                             8          9             10         11         12            1
Sales                                          $654,000    $654,000       $654,000   $654,000   $654,000   $6,138,900


Operating Income                               $654,000    $654,000       $654,000   $654,000   $654,000   $6,138,900


Expenses
Payroll                                         $60,000     $60,000        $60,000    $60,000    $60,000    $570,000
Technical Maintenance and Repairs               $60,000     $60,000        $60,000    $60,000    $60,000    $570,000
Leasing Payments                               $135,000    $135,000       $135,000   $135,000   $135,000   $1,295,000
Premises Rental                                 $10,000     $10,000        $10,000    $10,000    $10,000    $120,000
Radios Traffic                                   $9,900      $9,900         $9,900     $9,900     $9,900     $94,050
Vehicle Tracking Systems                         $6,000      $6,000         $6,000     $6,000     $6,000     $57,000
Communication Expenses                           $5,000      $5,000         $5,000     $5,000     $5,000     $55,000
Marketing (for Drivers)                         $30,000     $30,000        $30,000    $30,000    $30,000    $310,000
Advertising (Radio Dispatch Services)           $50,000     $50,000        $50,000    $50,000    $50,000    $440,000
Miscellaneous Costs                              $5,000      $5,000         $5,000     $5,000     $5,000     $46,500
Payroll Taxes                                         $0         $0             $0         $0         $0           $0
Total Operating Costs                          $370,900    $370,900       $370,900   $370,900   $370,900   $3,557,550


EBITA                                          $283,100    $283,100       $283,100   $283,100   $283,100   $2,581,350
Federal Income Tax                              $90,750     $90,750        $90,750    $90,750    $90,750    $851,846
State Income Tax                                      $0         $0             $0         $0         $0           $0
Interest Expense                                      $0         $0             $0         $0         $0           $0


Net Profit                                     $192,350    $192,350       $192,350   $192,350   $192,350   $1,729,505
                                                           - 63 -


Profit and Loss Statement (Second Year)
                                                           2
Quarter                                      Q1           Q2           Q3           Q4            2
Sales                                     $2,148,615   $2,685,769   $2,900,630   $3,008,061   $10,743,075


Operating Income                          $2,148,615   $2,685,769   $2,900,630   $3,008,061   $10,743,075


Expenses
Payroll                                    $171,000     $213,750     $230,850     $239,400      $855,000
Technical Maintenance and Repairs          $152,760     $190,950     $206,226     $213,864      $763,800
Leasing Payments                           $388,500     $485,625     $524,475     $543,900     $1,942,500
Premises Rental                             $25,200      $31,500      $34,020      $35,280      $126,000
Radios Traffic                              $28,215      $35,269      $38,090      $39,501      $141,075
Vehicle Tracking Systems                    $17,100      $21,375      $23,085      $23,940       $85,500
Communication Expenses                      $16,500      $20,625      $22,275      $23,100       $82,500
Marketing (for Drivers)                     $93,000     $116,250     $125,550     $130,200      $465,000
Advertising (Radio Dispatch Services)      $132,000     $165,000     $178,200     $184,800      $660,000
Miscellaneous Costs                         $13,950      $17,438      $18,833      $19,530       $69,750
Total Operating Costs                     $1,038,225   $1,297,781   $1,401,604   $1,453,515    $5,191,125


EBITA                                     $1,110,390   $1,387,988   $1,499,027   $1,554,546    $5,551,950
Federal Income Tax                         $366,429     $458,036     $494,679     $513,000     $1,832,144
State Income Tax                                  $0           $0           $0           $0           $0
Interest Expense                                  $0           $0           $0           $0           $0


Net Profit                                 $743,961     $929,952    $1,004,348   $1,041,546    $3,719,807
                                                          - 64 -


Profit and Loss Statement (Third Year)
                                                          3
Quarter                                     Q1           Q2           Q3           Q4            3
Sales                                    $2,857,658   $3,572,072   $3,857,838   $4,000,721   $14,288,290


Operating Income                         $2,857,658   $3,572,072   $3,857,838   $4,000,721   $14,288,290


Expenses
Payroll                                   $227,430     $284,288     $307,031     $318,402     $1,137,150
Technical Maintenance and Repairs         $189,422     $236,778     $255,720     $265,191      $947,112
Leasing Payments                          $516,705     $645,881     $697,552     $723,387     $2,583,525
Premises Rental                            $26,460      $33,075      $35,721      $37,044      $132,300
Radios Traffic                             $37,526      $46,907      $50,660      $52,536      $187,630
Vehicle Tracking Systems                   $22,743      $28,429      $30,703      $31,840      $113,715
Communication Expenses                     $21,945      $27,431      $29,626      $30,723      $109,725
Marketing (for Drivers)                   $123,690     $154,613     $166,982     $173,166      $618,450
Advertising (Radio Dispatch Services)     $175,560     $219,450     $237,006     $245,784      $877,800
Miscellaneous Costs                        $18,554      $23,192      $25,047      $25,975       $92,768
Payroll Taxes                                    $0           $0           $0           $0           $0
Total Operating Costs                    $1,360,035   $1,700,044   $1,836,047   $1,904,049    $6,800,174


EBITA                                    $1,497,623   $1,872,029   $2,021,791   $2,096,672    $7,488,116
Federal Income Tax                        $494,216     $617,770     $667,191     $691,902     $2,471,078
State Income Tax                                 $0           $0           $0           $0           $0
Interest Expense                                 $0           $0           $0           $0           $0


Net Profit                               $1,003,407   $1,254,259   $1,354,600   $1,404,770    $5,017,037
                                                           - 65 -


Profit and Loss Statement (Fourth Year)
                                                           4
Quarter                                      Q1           Q2           Q3           Q4            4
Sales                                     $3,572,072   $4,465,091   $4,822,298   $5,000,901   $17,860,362


Operating Income                          $3,572,072   $4,465,091   $4,822,298   $5,000,901   $17,860,362


Expenses
Payroll                                    $284,288     $355,359     $383,788     $398,003     $1,421,438
Technical Maintenance and Repairs          $215,942     $269,927     $291,521     $302,318     $1,079,708
Leasing Payments                           $645,881     $807,352     $871,940     $904,234     $3,229,406
Premises Rental                             $27,783      $34,729      $37,507      $38,896      $138,915
Radios Traffic                              $46,907      $58,634      $63,325      $65,670      $234,537
Vehicle Tracking Systems                    $28,429      $35,536      $38,379      $39,800      $142,144
Communication Expenses                      $27,431      $34,289      $37,032      $38,404      $137,156
Marketing (for Drivers)                    $154,613     $193,266     $208,727     $216,458      $773,063
Advertising (Radio Dispatch Services)      $219,450     $274,313     $296,258     $307,230     $1,097,250
Miscellaneous Costs                         $23,192      $28,990      $31,309      $32,469      $115,959
Payroll Taxes                                     $0           $0           $0           $0           $0
Total Operating Costs                     $1,673,915   $2,092,394   $2,259,785   $2,343,481    $8,369,575


EBITA                                     $1,898,157   $2,372,697   $2,562,512   $2,657,420    $9,490,787
Federal Income Tax                         $626,392     $782,990     $845,629     $876,949     $3,131,960
State Income Tax                                  $0           $0           $0           $0           $0
Interest Expense                                  $0           $0           $0           $0           $0


Net Profit                                $1,271,765   $1,589,707   $1,716,883   $1,780,472    $6,358,827
                                                          - 66 -


Profit and Loss Statement (Fifth Year)
                                                          5
Quarter                                     Q1           Q2           Q3           Q4            5
Sales                                    $4,286,487   $5,358,109   $5,786,757   $6,001,082   $21,432,435


Operating Income                         $4,286,487   $5,358,109   $5,786,757   $6,001,082   $21,432,435


Expenses
Payroll                                   $341,145     $426,431     $460,546     $477,603     $1,705,725
Technical Maintenance and Repairs         $259,130     $323,912     $349,825     $362,782     $1,295,649
Leasing Payments                          $775,058     $968,822    $1,046,328   $1,085,081    $3,875,288
Premises Rental                            $29,172      $36,465      $39,382      $40,841      $145,861
Radios Traffic                             $56,289      $70,361      $75,990      $78,804      $281,445
Vehicle Tracking Systems                   $34,115      $42,643      $46,055      $47,760      $170,573
Communication Expenses                     $32,918      $41,147      $44,439      $46,085      $164,588
Marketing (for Drivers)                   $185,535     $231,919     $250,472     $259,749      $927,675
Advertising (Radio Dispatch Services)     $263,340     $329,175     $355,509     $368,676     $1,316,700
Miscellaneous Costs                        $27,830      $34,788      $37,571      $38,962      $139,151
Payroll Taxes                                    $0           $0           $0           $0           $0
Total Operating Costs                    $2,004,531   $2,505,663   $2,706,116   $2,806,343   $10,022,653


EBITA                                    $2,281,956   $2,852,445   $3,080,641   $3,194,739   $11,409,781
Federal Income Tax                        $753,046     $941,307    $1,016,612   $1,054,264    $3,765,228
State Income Tax                                 $0           $0           $0           $0           $0
Interest Expense                                 $0           $0           $0           $0           $0


Net Profit                               $1,528,911   $1,911,138   $2,064,029   $2,140,475    $7,644,553
                                                                  - 67 -


Expanded Cash Flow Analysis

Cash Flow Analysis (First Year)
            Month                     1            2          3              4            5            6           7              8
Cash From Operations                 $7,113       $35,725    $76,256       $106,402     $147,560     $202,350    $192,350      $192,350
Cash From Receivables                      $0          $0          $0             $0           $0          $0           $0             $0
Operating Cash Inflow                $7,113       $35,725    $76,256       $106,402     $147,560     $202,350    $192,350      $192,350


Other Cash Inflows
Equity Investment                 $3,000,000           $0          $0             $0           $0          $0           $0             $0
Increased Borrowings                       $0          $0          $0             $0           $0          $0           $0             $0
Sales of Business Assets                   $0          $0          $0             $0           $0          $0           $0             $0
A/P Increases                             $625      $625       $625              $625         $625      $625           $625           $625
Total Other Cash Inflows          $3,000,625        $625       $625              $625         $625      $625           $625           $625


Total Cash Inflow                 $3,007,738      $36,350    $76,881       $107,027     $148,185     $202,975    $192,975      $192,975


Cash Outflows
Repayment of Principal                     $0          $0          $0             $0           $0          $0           $0             $0
A/P Decreases                             $500      $500       $500              $500         $500      $500           $500           $500
A/R Increases                              $0          $0          $0             $0           $0          $0           $0             $0
Asset Purchases                   $2,720,000           $0          $0             $0           $0          $0           $0             $0
Dividends                                  $0          $0          $0             $0           $0          $0           $0             $0
Total Cash Outflows               $2,720,500        $500       $500              $500         $500      $500           $500           $500


Net Cash Flow                      $287,238       $35,850    $76,381       $106,527     $147,685     $202,475    $192,475      $192,475
Cash Balance                       $287,238      $323,088   $399,469       $505,996     $653,682     $856,156   $1,048,631    $1,241,106
                                                            - 68 -


Cash Flow Analysis (First Year Cont.)
            Month                  9              10            11             12           1
Cash From Operations            $192,350        $192,350      $192,350       $192,350    $1,729,505
Cash From Receivables                    $0            $0             $0            $0          $0
Operating Cash Inflow           $192,350        $192,350      $192,350       $192,350    $1,729,505


Other Cash Inflows
Equity Investment                        $0            $0             $0            $0   $3,000,000
Increased Borrowings                     $0            $0             $0            $0          $0
Sales of Business Assets                 $0            $0             $0            $0          $0
A/P Increases                           $625        $625             $625        $625       $7,500
Total Other Cash Inflows                $625        $625             $625        $625    $3,007,500


Total Cash Inflow               $192,975        $192,975      $192,975       $192,975    $4,737,005


Cash Outflows
Repayment of Principal                   $0            $0             $0            $0          $0
A/P Decreases                           $500        $500             $500        $500       $6,000
A/R Increases                            $0            $0             $0            $0          $0
Asset Purchases                          $0            $0             $0            $0   $2,720,000
Dividends                                $0            $0             $0     $605,327     $605,327
Total Cash Outflows                     $500        $500             $500    $605,827    $3,331,327


Net Cash Flow                   $192,475        $192,475      $192,475       -$412,852   $1,405,678
Cash Balance                   $1,433,580      $1,626,055   $1,818,530      $1,405,678   $1,405,678
                                                          - 69 -


Cash Flow Analysis (Second Year)
                                                 2
Quarter                            Q1           Q2            Q3           Q4           2
Cash From Operations          $743,961        $929,952    $1,004,348    $1,041,546   $3,719,807
Cash From Receivables                   $0           $0            $0           $0          $0
Operating Cash Inflow         $743,961        $929,952    $1,004,348    $1,041,546   $3,719,807


Other Cash Inflows
Equity Investment                       $0           $0            $0           $0          $0
Increased Borrowings                    $0           $0            $0           $0          $0
Sales of Business Assets                $0           $0            $0           $0          $0
A/P Increases                       $2,700      $3,375        $3,645       $3,780      $13,500
Total Other Cash Inflows            $2,700      $3,375        $3,645       $3,780      $13,500


Total Cash Inflow             $746,661        $933,327    $1,007,993    $1,045,326   $3,733,307


Cash Outflows
Repayment of Principal                  $0           $0            $0           $0          $0
A/P Decreases                       $2,160      $2,700        $2,916       $3,024      $10,800
A/R Increases                           $0           $0            $0           $0          $0
Asset Purchases               $468,696        $585,870      $632,739     $656,174    $2,343,478
Dividends                     $260,386        $325,483      $351,522     $364,541    $1,301,932
Total Cash Outflows           $731,242        $914,053      $987,177    $1,023,739   $3,656,210


Net Cash Flow                      $15,419     $19,274       $20,816      $21,587      $77,096
Cash Balance                 $1,421,097      $1,440,371   $1,461,187    $1,482,774   $1,482,774
                                                          - 70 -


Cash Flow Analysis (Third Year)
                                                 3
Quarter                            Q1           Q2            Q3           Q4           3
Cash From Operations          $1,003,407     $1,254,259   $1,354,600    $1,404,770   $5,017,037
Cash From Receivables                   $0           $0            $0           $0          $0
Operating Cash Inflow         $1,003,407     $1,254,259   $1,354,600    $1,404,770   $5,017,037


Other Cash Inflows
Equity Investment                       $0           $0            $0           $0          $0
Increased Borrowings                    $0           $0            $0           $0          $0
Sales of Business Assets                $0           $0            $0           $0          $0
A/P Increases                       $4,860      $6,075        $6,561       $6,804      $24,300
Total Other Cash Inflows            $4,860      $6,075        $6,561       $6,804      $24,300


Total Cash Inflow             $1,008,267     $1,260,334   $1,361,161    $1,411,574   $5,041,337


Cash Outflows
Repayment of Principal                  $0           $0            $0           $0          $0
A/P Decreases                       $3,888      $4,860        $5,249       $5,443      $19,440
A/R Increases                           $0           $0            $0           $0          $0
Asset Purchases                   $515,565    $644,456      $696,013     $721,791    $2,577,826
Dividends                         $351,193    $438,991      $474,110     $491,670    $1,755,963
Total Cash Outflows               $870,646   $1,088,307   $1,175,372    $1,218,904   $4,353,229


Net Cash Flow                     $137,622    $172,027      $185,789     $192,670     $688,108
Cash Balance                  $1,620,396     $1,792,423   $1,978,212    $2,170,882   $2,170,882
                                                          - 71 -


Cash Flow Analysis (Fourth Year)
                                                 4
Quarter                            Q1           Q2            Q3           Q4           4
Cash From Operations          $1,271,765     $1,589,707   $1,716,883    $1,780,472   $6,358,827
Cash From Receivables                   $0           $0            $0           $0          $0
Operating Cash Inflow         $1,271,765     $1,589,707   $1,716,883    $1,780,472   $6,358,827


Other Cash Inflows
Equity Investment                       $0           $0            $0           $0          $0
Increased Borrowings                    $0           $0            $0           $0          $0
Sales of Business Assets                $0           $0            $0           $0          $0
A/P Increases                      $8,748      $10,935       $11,810      $12,247      $43,740
Total Other Cash Inflows           $8,748      $10,935       $11,810      $12,247      $43,740


Total Cash Inflow             $1,280,513     $1,600,642   $1,728,693    $1,792,719   $6,402,567


Cash Outflows
Repayment of Principal                  $0           $0            $0           $0          $0
A/P Decreases                      $6,998       $8,748        $9,448       $9,798      $34,992
A/R Increases                           $0           $0            $0           $0          $0
Asset Purchases                $567,122       $708,902      $765,614     $793,970    $2,835,608
Dividends                      $445,118       $556,397      $600,909     $623,165    $2,225,589
Total Cash Outflows           $1,019,238     $1,274,047   $1,375,971    $1,426,933   $5,096,190


Net Cash Flow                  $261,275       $326,594      $352,722     $365,786    $1,306,377
Cash Balance                  $2,432,158     $2,758,752   $3,111,474    $3,477,260   $3,477,260
                                                            - 72 -


Cash Flow Analysis (Fifth Year)
                                                   5
Quarter                              Q1           Q2            Q3           Q4           5
Cash From Operations              $1,528,911   $1,911,138   $2,064,029    $2,140,475   $7,644,553
Cash From Receivables                     $0           $0            $0           $0          $0
Operating Cash Inflow             $1,528,911   $1,911,138   $2,064,029    $2,140,475   $7,644,553


Other Cash Inflows
Equity Investment                         $0           $0            $0           $0          $0
Increased Borrowings                      $0           $0            $0           $0          $0
Sales of Business Assets                  $0           $0            $0           $0          $0
A/P Increases                       $15,746      $19,683       $21,258      $22,045      $78,732
Total Other Cash Inflows            $15,746      $19,683       $21,258      $22,045      $78,732


Total Cash Inflow                 $1,544,657   $1,930,821   $2,085,287    $2,162,520   $7,723,285


Cash Outflows
Repayment of Principal                    $0           $0            $0           $0          $0
A/P Decreases                       $12,597      $15,746       $17,006      $17,636      $62,986
A/R Increases                             $0           $0            $0           $0          $0
Asset Purchases                    $623,834     $779,792      $842,176     $873,367    $3,119,169
Dividends                          $535,119     $668,898      $722,410     $749,166    $2,675,594
Total Cash Outflows               $1,171,550   $1,464,437   $1,581,592    $1,640,170   $5,857,749


Net Cash Flow                      $373,107     $466,384      $503,695     $522,350    $1,865,537
Cash Balance                      $3,850,367   $4,316,751   $4,820,446    $5,342,796   $5,342,796
             - 73 -


Exhibit C – Corporate Documents
- 74 -
- 75 -
- 76 -
- 77 -
                                                       - 78 -


                            Metropolitan Global Taxicab Corp.
                                          Subscription Agreement
Metropolitan Global Taxicab Corp.
350 Fifth Ave., 59th Floor
New York, New York 10118

Gentlemen:

You have informed the undersigned (the “Purchaser”) that Metropolitan Global Taxicab Corp., a Delaware
corporation, (the “Company”) wishes to raise a minimum of Two Hundred and Thirty Thousand Dollars ($230,000)
and a maximum of Three Million Eight Hundred Thousand Dollars ($3,800,000) from various persons by selling up
to 38,000,000 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), at a price of Ten Cents
($0.10) per Share.

I have received, read, and understand the Limited Offering Memorandum dated February 1, 2012 (the
“Memorandum”). I further understand that my rights and responsibilities as a Purchaser will be governed by the
terms and conditions of this Subscription Agreement, the Memorandum and the Shares (the “Share Documents”).
I understand that you will rely on the following information to confirm that I am an “Accredited Investor”, as
defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that
I am qualified to be a Purchaser.

This Subscription Agreement is one of a number of such subscriptions for Shares. By signing this Subscription
Agreement, I offer to purchase and subscribe from the Company the number of Shares set forth below on the
terms specified herein. The Company reserves the right, in its complete discretion, to reject any subscription offer
or to reduce the number of Shares allotted to me. If this offer is accepted, the Company will execute a copy of
this Subscription Agreement and return it to me. I understand that commencing on the date of this Memorandum
all funds received by the Company in full payment of subscriptions for Shares will be deposited in an escrow
account. The Company has set a minimum offering proceeds figure of $230,000 for this Offering. The Company
has established an Investment Holding Account with Wells Fargo, into which the minimum offering proceeds will
be placed. At least 2,300,000 Shares must be sold for $230,000 before such proceeds will be released from the
escrow account and utilized by the Company. After the minimum number of Shares are sold, all proceeds from
the sale of Shares will be delivered directly to the Company and be available for its use.

1. Accredited Investor. I am an Accredited Investor because I qualify within one of the following categories.
Please Check The Appropriate Category:

   $1,000,000 Net Worth.
A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his
purchase exceeds $1,000,000 excluding the value of the individual’s primary residence.


                                                                                                  ______________
                                                                                                 Purchaser’s Initials
                                                              - 79 -


          $200,000/$300,000 Income.
      A natural person who had an individual income in excess of $200,000 (including contributions to qualified
      employee benefit plans) or joint income with such person’s spouse in excess of $300,000 per year in each of the
      two most recent years and who reasonably expects to attain the same individual or joint levels of income
      (including such contributions) in the current year.

       Director or Officer of Issuer.
      Any director or executive officer of the Company

       All Equity Owners In Entity Are Accredited.
      An entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the equity owners are Accredited Investors
      as defined herein.

       Corporation.
      A corporation not formed for the specific purpose of acquiring the Shares offered, with total assets in excess of
      $5,000,000.

       Other Accredited Investor.
      Any natural person or entity which qualifies as an Accredited Investor pursuant to Rule 501(a) of Regulation D
      promulgated under the Act; specify basis for qualification:

      ________________________________________________________________________

      ________________________________________________________________________

      ________________________________________________________________________


      2. Representations and Warranties. I represent and warrant to the Company that:

      (a) I (i) have adequate means of providing for my current needs and possible contingencies and I have no need for
      liquidity of my investment in the Shares, (ii) can bear the economic risk of losing the entire amount of my
      investment in Shares, and (iii) have such knowledge and experience that I am capable of evaluating the relative
      risks and merits of this investment; (iv) the purchase of Shares is consistent, in both nature and amount, with my
      overall investment program and financial condition.

(b)          The address set forth below is my true and correct residence, and I have no intention of becoming a
      resident of any other state or jurisdiction.

(c)         I have not utilized the services of a “Purchaser Representative” (as defined in Regulation D promulgated
      under the Securities Act) because I am a sophisticated, experienced investor, capable of determining and
      understanding the risks and merits of this investment.

                                                                                                          ______________
                                                                                                         Purchaser’s Initials
                                                              - 80 -

      (d) I have received and read, and am familiar with the Share Documents, including the Memorandum and the
      forms of certificate for Shares. All documents, records and books pertaining to the Company and the Shares
      requested by me, including all pertinent records of the Company, financial and otherwise, have been made
      available or delivered to me.

      (e) I have had the opportunity to ask questions of and receive answers from the Company’s officers and
      representatives concerning the Company’s affairs generally and the terms and conditions of my proposed
      investment in the Shares.

      (f) I understand the risks implicit in the business of the Company. Among other things, I understand that there can
      be no assurance that the Company will be successful in obtaining the funds necessary for its success. If only a
      fraction of the maximum amount of the Offering is raised, the Company may not be able to expand as rapidly as
      anticipated, and proceeds from this Offering may not be sufficient for the Company’s long term needs.

      (g) Other than as set forth in the Memorandum, no person or entity has made any representation or warranty
      whatsoever with respect to any matter or thing concerning the Company and this Offering, and I am purchasing
      the Shares based solely upon my own investigation and evaluation.

(h)          I understand that no Shares have been registered under the Securities Act, nor have
      they been registered pursuant to the provisions of the securities or other laws of applicable jurisdictions.

      (i) The Shares for which I subscribe are being acquired solely for my own account, for investment and are not
      being purchased with a view to or for their resale or distribution. In order to induce the Company to sell Shares to
      me, the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the Shares by
      anyone but me.

      (j) I am aware of the following:

                      (i) The Shares are a speculative investment which involves a high degree of risk; and

      (ii) My investment in the Shares is not readily transferable; it may not be possible for me to liquidate my
      investment.

      (iii) The financial statements of the Company have merely been compiled, and have not been reviewed or audited.

      (iv) There are substantial restrictions on the transferability of the Shares registered under the Securities Act; and

      (v) No federal or state agency has made any finding or determination as to the fairness of the Shares for public
      investment nor any recommendation or endorsement of the Shares;

      (k) Except as set forth in the Memorandum, none of the following information has ever been represented,
      guaranteed, or warranted to me expressly or by implication, by any broker, the Company, or agents or employees
      of the foregoing, or by any other person:

              (i) The appropriate or exact length of time that I will be required to hold the Shares;

                                                                                                          ______________
                                                                                                         Purchaser’s Initials
                                                              - 81 -



              (ii) The percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as
     a result of an investment in the Shares; or

             (iii) That the past performance or experience of the Company, or associates, agents, affiliates, or
     employees of the Company or any other person, will in any way indicate or predict economic results in connection
     with the purchase of Shares;
             (iv) The amount of dividends or distributions that the Company will make;

     (l) I have not distributed the Memorandum to anyone, no other person has used the Memorandum, and I have
     made no copies of the Memorandum; and

     (m) I hereby agree to indemnify and hold harmless the Company, its officers, directors, and representatives from
     and against any and all liability, damage, cost or expense, including reasonable attorneys fees, incurred on
     account of or arising out of:
             (i) Any inaccuracy in the declarations, representations, and warranties set forth above;

            (ii) The disposition of any of the Shares by me which is contrary to the foregoing declarations,
     representations, and warranties; and

     (iii) Any action, suit or proceeding based upon (1) the claim that said declarations, representations, or warranties
     were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company; or (2) the
     disposition of any of the Shares.

     (n) By entering into this Subscription Agreement, I acknowledge that the Company is relying on the truth and
     accuracy of my representations.

     The foregoing representation and warranties are true and accurate as of the date hereof, shall be true and
     accurate as of the date of the delivery of the funds to the Company and shall survive such delivery. If, in any
     respect, such representations and warranties are not true and accurate prior to delivery of the funds, I will give
     written notice of the fact to the Company, specifying which representations and warranties are not true and
     accurate and the reasons therefor.

3.          Transferability. I understand that I may sell or otherwise transfer my Shares only if registered under the
     Securities Act or I provide the Company with an opinion of counsel acceptable to the Company to the effect that
     such sale or other transfer may be made in absence of registration under the Securities Act. I have no right to
     cause the Company to register the Shares. Any certificates or other documents representing my Shares will
     contain a restrictive legend reflecting this restriction, and stop transfer instructions will apply to my Shares.

     4. Indemnification. I understand the meaning and legal consequences of the representations and warranties
     contained in Paragraph 2 hereof, and I will indemnify and hold harmless the Company, its officers, directors, and
     representatives involved in the offer or sale of the Shares to me, as well as each of the managers and
     representatives, employees and agents and other controlling persons of each of them, from and against any and
     all loss, damage or liability due to or arising out of a breach of any representation or warranty of mine contained
     in this Subscription Agreement.
                                                                                                      ________________
                                                                                                       Purchaser’s Initials
                                                     - 82 -

5. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by me
hereunder and this Subscription Agreement shall survive my death or disability.

6. Termination of Agreement. If this subscription is rejected by the Company, then this Subscription Agreement
shall be null and void and of no further force and effect, no party shall have any rights against any other party
hereunder, and the Company shall promptly return to me the funds delivered with this Subscription Agreement.

7. Miscellaneous.

(a) This Subscription Agreement shall be governed by and construed in accordance with the substantive law of
the State of Delaware.

(b) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and may be amended only in writing     and executed by all parties.

8. Ownership Information. Please print here the total number of Shares to be purchased, and the exact name(s)
in which the Shares will be registered.
Total Shares:_________________

Name(s):_____________________________________________________________
Single Person
Husband and Wife, as community property
Joint Tenants (with right of survivorship)
Tenants in Common
A Married Person as separate property
Corporation or other organization
A Partnership
Trust
IRA
 Tax-Qualified Retirement Plan
       (i) Trustee(s)/ Custodian_________________________________________
       (ii) Trust Date_________________________________________________
       (iii) Name of Trust_____________________________________________
       (iv) For the Benefit of___________________________________________

 Other:________________________________________________________
             (please explain)

Social Security or Tax I.D.#:____________________________________________




                                                                                               ______________
                                                                                              Purchaser’s Initials
                                                       - 83 -

Residence Address:

_____________________________________________________________________
      Street Address

_____________________________________________________________________
      City                  State        Zip


Mailing Address: (Complete only if different from residence)

_____________________________________________________________________
       Street Address (If P.O.Box, include address for surface delivery if different than
                     residence)

_____________________________________________________________________
       City                  State        Zip

Phone Numbers

Home: (_______)_____________________

Business: (_______)___________________

Facsimile: (_______)___________________


9. Date and Signatures. Dated ______________________________, 2012.


Signatures                                Purchaser Name (Print)


____________________________               ____________________________


___________________________               ____________________________
(Each co-owner or joint owner must sign - Names must be signed exactly as listed under “Purchaser Name”)

ACCEPTED:

Metropolitan Global Taxicab Corp.

By:________________________________           Dated:______________________, 2012
   Rouslan Adamovsky
   President
                                                                                             ______________
                                                                                            Purchaser’s Initials
                                                     - 84 -


                                  Metropolitan Global Taxicab Corp.
                                     Investor Suitability Questionnaire


To: Prospective purchasers of Shares of Common Stock (the “Shares”) offered by Metropolitan Global Taxicab
Corp. (the “Company”).

The Purpose of this Questionnaire is to solicit certain information regarding your financial status to determine
whether you are an “Accredited Investor,” as defined under applicable federal and state securities laws, and
otherwise meet the suitability criteria established by the Company for purchasing Shares. This questionnaire is
not an offer to sell securities.

Your answers will be kept as confidential as possible. You agree, however, that this Questionnaire may be shown
to such persons as the Company deems appropriate to determine your eligibility as an Accredited Investor or to
ascertain your general suitability for investing in the Shares.

                    Please answer all questions completely and execute the signature page

A. Personal

       1. Name:___________________________________________________

       2. Address of Principal Residence:_________________________________

       ___________________________________________ County:__________

       3. Residence Telephone: (______)_____________________

       4. Where are you registered to vote?________________________________

       5. Your driver’s license is issued by the following state:_________________

        6. Other Residences or Contacts: Please identify any other state where you own a residence, are
registered to vote, pay income taxes, hold a driver’s license or have any other contacts, and describe your
connection with such state:

       ___________________________________________________________

       ___________________________________________________________

       7. Please send all correspondence to:

       (1)_____ Residence Address (as set forth in item A-2)

       (2)_____ Business Address (as set forth in item B-1)

8. Date of Birth:_________________________________________________
                                                          - 85 -



9. Citzenship:___________________________________________________

10. Social Security or Tax I.D. #:_____________________________________


B. Occupations and Income

        1. Occupation:____________________________________________

                 (a) Business Address:_________________________________

                 __________________________________________________

                 (b) Business Telephone Number: (______)_________________

        2. Gross income during each of the last two years exceeded:

                 (1)    $25,000          (2)       $50,000

                 (3)    $100,000         (4)       $200,000
        3. Joint gross income with spouse during each of the last two years exceeded $300,000

                 (1)    Yes            (2)    No
        4. Estimated gross income during current year exceeds:

                 (1)    $25,000          (2)       $50,000

                 (3)    $100,000            (4)    $200,000
        5. Estimated joint gross income with spouse during current year exceeds $300,000

                 (1)   Yes            (2)    No
C. Net Worth

       1. Current net worth or joint net worth with spouse (note that “net worth” includes all of the assets
owned by you and your spouse in excess of total liabilities, excluding the fair market value of your principal
residence.)

        (1)   $50,000-$100,000 (2) $100,000-$250,000 (3) $250,000-$500,000
        (4)   $500,000-$750,000 (5) $750,000-$1,000,000 (6) over $1,000,000
                                                           - 86 -

2. Current value of liquid assets (cash, freely marketable securities, cash surrender value of life insurance policies,
and other items easily convertible into cash) is sufficient to provide for current needs and possible personal
contingencies:

                (1)   Yes               (2)   No

D. Affiliation with the Company

        Are you a director or executive officer of the Company?

                (1)   Yes               (2) No

E. Investment Percentage of Net Worth

       If you expect to invest at least $150,000 in Shares, does your total purchase price exceed 10% of your net
worth at the time of sale, or joint net worth with your spouse.

                (1)   Yes               (2) No

F. Consistent Investment Strategy

        Is this investment consistent with your overall investment strategy?

                (1)   Yes                     (2)   No
G. Prospective Investor’s Representations

        The information contained in this Questionnaire is true and complete, and the undersigned understands
that the Company and its counsel will rely on such information for the purpose of complying with all applicable
securities laws as discussed above. The undersigned agrees to notify the Company promptly of any change in the
foregoing information which may occur prior to any purchase by the undersigned of securities from the Company.

Prospective Investor:


__________________________________               Date:________________, 2012
Signature


__________________________________
Signature (of joint purchase if purchase is to be
made as joint tenants or as tenants in common)

				
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