<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers Under Section 12(g)
of the Securities Exchange Act of 1934
FINANCIAL VENTURES, INC.
(Name of Small Business Issuer in its charter)
FLORIDA 65-0714837
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
270 NW 3rd Court 33432-3720
Boca Raton, Florida (Zip Code)
(Address of principal executive offices)
Issuer's Telephone: (561) 368-1427
------------------------------
Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which each
to be so registered Class is to be registered
------------------- -----------------------------------
- NONE -
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
(Title of Class)
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I................................................................ 1
ITEM 1. DESCRIPTION OF BUSINESS............................ 1
ITEM 2. PLAN OF OPERATION.................................. 2
ITEM 3. DESCRIPTION OF PROPERTY............................ 4
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.............................. 5
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS................................ 6
ITEM 6. EXECUTIVE COMPENSATION............................. 7
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS....................................... 8
ITEM 8. DESCRIPTION OF SECURITIES.......................... 8
PART II............................................................... 9
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS................................ 9
ITEM 2. LEGAL PROCEEDINGS.................................. 9
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE............................... 9
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES............ 10
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.......... 10
PART F/S.............................................................. 11
FINANCIAL STATEMENTS.......................................... F-1
PART III.............................................................. 12
ITEM 1. INDEX TO EXHIBITS.................................. 12
SIGNATURES............................................................ 13
</TABLE>
<PAGE> 3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(A) BUSINESS DEVELOPMENT
Financial Ventures, Inc. ( the "Company") was incorporated on December
4, 1996 under the laws of the State of Florida. See Exhibit 2(i) at Page E-1.
The Company is currently in good standing under the laws of Florida.
The Bylaws of the Company are included as Exhibit 2 (iii) commencing at
Page E-5.
(B) BUSINESS OF ISSUER
At its inception, the Company adopted a Business Plan with the
objective of entering into a joint venture with Brett L. DeWees (adult son of
Ledyard H. DeWees, President) for the purpose of initially entering into a pilot
program for the capture and sale of exotic saltwater aquarium-type fish to
wholesalers.
EQUIPMENT REQUIRED
The pilot program will require equipment in the form of a boat and
motor. In this regard, it has been mutually determined that the Company should
purchase a 23' Mako (Manufacturer) fiberglass, center console outboard boat. The
boat will be powered with a 200 HP Evinrude outboard motor.
It has been estimated that the cost of this equipment including all
necessary equipment to become legally operational, is Twenty Five Thousand
Collars ($25,000).
PRODUCTS AND SALES
the products sought will be saltwater aquarium-type fish. Among the
over 100 species available, are fish such as angels, rock beauties, butterfly,
damsel, parrot, tang, and hamlet. All fish will be sold directly to wholesalers
in South Florida.
Research has determined that the market for such fish in broad and
competition does not appear to be a factor. In fact, the demand is currently
greater than the supply.
LICENSES REQUIRED
Brett L. DeWees holds a United States Coast Guard Captain's License -
#709388. He also holds a Saltwater Products License - #SP-60840 issued by the
State of Florida, Department of Environmental Protection. This license has an RS
(Restricted Species) endorsement and a ML-862 (Marine Life) endorsement. These
qualifications are essential to a legal operation for collecting and selling
tropical saltwater fish.
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PLANNED OPERATIONS
Under the joint venture arrangement Brett DeWees will contract with two
(2) qualified and licensed divers. These divers will operate under their
contracts as independent contractors. It will be the responsibility of Brett
DeWees to oversee the areas of operation of the divers and to arrange for the
transportation and sale of the fish at the end of each day's dive operation. He
will also be responsible for the maintenance of the boat and all related
equipment.
SCOPE OF OPERATIONS
The intended area of the pilot program is in the waters off South
Florida, from West Palm Beach at the northern boundary to Key West as a southern
boundary. If the pilot program is successful the operations may be expanded to
include the Bahamas.
EMPLOYEES
The arrangement with Brett DeWees will be contractual. The divers used
in operations will be independent contractors. The Company does not anticipate
any paid employees in the near future.
ITEM 2. PLAN OF OPERATION
(A) PLAN OF OPERATION
After its incorporation, the Company approved an offering of common
stock pursuant to Rule 504 of Regulation D, as promulgated by the Securities and
Exchange Commission. The offering was for 400,000 shares at par value ($.001)
and 4,000 shares at $.10 per share. Under this offering a total of 403,800
shares were issued to 38 stockholders. The purpose of this offering was to
obtain a stockholder base. It was not intended to fund planned operations.
The intended joint venture arrangement could not he concluded as
planned and the Company has been inactive until the present time. However, the
Company (in agreement. with Brett DeWees) has now determined that the pilot
program may proceed, with additional plans for major expansion if the pilot
program is successful.
As previously noted, it is estimated that Twenty Five Thousand Dollars
($25,000) will be required to purchase the equipment needed to commence the
pilot program. Certain of the stockholders have agreed to make a loan of $25,000
on behalf of the Company, and these proceeds will be applied to commence the
pilot program.
2
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PROJECTION OF PILOT PROGRAM
The projected revenue for the first year of operation is as follows:
<TABLE>
<S> <C>
REVENUES
Gross Sales $ 84,000
Less: Override Payment (7.5%) 6,300
--------
Adjusted gross sales $ 77,000
EXPENSES
Gas and Oil 4,800
Contract Payments to Divers 48,000
Dockage 1,200
Miscellaneous Boat Maintenance 1,800
--------
TOTAL EXPENSES $ 57,000
Net Income $ 20,700
</TABLE>
NOTES TO REVENUE PROJECTIONS
(1) Sales are project at $350 per day, using 20 days per month,
with two divers working daily.
(2) Compensation to divers will be set under contract at $2,000
monthly per individual.
(3) The override payment, 7.5% of gross sales, is to be paid to
Brett DeWees.
PLANS FOR EXPANSION
In the even that the pilot program is successful, the Company plans to
expand its business operations by issuing convertible promissory notes as
follows:
- The offering will be under Rule 506 of Regulation D, as
promulgated by the Securities and Exchange Commission.
- The offering will be limited to 20 persons that qualify as
accredited investors as defined in Regulation 230.501 or that
meet the level of financial sophistication as Specified in
Regulation 230.506(b) (2) (ii).
- The offering shall consist of 20 Units of $15,000 each, thus
providing proceeds of $300,000 if all of the units as offered
are sold.
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<PAGE> 6
The convertible promissory notes to be sold under the proposed offering
will each have the following provisions:
- The note will be issued for $15,000, with the provision that
interest shall be paid at the rate of 15% per annum.
- The note shall mature at the end of one year from the date of
issue.
- The Company reserves the right to prepay the note in its
entirety at any time, providing that the full maturity value
of $15,000 must be paid.
- At any time prior to the maturity of the note, the holder
shall have the option of converting the note in full to 15,000
shares of the voting common stock of the Company.
- The note will provide for an adjustment if the Company has
splits, calls, or dividends prior to the maturity of the note.
- Any stock issued as a result of a conversion will be
restricted stock.
- The note shall be assignable, provided that the assignee shall
comply with all terms of the note.
It is the intention of the Company to secure financing as noted above
to purchase 10 additional boats equipped for diving, which is anticipated to
cost $250,000. The additional $50,000 to be raised will be held as a reserve for
contingencies.
It should also be noted that the Company anticipates that substantially
all of the proceeds from the sale of a given unit in the proposed offering will
be available for the business objectives of the company. This is so because the
Company will sell all units under the proposed offering and thus there will be
no payment of sales commissions. Further, the President of the Company, as an
attorney, has agreed to waive all legal costs that otherwise would be incurred
in the offering.
ITEM 3. DESCRIPTION OF PROPERTY
(A) LOCATION AND CONDITION OF PROPERTY
The Company has no real properties or leasehold interests at this time.
The Company is not currently engaged in any real estate activities.
The Company's principal place of business is located at 270 N.W. 3rd
Court, Boca Raton, Florida 33432, which offices are provided by Ledyard H.
DeWees, P.A., a professional association owned by Ledyard H. DeWees, Esq. on a
rent-free basis
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pursuant to an oral agreement. It is anticipated that this arrangement will be
suitable for the needs of the Company for the foreseeable future.
(B) INVESTMENT POLICIES
The Company has no plans whatsoever for any investments, real estate or
otherwise. All proceeds as received will be applied directly to the needs of the
business. Upon such time as surplus is available, it will be distributed to the
stockholders in the form of dividends.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities.
<TABLE>
<CAPTION>
NAME AND AMOUNT AND
ADDRESS OF NATURE OF
BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNER CLASS
<S> <C> <C> <C>
Common Ledyard H. DeWees 505,000 55.56%
270 NW 3rd Court
Boca Raton, FL 33432
Common W.L. Canning 75,100 8.26%
1286 George Bush Blvd.
Delray Beach, FL 33483
Common Arlyn DeWees 75,100 8.26%
1286 George Bush Blvd.
Delray Beach, FL 33483
Common June D. Edwards 75,000 8.25%
1240 San Remo Avenue
Coral Gables, FL 33146
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Common Carolyn O'Brien 75,100 8.26%
270 NW 3rd Court
Boca Raton, FL 33432
Common James P. Smith 75,100 8.26%
8 So. Cross Circle
Apt. #205
Boynton Beach, FL 33436
</TABLE>
Notes to security ownership:
(1) Arlyn DeWees is a former spouse of Ledyard DeWees.
(2) There is no legal relationship between Carolyn O'Brien and
Ledyard DeWees.
(B) SECURITY OWNERSHIP OF MANAGEMENT
The table below lists the beneficial ownership of the sole director and
the only officer(s) (serves as President and Secretary) of the Company.
<TABLE>
<CAPTION>
NAME AND AMOUNT AND
ADDRESS OF NATURE OF
BENEFICIAL BENEFICIAL PERCENT OF
TITLE OF CLASS OWNER OWNER CLASS
<S> <C> <C> <C>
Common Ledyard H. DeWees 505,000 55.56
270 NW 3rd Court
Boca Raton, FL 33432
</TABLE>
(C) CHANGES IN CONTROL
There are no arrangements existing that may result in a change of
control of this Company.
The Company has no warrants, options, rights, conversion privileges,
voting trusts, or similar obligations in effect as of the date of filing this
registration statement.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
The director and the officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Ledyard H. DeWees 68 Sole Director
President and Secretary
</TABLE>
Ledyard H. DeWees has been the sole Director and the President and
Secretary since the formation of the corporation on December 6, 1996. He would
be considered as a Promoter of the Company.
Ledyard H. DeWees is an attorney and a member of the Florida Bar (Bar
#0019426). He has been a licensed attorney since November 6, 1959. He conducts
his practice in Florida as an association, Ledyard H. DeWees, P.A., of which he
is the sole stockholder.
Ledyard H. DeWees is not a director in any reporting companies.
(B) IDENTIFY SIGNIFICANT EMPLOYEES
The Company has no employees at this time and does not intend to have
employees in the foreseeable future.
(C) FAMILY RELATIONSHIPS
There are no family relationships in respect to the sole director and
the officers.
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDING
Not applicable.
ITEM 6. EXECUTIVE COMPENSATION
(a) GENERAL
Ledyard H. DeWees is President and Secretary of the Company. There are
no other officers and there are no employees. Mr. DeWees has never received any
compensation for services rendered to the Company and there are no plans for
payment of compensation in the foreseeable future. Further, the director and
officers are not
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accruing any compensation pursuant to any agreement with the Company, or
otherwise. Finally, there are no plans or agreements to pay Mr. DeWees
compensation under any other designation.
(B) SUMMARY COMPENSATION TABLE
Not applicable.
(C) OPTION/SAR GRANTS TABLE
Not applicable.
(D) AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END
OPTION/SAR VALUE TABLE
Not applicable.
(E) LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE
Not applicable.
(F) COMPENSATION OF DIRECTORS
There are no arrangements whatsoever pertaining to compensation for the
sole director.
(G) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
Not applicable
(H) REPORT ON REPRICING OF OPTIONS/SAR'S
Not applicable.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.
ITEM 8. DESCRIPTION OF SECURITIES
(a) COMMON STOCK
The Company is authorized to issue 50,000,000 (Fifty Million) shares of
common stock, with a par value of $0.001 per share. Each share of common stock
has one vote.
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There are no fixed rights to dividends on the common stock. Dividends
may be paid in cash, stock or otherwise as determined by the Board of Directors
from funds lawfully available for such distributions.
The Articles of Incorporation do not provide for any preemptive rights
to shareholders. Consequently, under Florida law the shareholders do not have
preemptive rights.
All shares of common stock when issued shall be fully paid and shall be
non-assessable.
(B) DEBT SECURITIES
None
(C) OTHER SECURITIES TO BE REGISTERED
None
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(A) MARKET INFORMATION
There is no public trading market for the Company's stock and
management has not undertaken any discussions, preliminary or otherwise, with
any prospective market maker regarding a public market for the stock.
(B) HOLDERS
There are 39 shareholders of record of the Company's common stock.
(C) DIVIDENDS
The Company has not paid any dividends to date and has no plans to do
so in the foreseeable future. The Company has no revenues and thus there is no
basis for any dividend payment.
ITEM 2. LEGAL PROCEEDINGS
There is no litigation of any type whatsoever pending or threatened by
or against the Company, its officers and/or its director.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has not changed accountants during the previous two year
period to the date of this registration statement and there are no disagreements
with the findings of said accountants.
9
<PAGE> 12
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company has not sold any of its stock or other securities in any
form within the three years preceding the date of this registration statement.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLE VII of the Bylaws of the Company, entitled "INDEMNIFICATION AND
INSURANCE" provides as follows:
"SECTION 1. INDEMNIFICATION UNDER BOA SECTION 607.0850
The corporation shall have the power to indemnify any director,
officer, employee, or agent of the corporation as provided in Section 607.0850
of the Business Corporation Act.
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers, employees, or agents,
under any Bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in the person's official capacity and as to action
in another capacity while holding such office. However, such further
indemnification or advancement of expenses shall not be made in those instances
specified in Section 607.0850(7) (a-d) of the Business Corporation Act."
Florida Statute Section 607.0850 provides for the indemnification of a
director and/or officer who is a party to any legal proceeding against them "...
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful."
Florida Statute Section 607.0850(7) also provides that there shall be
no indemnification to or on behalf of any director or officer if a judgment or
other final adjudication establishes that his or her actions, or omissions to
act, were material to the cause of action so adjudicated and constitute (a) a
violation of criminal law unless the officer or director had reasonable cause to
believe his or her conduct was unlawful; (b) a transaction whereby the director
or officer derived an improper personal benefit; (c) in the case of a director,
a violation of his or her fiduciary duties; or (d) willful misconduct.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or controlling persons
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities & Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore, unenforceable.
10
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PART F/S
FINANCIAL STATEMENTS.
Attached audited balance sheet of Financial Ventures, Inc. as of the
fiscal year ended March 31, 2000, and the related statements of operations,
changes in stockholders' equity and cash flows for the years ended March 31,
2000 and 1999 and for the period from December 4, 1996 (inception) through March
31, 2000, is submitted in compliance with Item 310 of Regulation S-B.
An interim financial statement for the quarter ended June 30, 2000 is
included in Part F/S.
11
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FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2000
<PAGE> 15
FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditor's Report F-1
Financial Statements:
Balance Sheet F-2
Statements of Operations F-3
Statement of Changes in Stockholders'
Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 to F-7
</TABLE>
<PAGE> 16
EARL M. COHEN, C.P.A., P.A.
---------------------------
CERTIFIED PUBLIC ACCOUNTANT
2505 N.W. BOCA RATON BLVD. - SUITE 10
BOCA RATON, FLORIDA 33431
TEL.: (561) 347-1608 FAX: (561) 417-9984
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors
Financial Ventures, Inc.
I have audited the accompanying balance sheet of Financial Ventures, Inc. (a
development stage company), as of March 31, 2000 and the related statements of
operations, changes in stockholders' equity and cash flows for the two years
then ended and for the period from December 4, 1996 (inception)through March 31,
2000. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Financial Ventures, Inc. (a
development stage company) as of March 31, 2000, and the results of its
operations and its cash flows for the two years then ended and for the period
from December 4, 1996 (inception) through March 31, 2000 in conformity with
generally accepted accounting principles.
/S/ EARL M. COHEN CPA PA.
August 28, 2000
F-1
<PAGE> 17
FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2000
ASSETS
<TABLE>
<S> <C>
TOTAL ASSETS $ --
=======
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 903,800 shares
issued and outstanding $ 904
Additional paid-in capital 376
Deficit accumulated during the development
stage (1,280)
-------
Total Stockholders' Equity (Deficit) --
-------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ --
=======
</TABLE>
Read accompanying Notes to Financial Statements.
F-2
<PAGE> 18
FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 2000 AND 1999
AND
PERIOD FROM DECEMBER 4, 1996 (INCEPTION) THROUGH MARCH 31, 2000
<TABLE>
<CAPTION>
December 4,
1996
Year Ended Year Ended (Inception)
March 31, March 31, to March 31,
2000 1999 2000
---------- ---------- ------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
EXPENSES
General and administrative -- -- 1,280
------- ------- ---------
NET (LOSS) $ -- $ -- $ (1,280)
======= ======= =========
(LOSS) PER SHARE $ -- $ -- $ --
======= ======= =========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 903,800 903,800 903,800
======= ======= =========
</TABLE>
Read accompanying Notes to Financial Statements.
F-3
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FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM DECEMBER 6, 1996 (INCEPTION) THROUGH MARCH 31, 2000
<TABLE>
<CAPTION>
Deficit
Common Stock Additional Accumulated
Number of Par Paid-in During the Development
Shares Value Capital Stage Total
--------- ----- ---------- ----------------------- -------
<S> <C> <C> <C> <C> <C>
January 17, 1997 - Common
shares issued for cash 903,800 $904 $376 $ -- $ 1,280
Net (loss) -- -- -- (1,280) (1,280)
------- ---- ---- ------- -------
Balance - March 31, 2000 903,800 $904 $376 $(1,280) $(1,280)
======= ==== ==== ======= =======
</TABLE>
Read accompanying Notes to Financial Statements.
F-4
<PAGE> 20
FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
YEARS ENDED MARCH 31, 2000 AND 1999
AND
PERIOD FROM DECEMBER 4, 1996 (INCEPTION) THROUGH MARCH 31, 2000
<TABLE>
<CAPTION>
December 4,
1996
Year Ended Year Ended (Inception)
March 31, March 31, to March 31,
2000 1999 2000
---------- ---------- ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $ -- $ -- $(1,280)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common
stock -- -- 1,280
----- ----- -------
NET INCREASE (DECREASE) IN CASH -- -- --
CASH - BEGINNING -- -- --
----- ----- -------
CASH - ENDING $ -- $ -- $ --
===== ===== =======
</TABLE>
Read accompanying Notes to Financial Statements.
F-5
<PAGE> 21
FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1. ORGANIZATION
Financial Ventures, Inc. was incorporated on December 4, 1996 under
the laws of the State of Florida. The company is engaged in purchasing
tropical fish for wholesale. The company's headquarters is in Boca
Raton, Florida. The Company is currently in the process of registering
its securities under the Securities Exchange Act of 1934. Since
inception, planned operations have not commenced.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES
Deferred income taxes are provided for differences between the basis
of assets and liabilities for financial and income tax reporting. A
valuation allowance is provided against deferred income tax assets in
circumstances where management believes recoverability of a portion of
the assets is not reasonably assured.
(LOSS) PER SHARE
(Loss) per share is computed by dividing net (loss) for the year by
the weighted average number of shares outstanding.
STATEMENT OF CASH FLOWS
For purposes of this statement the Company considers all highly liquid
investments with an original maturity of three months or less to be
cash equivalents.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported
amounts of assets and
F-6
<PAGE> 22
FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES (CONTINUED)
liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Accordingly, actual results could
vary from the estimates that were assumed in preparing the financial
statements.
NOTE 3. CAPITAL STOCK
The Company has authorized 50,000,000 common shares with a par value
of $.001 per share. As of March 31, 2000 and 1999, 903,800 common
shares were issued and outstanding.
NOTE 4. SUBSEQUENT EVENT
On August 15, 2000, the Company issued 5000 common shares for $5,000
cash.
F-7
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FINANCIAL VENTURES, INC.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 2000
(Unaudited)
<TABLE>
<S> <C>
ASSETS
TOTAL ASSETS $ --
=======
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $.001 par value, 50,000,000
shares authorized, 903,800 shares
issued and outstanding $ 904
Additional paid-in capital 376
Deficit accumulated during the development
stage (1,280)
-------
Total Stockholders' Equity (Deficit) --
-------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) $ --
=======
</TABLE>
Read accompanying Notes to Financial Statements.
<PAGE> 24
FINANCIAL VENTURES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
AND
PERIOD FROM DECEMBER 4, 1996 (INCEPTION) THROUGH JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
December 4,
Three Three 1996
Months Ended Months Ended (Inception)
June 30, June 30, to June 30,
2000 1999 2000
------------- ------------- ------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
EXPENSES
General and administrative -- -- 1,280
--------- --------- ---------
NET (LOSS) $ -- $ -- $ (1,280)
========= ========= =========
(LOSS) PER SHARE $ -- $ -- $ --
========= ========= =========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 903,800 903,800 903,800
========= ========= =========
</TABLE>
Read accompanying Notes to Financial Statements.
<PAGE> 25
FINANCIAL VENTURES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
AND
PERIOD FROM DECEMBER 4, 1996 (INCEPTION) THROUGH JUNE 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
December 4,
Three Three 1996
Months Ended Months Ended (Inception)
June 30, June 30, to June 30,
2000 1999 2000
------------- ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (loss) $ -- $ -- $ (1,280)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common
stock -- -- 1,280
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH -- -- --
CASH - BEGINNING -- -- --
--------- --------- ---------
CASH - ENDING $ -- $ -- $ --
========= ========= =========
</TABLE>
Read accompanying Notes to Financial Statements.
<PAGE> 26
FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1. ORGANIZATION
Financial Ventures, Inc. was incorporated on December 4, 1996 under the
laws of the State of Florida. The company is engaged in purchasing
tropical fish for wholesale. The company's headquarters is in Boca
Raton, Florida. The Company is currently in the process of registering
its securities under the Securities Exchange Act of 1934. Since
inception, planned operations have not commenced.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES
Deferred income taxes are provided for differences between the basis of
assets and liabilities for financial and income tax reporting. A
valuation allowance is provided against deferred income tax assets in
circumstances where management believes recoverability of a portion of
the assets is not reasonably assured.
(LOSS) PER SHARE
(Loss) per share is computed by dividing net (loss) for the year by the
weighted average number of shares outstanding.
STATEMENT OF CASH FLOWS
For purposes of this statement the Company considers all highly liquid
investments with an original maturity of three months or less to be
cash equivalents.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets
and
<PAGE> 27
FINANCIAL VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES (CONTINUED)
liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Accordingly, actual results could
vary from the estimates that were assumed in preparing the financial
statements.
NOTE 3. CAPITAL STOCK
The Company has authorized 50,000,000 common shares with a par value of
$.001 per share. As of June 30, 2000 and 1999, 903,800 common shares
were issued and outstanding.
NOTE 4. SUBSEQUENT EVENT
On August 15, 2000, the Company issued 5000 common shares for $5,000
cash.
<PAGE> 28
PART III
ITEM 1. INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Page Number Description
-------------- ----------- -----------------------------
<S> <C> <C>
2(i) E-1 Articles of Incorporation of
Financial Ventures, Inc.
2(iii) E-5 Bylaws of Financial Ventures,
Inc.
</TABLE>
12
<PAGE> 29
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 31, 2000
By: Ledyard H. De Wees
-----------------------------------
Ledyard H. DeWees
President
13
