SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Amendment No. 1
General Form For Registration of Securities
of Small Business Issuers Under
Section 12(b) or (g) of
the Securities Exchange Act of 1934
UNITED VENTURE CAPITAL FUND, INC.
(Exact Name of Small Business Issuer as specified in its charter)
COLORADO 84-1454125
(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
6000 E. Evans, Suite 1-022
DENVER, COLORADO 80222
(Address of principal executive offices) (zip code)
(303) 759-3053
(Registrant's telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 per share par value
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 15.
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS
United Venture Capital Fund, Inc. (the "Company" or the "Registrant"),
is a Colorado corporation. The principal business address is 6000 E. Evans,
Suite 1-022, Denver, Colorado 80222.
The Company was incorporated under the laws of the State of Colorado on
June 17, 1997. Since inception, the primary activity of the Company has been
directed towards organizational efforts. During this fiscal year, the
Company plans to implement a program to identify potential acquisition
candidates.
As of the date of this Registration Statement, the Company has not
engaged in any preliminary efforts intended to identify possible business
opportunities and has neither conducted negotiations nor entered into a
letter of intent concerning any business opportunity. The Company is a shell
corporation whose principal purpose is to locate and consummate a merger or
acquisition with a private entity. The Company is filing this Form 10SB on a
voluntary basis to become a public, reporting company under the Securities
Act of 1934, as amended. (the "Exchange Act").
The Company has not been subject to any bankruptcy, receivership or
similar proceeding.
(b) NARRATIVE DESCRIPTION OF THE BUSINESS
GENERAL
From inception to the date of this Registration Statement, the Company
has had no activities. During this period, the Company has carried no
inventories or accounts receivable. No independent market surveys have ever
been conducted to determine demand for the Company's products and services,
since the Company has never had any products or services which it has
provided to anyone. During this period, the Company has carried on no
operations and generated no revenues. The Company's fiscal year end is March
31st.
ORGANIZATION
The Company presently comprises one corporation with no subsidiaries or
parent entities and is in the developmental stage.
(c) OPERATIONS
<PAGE>
GENERAL
The Company proposes to implement a business plan to investigate and,
if warranted, merge with or acquire the assets or common stock of an entity
actively engaged in business which generates revenues. The Company will
seek opportunities for long-term growth potential as opposed to short-term
earnings.
As of the date hereof, the Company has no business opportunities under
investigation. None of the Company's officers, directors, promoters or
affiliates have engaged in any preliminary contact or discussions with any
representative of any other company regarding the possibility of an
acquisition or merger between the Company and such other company. Further,
there is no present potential that the Company may acquire or merge with a
business or company in which the Company's promoters, management or their
affiliates or associates directly or indirectly have an ownership interest.
The Company's Board of Directors intends to provide the Company's
shareholders with complete disclosure documentation in the form of a proxy
statement concerning any potential business opportunity and the structure of
the proposed business combination prior to its consummation. While such
disclosure may include audited financial statements of such a target entity,
there is no assurance that such audited financial statements will be
available. The Board of Directors does intend to obtain certain assurances
of value of the target entity's assets prior to consummating such a
transaction, with further assurances that an audited statement would be
provided within sixty days after closing of such a transaction. Closing
documents relative thereto will include representations that the value of
the assets conveyed to or otherwise so transferred will not materially
differ from the representations included in such closing documents, or the
transaction will be voidable.
As a result of its filing of this Form 10SB, the Company has become
subject to the reporting obligations under the Exchange Act. These include
an annual report under cover of Form 10KSB, with audited financial
statements, unaudited quarterly reports, and the requirement proxy
statements in regard to annual shareholder meetings. Any potential
acquisition or merger candidates will be required to meet these same
requirements, including the necessity of audited financial statements. Such
requirements may have the effect of restricting the potential pool of
candidates for merger or acquisition. The Company will voluntarily file
periodic reports in the event that its obligation to file such reports is
suspended under the Exchange Act.
The Registrant has no full-time employees. The Registrant's President
and Secretary-Treasurer have agreed to allocate a portion of their time to
the activities of the Registrant, without compensation. These officers
anticipate that the business plan of the Company can be implemented by their
collectively devoting approximately twenty hours per month to the business
affairs of the Company and, consequently, conflicts of interest may arise
with respect to the limited time commitment of such officers.
Some of the Company's officers and directors are presently involved and
plan to be involved with other "blank check" companies and, as a result,
additional potential conflicts of interest may
<PAGE>
arise. If such a conflict does arise in the future and an officer or
director of the Company is presented with business opportunities under
circumstances where there may be doubt as to whether the opportunity should
belong to the Company or another "blank check" company with which they are
affiliated, they will disclose the opportunity to the Boards of Directors of
all such companies. If a situation arises in which more than one company
desires to merge with or acquire that target company, and the principals of
the proposed target company have no preference as to which company will
merge with or acquire such target company, the company which first filed a
Registration Statement with the U.S. Securities and Exchange Commission will
be entitled to proceed with the proposed transaction.
The primary attraction of the Registrant as a merger partner or as an
acquisition vehicle will be its status as a public company. Any business
combination or transaction will likely result in a significant issuance of
shares and substantial dilution to present shareholders of the Registrant.
As part of the Company's investigation of any potential acquisition,
the officers and directors of the Company will initially meet personally
with management and key personnel, visit and inspect material facilities,
obtain independent analysis or verification of certain information provided,
check references of management and key personnel and take other reasonable
investigative measures to the extent of the Company's limited financial
resources. Management of the Company will utilize the services of its
present attorney and accountants in the investigation of prospective
acquisitions.
The Company has no present plans to hire a consultant to aid the
Company in any acquisition or merger.
However, if the Company deems it necessary because of the necessity for
specific expertise regarding a particular acquisition, a consultant with
such expertise regarding the particular acquisition may be hired. Such
consultant would only be utilized for a particular circumstance and not on a
general basis.
The Articles of Incorporation of the Company provides that the Company
may indemnify officers and/or directors of the Company for liabilities,
which can include liabilities arising under the securities laws. Therefore,
the assets of the Company could be used or attached to satisfy any
liabilities subject to such indemnification. See Part II, Item 5 below.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such
investigation warrants, to acquire controlling interest in business
opportunities presented to it by persons or firms who or which desire to
seek the perceived advantages of an Exchange Act registered corporation. The
Company will not restrict its search to any specific business, industry, or
geographical location. The Company may participate in a business venture of
virtually any kind or nature.
<PAGE>
The Company will solicit prospective acquisitions based upon informal
contacts or relationships which management has a will develop in the future.
There are no plans to advertise for acquisitions or to hire third party
consultants to facilitate acquisitions. The Company has no way of knowing
how many individuals will be contacted before a potential acquisition may be
finalized. The Company has no plans to do any acquisition with any
associates or affiliates of management, or with management itself.
The Company may seek a business opportunity in the form of firms which
have recently commenced operations, are developing companies in need of
expansion into new products or markets, are seeking to develop a new product
or service or are established, mature businesses. The Company may also offer
a controlling interest to such business opportunity, if the situation
warrants.
In seeking business opportunities, the management decision of the
Company will be based upon the objective of seeking long-term appreciation
in the value of the Company. Current income will only be a minor factor in
such decisions.
It is not anticipated that the Company will be able to participate in
more than one business opportunity. However, Management may, in its sole
discretion, elect to enter into more than one acquisition if it believes
these transactions can be effectuated on terms favorable to the Company.
This lack of diversification will not permit the Company to offset potential
losses from one business opportunity against profits from another and should
be considered a substantial risk to shareholders of the Company.
The analysis of new business opportunities will be undertaken by or
under the supervision of the officers and directors. The Company will have
unrestricted flexibility in seeking, analyzing and participating in business
opportunities. In its efforts, the Company will consider the following,
among other, factors:
(a) potential for growth, as indicated by new technology, anticipated
market expansion or new products;
(b) competitive position compared to other firms of similar size and
experience within the industry segment, as well as within the
industry as a whole;
(c) strength and diversity of management, either in place or scheduled
for recruitment;
(d) capital requirements and anticipated availability of required
funds to be provided by the target company from operations,
through the sale of additional securities, the formation of joint
ventures or similar arrangements, or from other sources;
<PAGE>
(e) the cost of participation by the Company as compared to the
perceived tangible and intangible values and potential;
(f) the extent to which the business opportunity can be advanced;
(g) the accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required
items; and
(h) such other relevant factors as may arise from time to time,
including investor and market maker, if any, interest.
In applying the foregoing criteria, no one of which is now known to be
controlling, Management will attempt to analyze all relevant factors and
make a determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex. Because of the
Company's lack of capital, the Company may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.
The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals
and the selection of a business opportunity may take a substantial amount of
time after the effective date of this Registration Statement.
Prior to making a decision to participate in a business opportunity,
the Company will generally request that it be provided with written
materials regarding the business opportunity and containing such items as:
(i) a description of product, service and company history; (ii) management
resumes; (iii) financial information (including projections and audited
financial statements, if available); (iv) available projections with
related assumptions upon which they are based; (v) an explanation of
proprietary products and services; (vi) evidence of existing patents,
trademarks or service marks or rights thereto; (vii) present and proposed
forms of compensation to management; (viii) a description of transactions
between the target and its affiliates during relevant periods; (ix) a
description of present and required facilities; (x) an analysis of risks and
competitive conditions; (xi) a financial plan of operation and estimated
capital requirements; and (xii) other information deemed relevant under the
circumstances, including investor and market makers, but only after the
release of public information on the target.
As part of the Company's investigation, officers and directors will
meet personally with management and key personnel, visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel and
take other reasonable investigative measures to the extent of the Company's
limited financial resources.
<PAGE>
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Because of general
economic conditions, rapid technological advances being made in some
industries and shortages of available capital, Management believes that
there are numerous firms seeking the perceived benefits of a publicly
registered corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of applicable
statutes), for all shareholders and other factors. Potentially available
business opportunities may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex. The Company has no present plans to raise any
necessary capital through private placements or public offerings prior to
the location of an acquisition or merger candidate.
(d) MARKETS
The Company's initial marketing plan will be focused completely on
finding an acquisition candidate as discussed above. No efforts toward this
marketing plan have been made as of the date of this Registration Statement.
(e) RAW MATERIALS
The use of raw materials is not now material factor in the Company's
operations at the present time.
(f) CUSTOMERS AND COMPETITION
At the present time, the Company is expected to be an insignificant
participant among the firms which engage in the acquisition of business
opportunities. There are a number of established companies, such as venture
capital and financial concerns, many of which are larger and better
capitalized than the Company and/or have greater personnel resources and
technical expertise. In view of the Company's combined extremely limited
financial resources and limited management availability, the Company will
continue to be at a significant competitive disadvantage compared to the
Company's competitors.
(g) BACKLOG
At March 31, 1998, the Company had no backlogs.
<PAGE>
(h) Employees
At as of the date hereof, the Company has no employees. The Company
does not plan to hire employees in the future.
(i) PROPRIETARY INFORMATION
The Company has no proprietary information.
(j) GOVERNMENT REGULATION
The Company is not subject to any material governmental regulation or
approvals.
(k) RESEARCH AND DEVELOPMENT
The Company has never spent any amount in research and development
activities.
(l) ENVIRONMENTAL COMPLIANCE
At the present time, the Company is not subject to any costs for
compliance with any environmental laws.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Results of Operations
The Company has generated no revenues from its operations since
inception. Since the Company has not generated revenues and has never been
in a profitable position, it operates with minimal overhead. The Company's
primary activity will be to seek an acquisition candidate. As of the end of
the reporting period, the Company has concluded no acquisitions and has
spoken with no potential candidates. The attempt to seek an acquisition
candidate or candidates will be the primary focus of the Company's
activities in the coming fiscal year.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had no cash or cash
equivalents. There was no significant change in working capital during this
fiscal year.
Management feels that the Company has inadequate working capital to
pursue any business opportunities other than seeking an acquisition
candidate. The Company will have minimal capital requirements prior to the
consummation of any acquisition but can pursue an acquisition candidate.
Until a suitable candidate is identified, Mr. Stephan R. Levy will
personally provide the necessary
<PAGE>
funds for the operation of the Company, which are expected to be minimal.
There is no specific arrangement for Mr. Levy to advance funds. Each
situation will be handled as needed. Further, there are no plans to
reimburse Mr. Levy for any advances. The Company does not intend to pay
dividends in the foreseeable future.
ITEM 3. DESCRIPTION OF PROPERTIES
As of March 31, 1998, the Company's business office was located at
6000 E. Evans, Suite 1-022, Denver, Colorado 80222. The Company pays no rent
for this office space, which is occupied by Mr. Stephan R.Levy, an Officer
and Director of the Company. There are no plans to charge the Company for
office space. The Company has no properties.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth the number of shares of the Registrant's
$0.0001 par value common stock beneficially owned by (i) each person who, as
of March 31, 1998, was known by the Company to own beneficially more than
five percent (5%) of its common stock; (ii) the individual Directors of the
Registrant and (iii) the Officers and Directors of the Registrant as a
group.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
Judith Harayda(3) 8,000,000 69.9%
6000 E. Evans, Suite 2-020
Denver, Colorado 80222
Stephan R. Levy 100,000 0.3%
6000 E. Evans, Suite 1-022
Denver, Colorado 80222
All Officers and Directors
as a Group 8,100,000 94.7%
(two persons)
(1) All ownership is beneficial and on record, unless indicated otherwise.
(2) Beneficial owners listed above have sole voting and investment power
with respect to the shares shown, unless otherwise indicated.
All of the shareholders of the Company have signed lock up agreements which
will prevent all of the common shares from being sold or transferred, either
in the open market or in a private transaction, until the Company has
consummated a merger or acquisition and is no longer classified as a shell
corporation under applicable federal or state law. The share certificates
will be held by the Company's
<PAGE>
counsel until such merger or acquisition has been consummated. Any
liquidation of the current shareholders after the release of the shares from
the lock up may have a depressive effect upon the trading prices of the
Company's securities in any future market which may develop.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Directors and Executive Officers of the Company, their ages and
present positions held in the Company are as follows:
NAME AGE POSITION HELD
Judith F. Harayda 49 President and Director
Stephan R. Levy 58 Secretary, Treasurer and Director
The Company's Directors will serve in such capacity until the next
annual meeting of the Company's shareholders and until their successors have
been elected and qualified. The officers serve at the discretion of the
Company's Directors. There are no family relationships among the Company's
officers and directors, nor are there any arrangements or understandings
between any of the directors or officers of the Company or any other person
pursuant to which any officer or director was or is to be selected as an
officer or director.
Ms. Harayda should be considered the "parent" or "promoter" of the
Company because of the shareholdings and control positions held by her in
the Company. Mr. Levy should also be considered the "parent" or "promoter"
of the Company (as such terms are defined under the Securities Act),
inasmuch as Mr. Levy has taken significant initiative in founding and
organizing the business of the Company.
JUDITH F. HARAYDA . Ms. Harayda has been the President and a Director
of the Company since March, 1998. She has been the owner of Promos, Inc., a
private Colorado corporation, from 1992 to the present. She is also
Treasurer and a Director of New World Publishing, Inc., a public company.
Ms. Harayda received a Bachelors Degree in Education from Edinboro
University.
STEPHAN R. LEVY. Mr. Levy has been Secretary-Treasurer and a Director
of the Company since March, 1998. He has been retired since August, 1990.
Prior to that time, he was an officer and director of Tofruzen, Inc., a
public company which manufactured and marketed a non-dairy frozen dessert,
novelty food products, and promotional items. He attended the University of
Texas and graduated in 1961 from the University of Colorado with a Bachelor
of Science in Business. He is a member of the International Monetary Market,
which is a division of the Chicago Mercantile Exchange and was appointed by
the Governor of Colorado as a member of the Colorado Municipal Bond
Supervisory Board. Mr. Levy has also been involved in several blank check
offerings. See Previous Blank Check Offerings.
<PAGE>
SPECIAL ADVISOR
Dr. Paul H. Dragul has agreed to act as a special advisor to the Board
of Directors pursuant to an oral understanding. Dr. Dragul has been
associated with a number of business ventures. He is currently in private
medical practice, specializing in Otolaryngology (Head and Neck). He was a
clinical instructor in Otolaryngology at the University of Colorado Medical
Center from 1967 to 1983. He is a member of numerous medical societies. Dr.
Dragul holds as B.S. in Pharmacy and an M.D. from the University of
Cincinnati. Dr. Dragul has not previously participated in any Blank Check
Offerings.
PREVIOUS BLANK CHECK OFFERINGS
Ms. Harayda has not previously participated in any Blank Check
Offerings. Mr. Levy has previously participated in Blank Check Offerings.
OXFORD FINANCIAL, INC. Stephan R. Levy, an officer and director of the
Company, previously was an officer and director of Oxford Financial, Inc.
("Oxford"), a Colorado corporation which completed a blank check public
offering in July 1986. Pursuant to the offering, 30,000,000 units were sold
at $.01 per unit for net proceeds of approximately $238,000. The units
consisted of one share of common stock, one Class A. Warrant, one Class B.
Warrant and one Class C. Warrant. The purpose of the offering was to raise
capital to take advantage of business opportunities which may have potential
for profit.
On February 26, 1987, pursuant to an Agreement and Plan of
Reorganization, Oxford issued 240,000,000 shares of its Common Stock
(approximately 80% of then outstanding shares) to the shareholders of Clancy
Systems International, Inc., a Colorado corporation ("Clancy"), in exchange
for all of the outstanding shares of Clancy (the "Exchange"). As a result
of the Exchange, Clancy became a wholly-owned subsidiary of Oxford. On the
effective date of the Exchange, all but one of the directors of Oxford, and
all of the officers of Oxford, resigned, and new officers and directors
selected by Clancy were appointed. Oxford changed its name to Clancy
Systems International, Inc.
In connection with the Exchange, Michael E. Connelly, Mark G. Lawrence
and Stephan R. Levy, officers, directors and principal shareholders of
Oxford, sold 24,000,000 shares of common stock owned by them to Stanley J.
Wolfson and Robert M. Brodbeck (the "Clancy Principals") for $.00083 per
share or an aggregate of $20,000 (the "Stock Purchase"). Mr. Levy
originally owned 7,500,000 shares of Oxford common stock for which he paid
$2,500 or $.00033 per share. Of the 7,500,000 shares owned by him,
6,000,000 were sold to the Clancy Principals for $.00083 per share, or an
aggregate of $4,980. Mr. Levy received an aggregate of $2,500 in salaries
from Oxford and received no other fees or benefits. Under the Stock
Purchase, the Clancy Principals granted options to Messrs. Connelly,
Lawrence and Levy to repurchase up to 12,000,000 of the shares of commons
stock sold under the Stock Purchase at a price of $.01 per share for a
period of two years. These options have since expired unexercised.
<PAGE>
Pursuant to the Exchange, Oxford entered into Registration Rights
Agreements with Messrs. Lawrence, Connelly and Levy under which Oxford
agreed to register the remaining 6,000,000 shares of Oxford's common stock
owned by such persons, at Oxford's expense, in the event Oxford (or its
successor) files a registration statement under the Securities Act of 1933,
as amended, on behalf of any person other than Oxford during the next two
years.
Clancy was incorporated under the laws of the State of Colorado on June
28, 1984. Prior to its merger with Oxford, Clancy had developed a
computerized parking ticket writing and enforcement system for lease to
municipalities, universities and institutions. Clancy has fully implemented
systems operating in Oklahoma City, Oklahoma and Vail, Colorado, a pilot
system in Kansas City, Kansas, is in the process of developing a system for
the University of California, Davis, and is negotiating with other
municipalities and universities to provide its system. Clancy also has
entered into an agreement with The Hertz Corporation under which Clancy
provides hardware, software, training and support for an Instant Return
System which allows Hertz representatives at major airports to calculate
rental charges for returning customers and provides a printed itemization of
such charges right at the car.
AUGUSTA FINANCIAL, INC.
Stephan R. Levy, an officer and director of the Company, previously was
an officer and director of Augusta Financial, Inc. ("Augusta"), a Colorado
corporation which completed a blank check public offering in December 1987.
The offering became effective on August 14, 1987. Pursuant to the offering,
40,178,000 units were sold at $.01 per unit for net proceeds of
approximately $329,600. The units consisted of one share of common stock
and one Class A Warrant to purchase one share of common stock and one Class
B. Warrant. The purpose of the offering was to raise capital to take
advantage of business opportunities which might have potential for profit.
In connection with the organization of Augusta, Mr. Levy purchased
18,750,000 shares of Augusta common stock for $.00016 per share, or an
aggregate of $3,000. On November 18, 1988, Augusta entered into a Plan and
Agreement of Merger with Ultrox International, Inc., now known as On Site
Toxic Control, Inc. ("On Site"), a privately-held California corporation.
One Site was merged into a wholly-owned subsidiary of Augusta. As a result
of the merger, the former shareholders of On Site acquired 119,000,000 "
restricted shares" of Augusta common stock and have the potential to acquire
an additional 110,000,000 shares of Augusta common stock based on a revenue
earn-out schedule, representing at least 60% of the outstanding common stock
of Augusta. On Site has been designing, manufacturing and installing
treatment systems for the on-site elimination of toxic organic pollutants in
water and air since 1984. Pursuant to the Plan and Agreement of Merger, all
of the former officers and directors of Augusta resigned and new officers
and directors were appointed by On Site, except for Stephan Levy who remains
a director of the Company. Also pursuant to the Plan and Agreement of
Merger, certain of the On Site shareholders purchased 51,000,000 shares of
Augusta common stock from the former officers and directors of Augusta for
$25,000. The shares sold by the former officers and directors of Augusta
represent
<PAGE>
12,750,000 shares from each officer and director of Augusta for an aggregate
consideration of $6,250 per officer and director. In addition, each of the
officers and directors of Augusta, including Mr. Levy, received salaries of
$6,250 from Augusta.
ABP EQUITIES, INC.
Stephan R. Levy, an officer and director of the Company, previously was
an officer and director of ABP Equities, Inc. ("ABP"), a Colorado
corporation which completed a blank check public offering in June 1988. Mr.
Levy's wife, Gail R. Levy, was a principal shareholder of ABP. Pursuant to
the offering 50,000,000 Units were sold, each unit consisting of one share
of common stock and one Class A. Warrant to purchase one share of common
stock and one Class B Warrant, for aggregate net proceeds of approximately
$413,000. The purpose of the offering was to raise capital to take
advantage of business opportunities which might have potential for profit.
Prior to ABP's public offering, Mr. Levy purchased 17,031,746 shares of ABP
common stock (which includes shares purchased by his wife) for an aggregate
of $3,200. On January 17, 1989 ABP entered into a Plan and Agreement of
Merger with Armonite, Inc. ("Armonite"), a privately-held Delaware
corporation whereby Armonite was merged into a wholly-owned subsidiary of
ABP. As a result of the merger, the former shareholders of Armonite
acquired 293,000,000 "restricted shares" of ABP common stock, of which
45,000,000 shares were placed in escrow to be released according to a pre-
tax profits earn-out schedule, representing in the aggregate approximately
80% of the outstanding common stock of ABP. Armonite has the exclusive
United States and Canada distribution rights for a process of treating
benign prostate tumors without surgery through the use of directed microwave
heat. Armonite has not yet applied for or received FDA or FCC approval for
its process. Pursuant to the Plan and Agreement of Merger, all of the
former officers and directors of ABP resigned and new officers and directors
were appointed by Armonite. Immediately after the merger, the former ABP
officers, directors and certain principal shareholders sold to ABP
57,047,619 shares of ABP's common stock for $15,000 or approximately
$.0002629 per share. Of the 57,047,619 shares sold, 14,071,746 were sold
by Mr. Levy for a total consideration of $3,700. ABP also entered into a
registration rights agreement with its officers and directors agreeing to
register such persons' remaining shares of ABP common stock in any
registration statement filed by ABP during the next five years.
BRYCE FINANCIAL, INC.
Stephan R. Levy, an officer and director of the Company, previously was
an officer and director of Bryce Financial, Inc. ("Bryce"), a Colorado
corporation which completed a blank check offering in November 1988. The
offering became effective on September 30, 1988. Pursuant to the offering,
100,000 Units were sold at $10.00 per Unit for net proceeds of approximately
$847,816. Each Unit consisted of 1,000 shares of Common Stock, 1,000 Class
A. Warrants each to purchase one additional share of Common Stock and 1,000
Class B Warrants each to purchase one additional share of Common Stock. The
purpose of the offering was to raise capital to take advantage of business
opportunities which might have potential for profit. In connection with the
organization of Bryce, Mr. Levy purchased 11,666,666 shares of Bryce Common
Stock for approximately $.0001
<PAGE>
per share, or an aggregate cost of $1,250 each. On May 10, 1989, Bryce
entered into a Plan and Agreement of Merger with OMNA Corporation, a Texas
corporation, ("OMNA") and Philip A. Tuttle and Terry K. Dorsey (the "OMNA
Principals") providing for a merger of a wholly-owned subsidiary of Bryce
with and into OMNA. Also on May 10, 1989 Bryce entered into a Plan and
Agreement of Merger with Medical Innovations, Inc., a Texas corporation,
("Medical") and Judy D. Lynch and Thomas J. Kaled (the "Medical Principals')
providing for a merger of Medical with and into a wholly-owned subsidiary of
Bryce. On May 30, 1989 the shareholders of Bryce ratified both of the
mergers, together with a 1 for 75 reverse stock split, a name change to
"Medical Innovations, Inc.", a change in the State of Incorporation from
Colorado to Delaware, and other actions. As a result of the mergers, the
former shareholders of OMNA were to receive 86,900,000 shares (pre-split) of
Bryce Common Stock, assuming none exercise their dissenters rights and the
former shareholders of Medical, received 200,589,800 shares (pre-split) of
Bryce Common Stock, $400,000 in cash, and $500,000 in principal amount of
Subordinated Promissory Notes and June 1, 1992 issued by Bryce.
Additionally, Ms. Lynch and Mr. Kaled each received $150,000 in cash and
21,428,550 shares (pre-split) of Bryce Common Stock in consideration for
executing covenants not to compete with Bryce.
OMNA provides respiratory therapy services and temporary staff nursing
and attendant service to hospitals and other medical care facilities, as
well as home health care services to individual patients. Medical provides
in-home professional nursing care directly to patients in the Houston, Texas
area who require intravenous therapy, and related services and products.
As a condition of the mergers, Bryce was required to repurchase from
its founding shareholders, on a pro rata basis and pursuant to the
Repurchase and Voting Agreements previously entered into between Bryce and
its founding shareholders, an aggregate of 96,666,660 shares of Bryce Common
Stock for an aggregate purchase price of approximately $20,715, or
approximately $.0002 per share, an amount equal to twice the amount paid by
the founding shareholders to acquire such shares in May 1988. Consequently,
Mr. Levy received approximately $2,070 for 9,666,666 of their shares,
leaving each with a balance of 2,000,000 shares of Bryce Common Stock which
constitutes less than one percent of the outstanding shares after the
completion of the mergers.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's business office is located at 6000 E. Evans, Suite 1-
022, Denver, Colorado 80222. The Company pays no rent for this office space,
which is occupied by Mr. Stephan R.Levy. There are no plans to charge the
Company for office space. Otherwise, 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. LEGAL PROCEEDINGS.
No legal proceedings of a material nature to which the Company is a
party were pending during the reporting period, and the Company knows of no
legal proceedings of a material nature
<PAGE>
pending or threatened or judgments entered against any director or officer
of the Company in his capacity as such.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a) PRINCIPAL MARKET OR MARKETS
The Company's securities have never been listed for trading on any
market and are not quoted at the present time. At the present time, the
Company does not know where secondary trading will eventually be conducted.
The place of trading, to a large extent, will depend upon the size of the
Company's eventual acquisition. To the extent, however, that trading will be
conducted in the over-the-counter market in the so-called "pink sheets" or
the NASD's "Electronic Bulletin Board," a shareholder may find it more
difficult to dispose of or obtain accurate quotations as to price of the
Company's securities. In addition, The Securities Enforcement and Penny
Stock Reform Act of 1990 requires additional disclosure related to the
market for penny stock and for trades in any stock defined as a penny stock.
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK
As of the date hereof, a total of 10,381,000 of shares of the
Company's Common Stock were outstanding and the number of holders of record
of the Company's common stock at that date was forty.
(c) DIVIDENDS
Holders of common stock are entitled to receive such dividends as
may be declared by the Company's Board of Directors. No dividends on the
common stock were paid by the Company during the periods reported herein nor
does the Company anticipate paying dividends in the foreseeable future.
(d) THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to the market for penny
stock and for trades in any stock defined as a penny stock. Unless the
Company can acquire substantial assets and trade at over $5.00 per share on
the bid, it is more likely than not that the Company's securities, for some
period of time, would be defined under that Act as a "penny stock." As a
result, those who trade in the Company's securities may be required to
provide additional information related to their fitness to trade the
Company's shares. These requirements present a substantial burden on any
person or brokerage firm who plans to trade the Company's securities and
would thereby make it unlikely that any liquid trading market would ever
result in the Company's securities while the provisions of this Act might be
applicable to those securities.
<PAGE>
(e) BLUE SKY COMPLIANCE
The trading of blank check companies may be restricted by the
securities laws ("Blue Sky" laws) of the several states. Management is aware
that a number of states currently prohibit the unrestricted trading of blank
check companies absent the availability of exemptions, which are in the
discretion of the states' securities administrators. The effect of these
states' laws would be to limit the trading market, if any, for the shares of
the Company and to make resale of shares acquired by investors more
difficult.
The impact of these Blue Sky laws is considered to be minimal since the
Company does not intend to qualify the Company's outstanding securities for
secondary trading in any state until such time as an acquisition or merger
has been consummated.
(f) INVESTMENT COMPANY ACT OF 1940
The Company does not intend to engage in any activities which would
cause it to be classified as an "investment company" under the Investment
Company Act of 1940, as amended. However, to the extent that the Company
would inadvertently become an investment company because of its activities,
the Company would be subjected to additional, costly and restrictive
regulation.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
The following shareholders acquired their respective shares in the
Company during the Company's initial capitalization in 1997 at par value:
NAME NUMBER OF SHARES
Judith Harayda 8,000,000
Stephan R. Levy 100,000
David Wagner 140,000
Mel Kupetz 500,000
Patricia L. Lorie 500,000
Richard H. Steinberg 500,000
Daniel C. Steinberg 500,000
Veronica Brownell 35,000
Diana Wagner 25,000
David M. Summers 1,000
The following shareholders acquired their respective shares in the
Company in March, 1998 at a price of $0.50 per share:
<PAGE>
NAME NUMBER OF SHARES
Letty Weisbart 5,000
Laurie L. Quam 2,000
John B. Quam 2,000
Byung Soo Kim 2,000
Theresa Jones 1,000
Kalman Zeppelin 1,000
Roger Jones 1,000
Michael Bunschwig 1,000
Sandra Steinberg 1,000
Mark Lawrence 1,000
Carol L. Lawrence 1,000
Megan Lawrence 1,000
Courtney S. Lawrence 1,000
Lynn C. Gelfenbaum 1,000
Ellen L. McCain 1,000
Marshall W. McCain 1,000
Michael A. Connelly 1,000
Deborah Connelly 1,000
Michael E. Connelly 1,000
Darius Bozorgpour 1,000
Virginia L. Young 1,000
Linda Jew 600
GeeGee Brunschwig 400
Wawa C. Jew 200
Carolyn Kuhl 200
Jeffrey S. Ginsburg 200
Caryn Ginsburg 200
Ari Brunschwig 200
Dr. Paul Dragul acquired 50,000 shares in the Company in March, 1998
at a price of $0.15 per share for past services as an advisor.
All of the issued and outstanding shares of the Company's common stock
were issued in accordance with the exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, as amended. Ms. Harayda and Mr.
Levy should be considered accredited investors. All of the remaining
investors are considered to be sophisticated investors because of their
previous investment experience and access to information on the Company
necessary to make an informed investment decision.
All of the shareholders of the Company have signed lock up agreements
which will prevent all of the common shares from being sold or transferred,
either in the open market or in a private
<PAGE>
transaction, until the Company has consummated a merger or acquisition and
is no longer classified as a shell corporation under applicable federal or
state law. The share certificates will be held by the Company's counsel
until such merger or acquisition has been consummated. Any liquidation of
the current shareholders after the release of the shares from the lock up
may have a depressive effect upon the trading prices of the Company's
securities in any future market which may develop.
ITEM 11. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 100,000,000 shares of Common Stock,
par value $0.0001 per share, and 10,000,000 shares of non-voting Preferred
Stock, par value $0.0001 per share. As of March 31, 1998, 10,381,000 shares
of Common Stock were outstanding. As of the same date, no Preferred Stock
was issued or outstanding.
COMMON STOCK
The holders of Common Stock have one vote per share on all matters
(including election of Directors) without provision for cumulative voting.
Thus, holders of more than 50% of the shares voting for the election of
directors can elect all of the directors, if they choose to do so. The
Common Stock is not redeemable and has no conversion or preemptive rights.
The Common Stock currently outstanding is validly issued, fully paid
and non-assessable. In the event of liquidation of the Company, the holders
of Common Stock will share equally in any balance of the Company's assets
available for distribution to them after satisfaction of creditors and the
holders of the Company's senior securities, whatever they may be. The
Company may pay dividends, in cash or in securities or other property when
and as declared by the Board of Directors from funds legally available
therefor, but has paid no cash dividends on its Common Stock.
PREFERRED STOCK
Under the Articles of Incorporation, the Board of Directors has the
authority to issue non-voting Preferred Stock and to fix and determine its
series, relative rights and preferences to the fullest extent permitted by
the laws of the State of Colorado and such Articles of Incorporation. As of
the date of this Registration Statement, no shares of Preferred Stock are
issued or outstanding. The Board of Directors has no plan to issue any
Preferred Stock in the foreseeable future.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation authorize the Board of
Directors, on behalf of the Company and without shareholder action, to
exercise all of the Company's powers of indemnification to the maximum
extent permitted under the applicable statute. Title 7 of the Colorado
Revised Statutes, 1986 Replacement Volume ("CRS"), as amended, permits the
Company to indemnify its directors, officers, employees, fiduciaries, and
agents as follows:
<PAGE>
Section 7-109-102 of CRS permits a corporation to indemnify such
persons for reasonable expenses in defending against liability incurred in
any legal proceeding if:
(a) The person conducted himself or herself in good faith;
(b) The person reasonably believed:
(1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(2) In all other cases, that his or her conduct was at least not
opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful.
A corporation may not indemnify such person under this Section 7-109-102 of
CRS:
(a) In connection with a proceeding by or in the right of the
corporation in which such person was adjudged liable to the corporation; or
(b) In connection with any other proceeding charging that such person
derived an improper benefit, whether or not involving action in an official
capacity, in which proceeding such person was adjudged liable on the basis
that he or she derived an improper personal benefit.
Unless limited by the Articles of Incorporation, and there are not such
limitations with respect to the Company, Section 7-109-103 of CRS requires
that the corporation shall indemnify such a person against reasonable
expenses who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the person was a party because of his
status with the corporation.
Under Section 7-109-104 of CRS, the corporation may pay reasonable fees
in advance of final disposition of the proceeding if:
(a) Such person furnishes to the corporation a written affirmation of
the such person's good faith belief that he or she has met the Standard of
Conduct described in Section 7-109-102 of CRS;
(b) Such person furnishes the corporation a written undertaking,
executed personally or on person's behalf, to repay the advance if it is
ultimately determined that he or she did not meet the Standard of Conduct in
Section 7-109-102 of CRS; and
<PAGE>
(c) A determination is made that the facts then known to those making
the determination would not preclude indemnification.
Under Section 7-109-106 of CRS, a corporation may not indemnify such
person, including advanced payments, unless authorized in the specific case
after a determination has been made that indemnification of such person is
permissible in the circumstances because he met the Standard of Conduct
under Section 7-109-102 of CRS and such person has made the specific
affirmation and undertaking required under the statute. The required
determinations are to be made by a majority vote of a quorum of the Board of
Directors, utilizing only directors who are not parties to the proceeding.
If a quorum cannot be obtained, the determination can be made by a majority
vote of a committee of the Board, which consists of at least two directors
who are not parties to the proceeding. If neither a quorum of the Board nor
a committee of the Board can be established, then the determination can be
made either by the Shareholders or by independent legal counsel selected by
majority vote of the Board of Directors.
The corporation is required by Section 7-109-110 of CRS to notify the
shareholders in writing of any indemnification of a director with or before
notice of the next shareholders' meeting.
Under Section 7-109-105 of CRS, such person may apply to any court of
competent jurisdiction for a determination that such person is entitled
under the statute to be indemnified from reasonable expenses.
Under Section 7-107(1)(c) of CRS, a corporation may also indemnify and
advance expenses to an officer, employee, fiduciary, or agent who is not a
director to a greater extent than the foregoing indemnification provisions,
if not inconsistent with public policy, and if provided for in the
corporation's bylaw, general or specific action of the Board of Directors,
or shareholders, or contract.
Section 7-109-108 of CRS permits the corporation to purchase and
maintain insurance to pay for any indemnification of reasonable expenses as
discussed herein.
The indemnification discussed herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under the
Articles of Incorporation, any Bylaw, agreement, vote of shareholders, or
disinterested directors, or otherwise, and any procedure provided for by any
of the foregoing, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of heirs, executors, and administrators of such a
person.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
<PAGE>
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expense incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
ITEM 13. FINANCIAL STATEMENTS.
For financial information, please see the financial statements
included at Item 15 and hereby incorporated by this reference and made a
part hereof.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company did not have any disagreements on accounting and financial
disclosures with its accounting firm during the reporting period.
ITEM 15. FINANCIAL STATEMENT AND EXHIBITS.
The following financial information is filed as part of this
report:
(1) FINANCIAL STATEMENTS
(2) SCHEDULES
The financial statements schedules listed in the
accompanying index to financial statements are filed as
a part of this annual report.
(3) EXHIBITS
The exhibits listed on the accompanying index to
financial statements are filed as part of this annual
report.
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
AUDIT REPORTS
From June 17, 1997 (Inception) through
March 31, 1998
<PAGE>
Janet Loss, C.P.A, P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
UNITED VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Independent Auditor's Report ..................1
Balance Sheet....................................2
Statement of Operations .........................3
Statement of Stockholders' Equity (Deficit) ....4
Statement of Cash Flows .........................5
Notes to Financial Statements .............. 6-7
<PAGE>
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
(303) 220-0227
Board of Directors
United Venture Capital Fund, Inc.
(A Development Stage Company)
6000 East Evans
Building 1, Suite 22
Denver, Colorado 80222-5406
I have audited the accompanying balance sheet of United Venture Capital
Fund, Inc. (A Development Stage Company) as of March 31, 1998, and the
related statements of operations, stockholders' equity and cash flows for
the period from June 17, 1997 (Inception) through March 31, 1998. 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. These 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 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 United Venture Capital
Fund, (A Development Stage Company) as of March 31, 1998, and the results of
its operations and its cash flow for the period from June 17, 1997
(Inception) through March 31, 1998.
Janet Loss, C.P.A., P.C.
April 8, 1998
<PAGE>
<TABLE>
<CAPTION>
UNITED VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 1998
ASSETS
CURRENT ASSETS:
<S> <C>
Cash in checking $22,500
OTHER ASSETS:
Organization costs, net of
amortization 417
TOTAL ASSETS $22,917
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ -
STOCKHOLDERS' EQUITY:
Preferred stock, 10,000,000
shares authorized, $.0001
par value per share,
none issued --
Common stock, 100,000,000
shares authorized, $.0001
par value per share,
10,381,000 shares issued
and outstanding 1,038
Additional Paid-In-Capital 22,992
(Deficit) (1,113)
<PAGE>
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $22,917
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
UNITED VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period from June 17, 1997
(Inception) thru March 31, 1998
<S> <C>
REVENUES: $ -
OPERATING EXPENSES:
Amortization expense 83
Consulting services 1,030
TOTAL OPERATING EXPENSES: 1,113
NET (LOSS) (1,113)
NET (LOSS) PER SHARE N/A
Weighted average number of
shares outstanding 10,301,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
UNITED VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
For the period from June 17, 1997
(Inception) thru March 31, 1998
(Deficit)
Accumulated
Common stock Common Additional during the Stockholders'
Number of stock Paid-In- Development Equity
SHARES AMOUNT CAPITAL STAGE (DEFICIT)
<S> <C> <C> <C> <C> <C>
Balance,
June 17,
1997 10,301,000 $1,030 $ 500 $ - $ 1,530
Shares issued
for cost,
$.0001 per
share 80,000 8 22,492 - 22,500
Net (Loss)
for period from,
June 17, 1997
(Inception) thru
March 31, 1998 (1,113) (1,113)
Balance, March
31, 1998 10,381,000 $1,038 $22,992 $(1,113) $22,917
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
UNITED VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from June 17, 1997
(Inception) thru March 31, 1998
For The Period Ended
MARCH 31, 1998
<S> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (Loss) $(1,113)
ADJUSTMENTS TO RECONCILE
NET LOSS TO NET CASH
USED BY OPERATING ACTIVITIES:
Amortization 83
Stock issued for services 1,030
Stock issued for organization
costs 500
NET CASH PROVIDED BY
FINANCING ACTIVITIES $ 500
CASH USED ROM INVESTING
ACTIVITIES:
Organization costs (500)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance
of capital stock 22,500
NET INCREASE IN CASH $22,500
CASH, BEGINNING OF PERIOD 0
CASH, END OF PERIOD $22,500
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
United Venture Capital Fund, Inc. (A Development Stage Company), a Colorado
Corporation, was incorporated June 17, 1997, for the purpose of seeking
potential business acquisitions or mergers.
ACCOUNTING METHOD
The company records income and expenses on the accrual method.
ORGANIZATION COSTS
Costs incurred in organizing the company are being amortized over a
sixty-month period.
YEAR-END
The company has elected a fiscal year-end of March 31st.
LOSS PER SHARE
Net loss is calculated by dividing the net loss by the weighted average
number of common shares outstanding.
NOTE II -- RELATED PARTY TRANSACTIONS.
The Company maintains its office in space provided by an officer of the company
pursuant to an oral agreement on a rent free basis with reimbursement for out-
of-pocket expenses, such as telephone.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
United Venture Capital Fund, Inc.
Dated: 6/25/98 By: /S/ JUDITH HARAYDA
Judith Harayda
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL OFFICER
Dated: 6/25/98 By: /S/ STEPHAN R. LEVY
Stephan R. Levy
Treasurer and Director
Dated: 6/25/98 By: /S/ JUDITH HARAYDA
Judith Harayda
Director
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
EXHIBITS
TO
United Venture Capital Fund, Inc.
<PAGE>
INDEX TO EXHIBITS
Exhibit Page or
NUMBER DESCRIPTION CROSS REFERENCE
3A Articles of Incorporation *
3B Bylaws *
10A Form of Subscrption Agreement with Lock Up
Provisions *
* Previously filed
<PAGE>
DAVID WAGNER & ASSOCIATES, P.C.
Attorneys and Counsellors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
June 25, 1998
Richard Wulff, Esq.
Chief
Office of Small Business Review
U.S. Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: United Venture Capital Fund, Inc.(The Company)
Form 10-SB
File No. 0-24029
Dear Mr. Wulff;
This is in response to your comment letter of June 19, 1998 concerning the
Company's Form 10-SB filing.
The format herein corresponds to the paragraphs of your comment letter.
GENERAL
1. I have been informed that the Company has no plans to recommend that a
particular consultant be hired.
2. Additional language has been added to discuss criteria for the use of
any consultant which the Company may hire.
3. I have been informed that the Company has had no discussions with any
particular consultant.
LIQUIDITY AND CAPITAL RESOURCES
4. Additional language has been added. However, there is no formal
arrangement with Mr. Levy for additional funds.
SPECIAL ADVISOR
5. There is no written agreement with Dr. Dragul. Additional language has
been added to reflect this fact.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
6. A copy of the Company's Shareholder list is attached with the relevant
information which you have requested. All investors were located in Colorado at
the time of their investment. I have been informed that no shareholders have
been added since the date of the first filing of the Form 10-SB.
ITEM 10. RECENT SALE OF UNREGISTERED SECURITIES
7. The additional disclosure has been added.
YEAR 2000 DISCLOSURE
8. The Company, to the best of its knowledge, information, and belief, has
no disclosure to make with respect to Year 2000 issues.
CONCLUSION
9. The Staff's comments have been noted.
If you have any additional questions, do not hesitate to contact the
undersigned.
DAVID WAGNER & ASSOCIATES, P.C.
David J. Wagner
w/enclosure
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
SHAREHOLDERS' LIST
<TABLE>
<CAPTION>
ISSUED COST PAID INVESTORS SHARES CLASS CURRENT ADDRESS
<S> <C> <C> <C> <C> <C> <C>
6/17/97 0.00 SERVICES JUDITH HARAYDA 8,000,000 R144 1572 S. Spruce St.,
Denver, CO 80231
6/17/97 0.00 SERVICES STEPHAN R. LEVY 100,000 R144 3765 S. Niagray Way,
Denver, CO 80237
6/17/97 0.00 SERVICES DAVID WAGNER 140,000 R144 8400 E. Prentice Ave.,
Penthouse,
Englewood, CO 80111
6/17/97 0.00 GIFTED DIANA WAGNER 25,000 R144 8400 E. Prentice Ave.,
Penthouse,
Englewood, CO 80111
6/17/97 0.00 SERVICES VERONICA BROWNELL 35,000 R144 8400 E. Prentice Ave.,
Penthouse,
Englewood, CO 80111
6/17/97 0.00 SERVICES DAVID M. SUMMERS 1,000 R144 5670 Greenwood Plaza
Blvd., Englewood, CO
80111
6/17/97 0.00 SERVICES MEL KUPETZ 500,000 R144 3335 S. Pontiac St.,
Denver, CO 80224
6/17/97 0.00 SERVICES PATRICIA L. LORIE 500,000 R144 3335 S. Pontiac St.,
Denver, CO 80224
6/17/97 0.00 SERVICES RICHARD H. STEINBERG 500,000 R144 12146 E.Amherst Circle,
Aurora, CO 80014
6/17/97 0.00 SERVICES DANIEL C. STEINBERG 500,000 R144 12146 E.Amherst Circle,
Aurora, CO 80014
6/17/97 0.00 FOUNDERS STOCK 10,301,000 R144
Advisor To The Board
3/31/98 0.15 $7,500 DR. PAUL DRAGUL 50,000 R144 950 E. Harvard Ave.,
#500, Denver, CO 80121
3/31/98 0.50 $500 MARK LAWRENCE 1,000 R144 6172 S. Lima Way,
Englewood, CO 80111
3/31/98 0.50 $500 CAROL L. LAWRENCE 1,000 R144 6172 S. Lima Way,
Englewood, CO 80111
3/31/98 0.50 $500 MEGAN LAWRENCE 1,000 R144 6172 S. Lima Way,
Englewood, CO 80111
3/31/98 0.50 $500 COURTNEY S. LAWRENCE 1,000 R144 6172 S. Lima Way,
Englewood, CO 80111
3/31/98 0.50 $500 LYNN C. GELFENBAUM 1,000 R144 3627 Boxelder Dr.,
Longmont, CO 80503
3/31/98 0.50 $500 ELLEN L. Mc CAIN 1,000 R144 7571 Lost Ranger Peak,
Littleton, CO 80127
3/31/98 0.50 $500 MARSHALL W. McCAIN 1,000 R144 7571 Lost Ranger Peak,
Littleton, CO 80127
3/31/98 0.50 $500 MICHAEL A. CONNELLY 1,000 R144 6266 S.Elmira Circle E.
Englewood, CO 80111
3/31/98 0.50 $500 DEBORAH CONNELLY 1,000 R144 6266 S.Elmira Circle E.
Englewood, CO 80111
3/31/98 0.50 $500 MICHAEL E. CONNELLY 1,000 R144 6266 S.Elmira Circle E.
Englewood, CO 80111
3/31/98 0.50 $500 DARIUS BOZORGPOUR 1,000 R144 2737 S. Langley Court,
Denver, CO 80210
3/31/98 0.50 $500 VIRGINIA L. YOUNG 1,000 R144 7938 S. Datura St.,
Littleton, CO 80120
3/31/98 0.50 $500 SANDRA S. STEINBERG 1,000 R144 12146 E. Amherst Circle
Aurora, CO 80014
3/31/98 0.50 $300 LINDA JEW 600 R144 16331 Stone Ledge Drive
Parker, CO 80134
3/31/98 0.50 $100 WAWA C. JEW 200 R144 16331 Stone Ledge
Drive, Parker, CO
80134
3/31/98 0.50 $100 CAROLYN KUHL 200 R144 3312 E. Cottonwood Ave.
Parker, CO 80134
3/31/98 0.50 $200 GEEGEE BRUNSCHWIG 400 R144 3934 S. Oneida St.,
Denver, CO 80237
3/31/98 0.50 $100 JEFFREY S. GINSBURG 200 R144 9155 S. Mountain
Brush Ct., Highlands
Ranch, CO 80126
3/31/98 0.50 $100 CARYN GINSBURG 200 R144 9155 S. Mountain
Brush Ct., Highlands
Ranchs, CO 80126
3/31/98 0.50 $100 ARI BRUNSCHWIG 200 R144 9123 E. Mississippi
Ave., #4301, Denver,
CO 80231
3/31/98 0.50 $500 MICHAEL BRUNSCHWIG 1,000 R144 3934 S. Oneida St.,
Denver, CO 80237
3/31/98 0.50 $500 ROGER JONES 1,000 R144 1519 S. Telluride St.,
Aurora, CO 80017
3/31/98 0.50 $500 KALMAN ZEPPELIN 1,000 R144 9152 E. Amherst Dr., #C
Denver, CO 80231
3/31/98 0.50 $500 THERESA JONES 1,000 R144 1519 S. Telluride St.,
Aurora, CO 80017
3/31/98 0.50 $1,000 BYUNG SOO KIM 2,000 R144 17784 W. Lunnonhaus Dr.
Apt. #5,
Golden, CO 80401
3/31/98 0.50 $2,500 LETTY WEISBART 5,000 R144 4121 S. Clermont,
Englewood, CO 80110
3/31/98 0.50 $1,000 LAURIE L. QUAM 2,000 R144 1977 S. Vivian St.,
Lakewood, CO 80228
3/31/98 0.50 $1,000 JOHN B. QUAM 2,000 R144 1977 S. Vivian St.,
Lakewood, CO 80228
3/31/98 $22,500 TOTAL SHARES ISSUED 80,000 R144
</TABLE>
