<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
-----------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------ ----------------------
Commission file number 000-24029
---------
UNITED VENTURE CAPITAL FUND, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1454125
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5619 DTC PARKWAY, 11TH FLOOR
ENGLEWOOD, COLORADO 80111
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 267-0038
- --------------------------------------------------------------------------------
(Issuer's telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports,
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Shares Outstanding as of November 10, 1999
- --------------------------------------------------------------------------------
Common Stock, $0.0001 par value 12,697,325
<PAGE> 2
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-QSB and the information incorporated
by reference may include "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. In
particular, your attention is directed to Part I, Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operation. We
intend the disclosure in these sections and throughout the Quarterly Report on
Form 10-QSB to be covered by the safe harbor provisions for forward-looking
statements. All statements regarding our expected financial position and
operating results, our business strategy, our financing plans and the outcome of
any contingencies are forward-looking statements. These statements can sometimes
be identified by our use of forward-looking words such as "may," "believe,"
"plan," "will," "anticipate," "estimate," "expect," "intend" and other phrases
of similar meaning. Known and unknown risks, uncertainties and other factors
could cause the actual results to differ materially from those contemplated by
the statements. The forward-looking information is based on various factors and
was derived using numerous assumptions. Although we believe that the
expectations expressed in these forward-looking statements are reasonable, our
expectations may not turn out to be correct. Actual results could be materially
different from our expectations, including the following:
o we may not be able to generate or obtain sufficient capital to
maintain operations or to satisfy our plans for growth;
o our common stock may not be able to attract suitable market makers and
therefore, may never be approved for listing on the OTC Bulletin Board
or on a national exchange;
o we may lose subscribers or fail to grow our subscriber base;
o we may not successfully integrate new subscribers or assets obtained
through acquisitions;
o we may fail to compete with existing and new competitors;
o we may not be able to sustain our current growth;
o we may not adequately respond to technological developments impacting
the Internet;
o we may fail to identify and correct a significant Year 2000 compliance
problem and experience a major system failure; and
o we may not be able to find needed financing.
This list is intended to identify some of the principal factors that could cause
actual results to differ materially from those described in the forward-looking
statements included elsewhere in this report. These factors are not intended to
represent a complete list of all risks and uncertainties inherent in our
business that have been included in previous private placement memoranda and
that will be provided and in future SEC filings and our press releases.
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNITED VENTURE CAPITAL FUND, INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Consolidated Balance Sheet as of September 30, 1999 1
Consolidated Statements of Operations for the Three and
Six Months Ended September 30, 1999 2
Consolidated Statement of Stockholders' Equity for the Period
Ended September 30, 1999 3
Consolidated Statements of Cash Flows for the Three and
Six Months Ended September 30, 1999 4
Notes to Consolidated Financial Statements 5
</TABLE>
ii
<PAGE> 4
UNITED VENTURE CAPITAL FUND, INC.
DBA UNITED ON LINE, INTERNATIONAL, INC.
BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
------------------
<S> <C>
ASSETS
Cash in bank $ 85,464
Accounts receivable 1,305
Note receivable 309,791
Prepaid ins./rent 7,741
Advances 3,667
-----------
Total current assets 407,968
Property and equipment 205,229
Accum. depreciation (15,227)
-----------
Total property and equipment 190,002
Deposits 7,559
Other assets, net of amortization 31,467
-----------
TOTAL ASSETS 636,996
===========
LIABILITIES AND CAPITAL
Current liabilities 38,988
Long term liabilites --
-----------
Total liabilites 38,988
Capital
Common stock 1,270
Paid in capital 1,394,060
Retained earnings (11,659)
Net income (785,662)
-----------
Total capital 598,008
-----------
TOTAL LIABILITIES AND CAPITAL $ 636,996
===========
</TABLE>
1
<PAGE> 5
UNITED VENTURE CAPITAL FUND, INC.
DBA UNITED ON LINE, INTERNATIONAL, INC.
STATEMENTS OF INCOME FOR THE 2ND QUARTER ENDING SEPTEMBER 30, 1999
AND YEAR TO DATE SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDING SIX MONTHS ENDING
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
------------------- ------------------
<S> <C> <C>
REVENUE
Internet Services $ 12,372 $ 21,629
COST OF REVENUE EARNED
Cost of Internet Services 12,699 20,008
------------ ------------
GROSS PROFIT (327) 1,621
General, Selling, and
Administration Expenses 541,855 767,429
Depreciation/Amortization Expenses 14,938 19,853
------------ ------------
OPERATING LOSS (557,120) (785,661)
Other income (expense) -- --
------------ ------------
NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS $ (557,120) $ (785,661)
============ ============
Basic and diluted loss per
common share $ (0.04) $ (0.06)
============ ============
Weighted average common
shares outstanding 12,552,825 12,698,825
============ ============
</TABLE>
2
<PAGE> 6
UNITED VENTURE CAPITAL FUND, INC.
DBA UNITED ON LINE, INTERNATIONAL, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
TOTAL ADDITIONAL NET
STOCKHOLDER'S COMMON STOCK COMMON STOCK PAID IN INCOME/
EQUITY SUBSCRIBED ISSUED CAPITAL (LOSS)
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
BEGINNING BALANCE
100,000,000 SHARES
AUTHORIZED, 10,381,000
SHARES ISSUED
PAR VALUE, $.0001
JANUARY 1, 1999 9,555 - 1,038 22,992 (14,475)
APRIL 27, 1999
2,000,000 SHARES ISSUED
FOR STOCK PURCHASE IN
ELLENAS INTERNATIONAL, INC. 50,000 200 49,800
ADDITION OF ELLENAS EQUITY TO
PAID IN CAPITAL, NO PAR VALUE 52,817 50,000 2,817
47,075 SHARES SUBSCRIBED
AT $4.00 PER SHARE 188,300 188,300
NET (LOSS) FOR THE PERIOD
JANUARY 1, 1999 THRU
MAY 5, 1999 (90,345) (90,345)
47,075 SHARES ISSUED
AT $4.00 PER SHARE - (188,300) 5 188,295
124,750 SHARES ISSUED 499,000 12 498,988
NET LOSS FOR THE PERIOD ENDING
JUNE 30, 1999 (138,196)
146,000 SHARES ISSUED 584,000 15 583,985
NET LOSS FOR THE PERIOD ENDING
SEPTEMBER 30, 1999 (557,122)
---------------------------------------------------------------------------------
ENDING BALANCE
100,000,000 SHARES AUTHORIZED,
12,698,825 SHARES ISSUED,
PAR VALUE $.0001 PER SHARE
SEPTEMBER 30, 1999 598,009 - 1,270 1,394,060 (797,321)
=================================================================================
</TABLE>
3
<PAGE> 7
UNITED VENTURE CAPITAL FUND, INC.
DBA UNITED ON LINE, INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDING SEPTEMBER 30, 1999
AND FOR THE SIX MONTHS ENDING SEPTEMBER 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDING SIX MONTHS ENDING
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
------------------- ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (557,121) $ (785,662)
Adjustments to reconcile net income to net cash:
Accumulated depreciation 9,060 15,227
Accounts receivable 7,089 (1,305)
Other assets (294,965) (321,199)
Current liabilities (3,947) 38,988
----------- -----------
Total adjustments (282,763) (268,290)
----------- -----------
Net cash used by operations (839,884) (1,053,952)
----------- -----------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Property and equipment (93,684) (211,366)
Other assets - deposits (7,259) (7,759)
Intangible assets (48,678) (89,500)
----------- -----------
Net cash used for investing (149,621) (308,626)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds provided from stock purchases 613,030 1,400,330
----------- -----------
Net cash provided by financing 613,030 1,400,330
----------- -----------
Net increase (decrease) in cash (376,476) 37,752
=========== ===========
Summary
Cash balance at end of period 85,464 85,464
Cash balance at beginning of period (424,717) (186,942)
----------- -----------
Net increase (decrease) in cash $ (339,253) $ (101,478)
=========== ===========
</TABLE>
4
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF ACCOUNTING POLICIES
United Venture Capital Fund, Inc. (the "Company") has prepared the accompanying
financial statement s in accordance to the rules of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with Generally Accepted Accounting
Principals (GAAP) have been condensed or omitted pursuant to such rules and
regulations. In the opinion of the Company's management, these unaudited
financial statements fairly and accurately represent the Company's financial
position as of September 30, 1999, and the results of operations for the three
and six-month periods ending September 30, 1999.
COMPARISON DATA
The Company's current management has been unable to locate comparable balance
sheet or income statement information for the three and six-month period ending
September 30, 1998; therefore, comparable data from these periods has been
omitted from these financial statements. During the period from inception
through April of 1999, the Company was a shell entity and had no operations; any
comparable data from these periods would show little or no activity if it were
available.
LIQUIDITY
The Company has continued to incur operating losses for the period ending
September 30, 1999. Management plans to continue to obtain financing from
outside investors and/or financial institutions. The Company's management
believes that this funding will allow the Company to continue its deployment of
its Wireless Internet Access Service and to increase its expansion efforts
across North America and Europe. These activities will result in increased
earnings and allow the Company to continue to meet its ongoing obligations. It
is likely that the Company's auditors would note that the Company's ability to
continue to raise the capital necessary to fund its ongoing operations would be
a material item as to the success of the future operations of the Company.
ACCOUNTS RECEIVABLE
On August 10, 1999, the company issued a loan to Robert K. Hampe, in the amount
of $324,787, in accordance to certain terms contained in his employment
agreement. As of September 30, 1999, $314,787 of that loan was still
outstanding.
OTHER EVENTS
Effective August 1, 1999, the Board of Directors of the Company voted to
dissolve Ellenas International Corporation, and merged the operations directly
into United Venture Capital Fund. As of the effective date, Ellenas
International Corporation ceased to be a wholly owned subsidiary of the Company.
STOCK ISSUANCES
The Company issued 146,000 shares of its common stock to purchasers during the
three-month period ending September 30, 1999, for aggregate consideration of
$584,000. These shares were issued without registration under federal securities
laws in reliance upon an exemption from registration requirement contained in
the Federal Securities Act of 1933, as amended.
SUBSEQUENT EVENTS
On November 10, 1999, the account receivable from Robert K. Hampe was partially
repaid and reduced by $259,000.
5
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the results of operations and financial
condition of United Venture Capital Fund, Inc. (the "Company") should be read in
conjunction with the Company's Consolidated Financial Statements and the Notes
thereto included elsewhere in this Quarterly Report. We are currently doing
business as United Online International, Inc.
The Company's current fiscal year is from April 1, 1999 to March 31,
2000 ("fiscal 2000"). Prior to this fiscal year, our primary focus has been to
seek opportunities for long-term growth through acquisitions. In April 1999, we
acquired 100% of the issued and outstanding common stock of Ellenas
International Corporation ("Ellenas"), a Colorado-based Internet service
provider. As of August 1, 1999, the Company's Board of Directors voted to
dissolve Ellenas International Corporation and merge Ellenas' operations
directly into the Company. Although our historical financial statements include
those of Ellenas, Ellenas was also in the development stage prior to this fiscal
year. As a result, we carried on no operations and generated no revenues prior
to this fiscal year. The discussion and analysis of our financial condition and
results of operation should be read in this light. Because the Company operated
as a "shell" corporation prior to April of 1999, there is no interim financial
information available for the period ending September 30, 1998. Consequently,
the comparisons, which would typically be made for this quarterly period, are
unavailable.
RESULTS OF OPERATIONS - THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1999
TOTAL REVENUE
The Company's revenues are comprised predominately of dial-up and
dedicated Internet access service. Total revenues grew from $9257 for the three
months ended June 30, 1999 to $12,372 for the three months ended September 30,
1999. Revenue growth is primarily attributable to the addition of dial-up
customers and the addition of customers using the Company's Wireless Internet
access.
GROSS PROFIT/LOSS
Gross profit/loss consists of total revenue less the direct cost of
delivering services and equipment. These costs include contractual dial-up
arrangements with third-party points-of-presence providers or POPs. Gross margin
for the three months ended September 30, 1999 was $(327), or (2.6%) of revenue,
as compared to $1948 for the three months ended June 30, 1999.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Total selling, general, and administrative expenses ("SG&A") increased
from approximately $225,574 for the three months ended June 30, 1999 to $541,855
for the three months ended September 30, 1999. This increase was the result of
higher payroll costs and benefits, consulting expenses and legal and accounting
fees, as the Company grew its business and became a public reporting company.
Payroll and benefits costs increased from $106,964 in the three months ended
June 30, 1999 to $312,681 in the three months ended September 30, 1999 as a
result of increasing the Company's headcount from nine employees in June 1999 to
twenty-five employees and three consultants in September 1999. Legal and
accounting fees decreased from $25,325 for the three months ended June 30, 1999
to $ 10,397 for the three months ended September 30, 1999 as the result of the
costs associated with becoming a publicly reporting company in April of 1999.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased from $4,915 for the three
months ended June 30, 1999 to $14,398 for the three months ended September 30,
1999. The increase was due to higher goodwill amortization associated with the
acquisition of Ellenas International Corporation in April of 1999 and the
6
<PAGE> 10
additional equipment purchased during the period to accompany our growth in
employees.
EFFECTS OF INFLATION
Inflation has not had a material effect on the Company.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended September 30, 1999, the Company's cash used
in operations was $839,884 as compared to $214,067 for the three months ended
June 30, 1999. The increase in cash used in operations primarily resulted from
increased operating losses resulting from the hiring of employees and
consultants, legal and organizational costs, and increased overhead. The Company
expects to continue to have operating cash flow deficiencies for the near future
as it develops and expands its business and develops and deploys its wireless
Internet access service.
For the three months ended September 30, 1999, the Company used
$149,621 in investing activities compared to $159,004 for the three-month period
ended June 30, 1999.
For the three months ended September 30, 1999, the Company's cash
provided by financing activities increased from $787,300 in the three months
ended June 30, 1999 to $613,030, largely as a result of the Company's private
placement of 146,000 shares of common stock.
The Company has funded its operations and working capital needs
primarily through the private placement of the Company's equity securities. In
addition, a portion of the Company's capital expenditures has been financed
through capital lease obligations payable to finance companies.
The Company has cash and cash equivalents of approximately $407,000 as
of September 30, 1999. Management estimates that, based upon its current
expectations for growth, the Company will require additional funding of up to
$15 million through the end of calendar 2000 for the execution of its current
business plan including the financing of its anticipated capital expenditures,
acquisitions and operating losses. Although the Company is actively seeking to
expand its customer base by acquiring other companies that use similar
technologies, we do not presently have any understandings, agreements or
arrangements to acquire other companies. There can be no assurance that the
Company will be successful in its attempts to acquire other companies.
In addition to increasing cash flow from operations, the Company
intends to obtain funding from private placements of equity securities,
establishment of a credit facility to finance equipment purchased and other
capital expenditures. There can be no assurance that we will succeed in raising
sufficient capital to fund the Company's operations and growth opportunities
over the long-term. However, management believes its current operating funds,
along with these additional financing sources, will be sufficient to fund its
cash requirements for at least the next three months.
The sale of additional equity or convertible debt securities could
result in additional dilution to the Company's stockholders. In addition, the
Company will, from time to time, consider the acquisition of or investment in
complementary businesses, products, services, and technologies, and the
repurchase and retirement of debt, which might impact the Company's liquidity
requirements or cause the Company to issue additional equity or debt securities.
There can be no assurance that financing will be available in amounts or on
terms acceptable to the Company, if at all. Should the Company be unsuccessful
in its efforts to raise capital it may be required to modify or curtail its
plans for growth.
YEAR 2000 ISSUES
We are preparing our systems and applications for the Year 2000 (Y2K).
Various problems may result from the improper processing of dates and
date-sensitive calculations by computers and other
7
<PAGE> 11
machinery as the year 2000 is approached and reached. These problems arise from
the fact that most of the world's computer hardware and software have
historically used only two digits to identify the year in a date, often meaning
that the computer will fail to distinguish dates in the "2000s" from dates in
the "1900s." If the computer systems cannot distinguish between the year 1900
and 2000, system failures or other computer errors could result.
STATE OF READINESS
The Company has established a Year 2000 program to coordinate Year 2000
preparation activities and to report findings to the Board of Directors. Our
Year 2000 program consists of five phases: (1) project planning and inventory of
our assets; (2) testing and assessment of remediation requirements; (3) remedial
action by either upgrade or replacement; (4) testing and validation; and (5)
creation of contingency plans in the event of Year 2000 failures. Our program
includes the evaluation of Ellenas, which we acquired in April of 1999.
Our Year 2000 program covers the following: (1) internally developed
software products that we provide to our customers; (2) our information
technology systems; (3) our network elements; and (4) our operational support
systems (including embedded technology). Our Year 2000 program also calls for us
to identify and assess the systems and services of our third party suppliers and
to take appropriate remedial actions and develop contingency plans where
appropriate.
We provide our customers with a software package that, among other
things, allows our customers to access our services. The software package
consists of internally developed software that is bundled with third-party
software. We have completed operational testing phase of our internally
developed software and have concluded that the current shipping version of our
software package (including third-party software) is Year 2000 ready.
We have completed the inventory, assessment and remediation phase of
our Year 2000 program, and have found our systems in compliance. We expect to
complete all five phases by the end of this calendar year.
We have performed a technical review of the most critical third party
systems and surveyed the publicly available statements issued by our vendors of
those systems. In addition, we have contacted our third party vendors and
received information regarding vulnerability to Year 2000 issues. The products
and services that we are using are Year 2000 compliant. The evaluations of these
responses appear accurate and adequate. No contingency plan appears necessary
with any of our vendors.
Preliminary indications are that, since we are a relatively new company
(founded in 1997), Year 2000 issues will not affect most hardware and software
used by the Company. All of the Company's MIS user equipment is based on
Microsoft Windows 95, 98, or NT. Microsoft has issued or is issuing patches that
will make this software compliant by year-end. Internal MIS systems that handle
accounting and customer care are being replaced due to growth needs. All future
software that will be purchased will be Y2K compliant. Users have been briefed
on the necessity for them to check any special, non-mission critical software
that they have purchased for their departments to ensure that it is Y2K
compliant.
With respect to communications from external third parties requesting
that the Company provide verification of Y2K compliance on the Company's goods
and services, the Company sent formal response letters in October 1999. In
addition, we issued requests to all third party vendors that provide goods and
services to the Company to provide verification of Y2K compliance in October
1999. We expect to receive responses by the end of November 1999.
COSTS
The Company is continuing to evaluate the financial impact for Y2K
compliance and expects that
8
<PAGE> 12
total costs will not exceed $50,000. The estimates for the costs of the Year
2000 Program are based upon management's best estimates and may be updated or
revised, as additional information becomes available. As of October 1999, the
Company has incurred approximately $25,000 assessing Year 2000 issues. The
Company is assessing whether or not to hire an external consultant to assess the
state of readiness of all systems, which could be affected by the Year 2000
issue.
RISKS
Our failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, normal business activities or operations.
Presently, however, we believe that our most likely worst case scenario is
associated with third-party services or products. We are heavily dependent on a
significant number of third party vendors to provide network services and
equipment. A significant Year 2000-related disruption of the network services or
equipment provided to the Company by third party vendors could cause customers
to seek alternate providers or cause an unmanageable burden on customer service
and technical support, which in turn could materially and adversely affect the
Company's results of operations, liquidity and financial condition. Although the
Company believes that internal Y2K compliance will be achieved by December 31,
1999, there can be no assurance that the Y2K problem will not have a material
adverse affect on the Company's business, financial condition and results of
operations as a result of third party failures.
Moreover, our business depends on the continued operation of, and
access to, the Internet. If Year 2000 issues disrupt normal operation of the
Internet, our business could be materially and adversely affected.
CONTINGENCY PLANS
The Year 2000 program calls for the development of contingency plans
for at-risk functions. We plan to monitor and address the development of
contingency plans. Because we are only in the preliminary phase of our Year 2000
analysis, we are currently unable to fully assess its risk and determine what
contingency plans, if any, need to be implemented. As we progress in our Year
2000 program and identify specific risk areas, we intend to timely implement
appropriate remedial actions and contingency plans.
The estimates and conclusions included in this discussion contain
forward-looking statements and are based on management's best estimates of
future events. Our expectations about risks, future costs and the timely
completion of our Year 2000 modifications may turn out to be incorrect and any
variance from these expectations could cause actual results to differ materially
from what has been discussed above. Factors that could influence risks, amount
of future costs and the effective timing of remedial efforts include our success
in identifying and correcting potential year 2000 issues and the ability of
third parties to address their Year 2000 issues. The foregoing Year 2000
discussion and the information contained herein is provided as a "Year 2000
Readiness Disclosure" as defined in the Year 2000 Information and Readiness
Disclosure Act of 1998 (Public Law 105-271, 112 Stat. 2386) enacted on October
19, 1998.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not have any derivative financial instruments as of
September 30, 1999. The Company's interest income and expense are sensitive to
changes in the general level of interest rates. In this regard, changes in
interest rates can affect the interest earned on the Company's cash equivalents.
The Company's short-term debt has fixed interest rates and the fair value of
these instruments is affected by changes in market interest rates. To mitigate
the impact of fluctuations in interest rates, the Company generally enters into
fixed rate investing and borrowing arrangements. As a result, the Company
believes that the market risk arising from holding of its financial instruments
is not material.
9
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
During the three months ended September 30, 1999, the Company issued
146,000 shares of common stock to purchasers during the months ended September
30, 1999, for aggregate consideration of $584,000. This transaction was exempt
from registration under Section 4(2) of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATERS TO A VOTE OF SECURITY HOLDERS.
On September 16, 1999, the shareholders of the Company voted to vest
the Board of Directors with the authority to change the name of the Company to
United Online International, Inc.
ITEM 5. OTHER MATTERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
27.1 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K.
On August 17, 1999, the Company filed a Current Report on Form 8-K to
report the Company's replaced Janet Loss, C.P.A., P.C. ("Ms. Loss"),
with Ernst & Young LLP ("E&Y) as its independent auditor for the fiscal
year ended March 31, 2000.
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<PAGE> 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: November 15, 1999.
UNITED VENTURE CAPITAL FUND, INC.
a Colorado corporation
By: /s/ Theodore Hellen
--------------------------------------
Name: Theodore Hellen
Title: Chairman of the Board and Director
(Principal Executive Officer)
By: /s/ Robert Hampe
--------------------------------------
Name: Robert Hampe
Title: Chief Financial Officer (Principal
Financial and Accounting Officer)
11
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<S> <C>
27.1 Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF UNITED VENTURE CAPITAL FUND FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 85,464
<SECURITIES> 0
<RECEIVABLES> 322,504
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 407,968
<PP&E> 205,229
<DEPRECIATION> 15,227
<TOTAL-ASSETS> 636,996
<CURRENT-LIABILITIES> 38,988
<BONDS> 0
0
0
<COMMON> 1,270
<OTHER-SE> 596,738
<TOTAL-LIABILITY-AND-EQUITY> 636,996
<SALES> 12,372
<TOTAL-REVENUES> 12,372
<CGS> 12,699
<TOTAL-COSTS> 556,793
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (557,120)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (557,120)
<EPS-BASIC> (0.4)
<EPS-DILUTED> (0.4)
</TABLE>
