<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) May 18, 1999
UNITED VENTURE CAPITAL FUND, INC.
---------------------------------
(Exact Name of Small Business Issuer as specified in its charter)
Colorado 0-24029 84-1454125
--------------- ------------ --------------------------
(State or other (Commission (IRS Employer File Number)
jurisdiction of File Number)
incorporation)
5619 DTC Parkway, 11th Floor
Englewood , Colorado 80111
----------------------------
(Address of principal executive offices and zip code)
(303) 337-1993
--------------
(Registrant's telephone number, including area code)
<PAGE>
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. CHANGES IN CONTROL OF REGISTRANT.
On April 27, 1999, the Registrant acquired 100% of the issued and
outstanding common shares of Ellenas International Corporation, a
private Colorado company which is in the business of being an
internet service provider. The Registrant issued 2,000,000 common
shares to Theodore Hellen, the sole shareholder of Ellenas
International Corporation. The prior officers and directors of the
Registrant resigned and where succeeded by the following persons:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Theodore Hellen Chairman and Director
Cliff C. Thompson President and Director
Martin Nicoluin Director
Marcus Brownson Director
Robert Hampe Director
John Nikolaou Secretary and Director
</TABLE>
The Registrant has attached acquisition financial statements to this
Form 8-K.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1 above.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
Item 5. OTHER EVENTS
Not Applicable
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
See Item 1 above.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not Applicable
Item 8. CHANGE IN FISCAL YEAR.
Not Applicable
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITED VENTURE CAPITAL FUND, INC.
Dated: May 18, 1999 By: /s/ Theodore Hellen
---------------------------
Chairman
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UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
AUDIT REPORT
FOR THE PERIOD FROM
JANUARY 1, 1999 THRU MAY 5,1999
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
3525 SOUTH TAMARAC DRIVE, SUITE 120
DENVER, COLORADO 80237
<PAGE>
INDEX TO FINANCIAL STATEMENTS
UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM PAGE
- ---- ----
<S> <C>
Report of Certified Public Accountant...................... 1
Consolidated Balance Sheet, May 5, 1999.................... 2-3
Consolidated Statement of Operations,
For Period January 1, 1999 thru May 5, 1999................ 4
Consolidated Statement of Stockholders' Equity,
For Period January 1, 1999 thru May 5, 1999................ 5
Consolidated Statement of Cash Flows,
For Period January 1, 1999 thru May 5, 1999................ 6-7
Consolidated Notes to Financial Statements................. 8-10
</TABLE>
<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 Funds, Inc. and Subsidiary
1181 South Parker Road
Suite 102
Denver, Colorado 80231-2152
I have audited the accompanying consolidated Balance Sheet of United Venture
Capital Fund, Inc. and Subsidiary as of May 5, 1999 and the related
consolidated Statements of Operations, Stockholders' Equity and Cash Flows
for the period ended January 1, 1999 thru May 5, 1999.
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 examining, on a test basis,
evidence supporting the amounts and disclosure in its financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of United
Venture Capital Fund, Inc. and Subsidiary as of May 5, 1999 and the results
of their operations and their cash flow for the period January 1, 1999 thru
May 5, 1999.
/s/ Janet Loss, C.P.A., P.C.
Janet Loss, C.P.A., P.C.
May 12, 1999
1
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
MAY 5, 1999
ASSETS
<TABLE>
<S> <C> <C>
CURRENT ASSETS:
Cash in checking $ 186,942
Accounts Recievable 5,595
-----------
Total Current Assets 192,537
FIXED ASSETS:
Furniture 5,600
Equipment 24,674
-----------
Sub-total 30,274
Less accumulated
Depreciation (4,370)
-----------
Net Fixed Assets 25,904
----------
OTHER ASSETS:
Customers' lists $ 39,000
Security Deposit 509
Organization Costs,
net of amortization 307
-----------
Total Other Assets 39,816
----------
TOTAL ASSETS $ 258,252
----------
----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C>
CURRENT LIABILITIES:
Accounts Payable $ 7,142
Due to United Online, Inc. 40,788
--------
Total current liabilities 47,930
STOCKHOLDERS' EQUITY:
Preferred stock
10,000,000 shares authorized
$.0001 par value per share,
none issued 0
Common stock subscribed 188,300
Common stock, 100,000,000
Shares authorized, $.0001
Par value per share,
12,381,00 shares issued and
outstanding. 1,238
Additional Paid In Capital 122,792
(Deficit) (102,003)
-----------
Total Stockholders' Equity 210,327
----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 258,257
----------
----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
STATEMENT OF OPERATIONS
For the Period
January 1, 1999 thru May 5, 1999
<TABLE>
<CAPTION>
PERIOD ENDED
MAY 5,1999
------------
<S> <C> <C>
REVENUES:
On-Line income $ 7,452
Cost of goods sold 8,597
-----------
Gross Profit (Loss) (1,145)
OPERATING EXPENSES:
Accounting and legal fees $ 24,250
Advertising 594
Amortization 35
Contract labor 21,086
Consulting Expenses 35,000
Depreciation 1,122
Entertainment 462
Freight Expense 46
Licenses and filing fees 464
Merchant Fees 330
Office Expense 2,390
Rent Expense 509
Telephone Expense 2,401
Cellular Telephone 511
-----------
TOTAL OPERATING EXPENSES 89,200
-----------
NET (LOSS) $ (90,345)
-----------
NET (LOSS)
PER COMMON SHARE (.009)
-----------
-----------
WEIGHTED AVERAGE NUMBER
OF COMMON STOCK OUTSTANDING 10,509,000
-----------
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Common Accumulated
Stock Common Additional During the Stockholders'
Number of Stock Common Stock Paid-In Development Equity
Shares Subscribed Amount Capital Stage (Deficit)
------ ---------- ------ ------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance
January 1,1999 10,381,000 0 1,038 $ 22,992 $ (14,475) $ 9,555
Shares issued for
Acquisition effective 2,000,000 0 200 49,800 0 50,000
April 27,
1999(see note 2)
To reflect 0 0 0 50,000 2,817 52,817
Acquisition effective
April 27, 1999
49,075 shares 188,300
subscribed at $4.00 per 0 188,300 0 0 0
share
Net (Loss) for
The Period January 0 0 0 (90,345) (90,345)
1, 1999 thru May 5, 1999
- ------------------------------------------------------------------------------------------------------------------------------
Balance 12,381,000 188,300 1,238 $122,792 $ (102,003) $ 210,327
May 5, 1999 ---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Period January 1, 1999 thru May 5, 1999
<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 1, 1999
THRU MAY 5, 1999
----------------
<S> <C>
NET (LOSS) $(90,345)
Adjustments to Reconcile
Net (Loss) to Cash used
By Operating Activities:
Amortization 35
Depreciation 1,122
CHANGES IN OPERATING
ASSETS AND LIABILITIES:
Decrease in Other Receivables (1,000)
Increase in Receivables 5,595
Increase in Accounts Payable 6,472
Increase in Due to
United On-Line, Inc. 40,788
Increase in Organization Costs (307)
--------
NET CASH PROVIDED
(USED)BY OPERATING
ACTIVITIES (37,640)
--------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Purchased Fixed Assets (24,709)
Purchased Customers' Lists (39,000)
Security Deposit (509)
--------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (64,218)
--------
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS - CONTINUED
For the Period of January 1, 1999 thru May 5, 1999
<TABLE>
<CAPTION>
FOR THE PERIOD
JANUARY 1, 1999
THRU MAY 5, 1999
----------------
<S> <C>
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from additional
Funds paid-in capital $ 99,800
Capital Stock issued 200
Capital stock Subscribed 188,300
--------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 288,300
--------
NET INCREASE IN CASH 186,442
Cash, Beginning of period 500
--------
Cash, end of period $186,942
--------
--------
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND HISTORY
United Venture Capital Fund, Inc., a Colorado Corporation, was incorporated
June 17, 1997, for the purpose of seeking potential business acquisitions or
mergers.
Upon the completion of the acquisition of Ellenas International Corporation,
the Company has ceased from being a development stage company. This
acquisition was effective April 27, 1999. (See note 2)
Ellenas International Corporation is a Colorado corporation which was
incorporated October 3, 1996 for the purpose of engaging in consulting
services. The company has ceased its consulting operations in February of
1998 and has been inactive since 1998. In January of 1999, the Company made
the decision to enter the Internet business.
On April 10, 1999 the Company signed an Agreement to purchase certain assets
from another Colorado corporation, United Online, Inc. United Online, Inc. is
an Internet service provider company.
<TABLE>
<S> <C>
Furniture $ 5,600
Equipment 7,100
Customer's Lists and
Domain Names 39,000
-------
$51,700
-------
-------
</TABLE>
The amount due to United Online, Inc. of $40,787 is payable on demand.
NOTE 2 - MERGER ACTIVITIES
On April 27, 1999, an Agreement and plan of reorganization was entered into
between UNITED VENTURE CAPITAL FUND, INC. and ELLENAS INTERNATIONAL
CORPORATION. This reorganization qualified as a tax-free reorganization under
Section 351 of the Internal Revenue Code of 1986, as amended, and the
applicable provisions of Colorado tax laws.
The acquisition, effective as of April 27, 1999 was completed through a
tax-free exchange of securities by the Company's issuance of 2,000,000 shares
of its common stock in exchange for all of the issued and outstanding common
shares of Ellenas International Corporation.
8
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - SUMMARY OF SIGNIFICANT POLICIES
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.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 4 - RELATED PARTIES
The Company has paid consulting fees of $35,000 to stockholders of the
Company and has also paid $6,730 for travel expenses of the stockholders.
NOTE 5 - LEASE AGREEMENT
The Company signed a three year lease agreement for office space starting in
April of 1999 for $550 per month.
9
<PAGE>
UNITED VENTURE CAPITAL FUNDS, INC.
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - SIGNED AGREEMENT
On April 9, 1999, an internet partnership agreement was signed between Ellenas
International Corporation and Franklin & Fisk for internet services.
10
