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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: March 31, 1999
Commission File No. 0-24029
United Venture Capital Fund, Inc.
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(Exact Name of Small Business Issuer as specified in its charter)
Colorado 84-1454125
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(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
2121 S. Oneida St., Suite 332
Denver, Colorado 80224
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(Address of principal executive offices) (zip code)
(303) 759-3053
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(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
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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:
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ ]
State issuer's revenues for its most recent fiscal year $-0-; The
aggregate market value of the voting stock of the Registrant held by
non-affiliates as of March 31, 1999 was not able to be determined since the
Registrant's stock has not ever traded. The number of shares outstanding of
the Registrant's common stock, as of the latest practicable date, March 31,
1999, was 10,381,000
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 13.
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PART I
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 2121 S. Oneida
St., Suite 332 Denver, Colorado 80224.
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 hereof, 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 has not been subject to any bankruptcy, receivership or
similar proceeding.
(b) NARRATIVE DESCRIPTION OF THE BUSINESS
GENERAL
From inception to the date hereof, 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
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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 a Form 10SB, the Company became subject to
the reporting obligations under the Exchange Act. These include this 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.
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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 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.
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
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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.
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;
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(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.
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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 hereof.
(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, 1999, the Company had no backlogs.
(h) EMPLOYEES
At as of the date hereof, the Company has no employees. The Company does
not plan to hire employees in the future.
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(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.
(m) SUBSEQUENT EVENT
On April 27, 1999, the Company 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 Company issued 2,000,000 common shares to Theodore Hellen, the
sole shareholder of Ellenas International Corporation. The prior officers and
directors of the Company resigned and where succeeded by the following
persons:
<TABLE>
<CAPTION>
Name Position
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<S> <C>
Theodore Hellen Chairman and Director
Cliff C. Thompson President and Director
Martin Nicoulan Director
Marcus Brownson Director
John Nicolaun Secretary and Director
</TABLE>
ITEM 2. DESCRIPTION OF PROPERTIES.
As of March 31, 1999, the Company's business office was located at
2121 South Oneida Street, Suite 332, Denver, Colorado 80224. The Company
pays no rent for this office space, which is occupied by Mr. Stephan R.Levy,
an Officer and Director of the Company. The Company had no properties as of
March 31, 1999.
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ITEM 3. 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 pending or threatened or judgments
entered against any director or officer of the Company in his capacity as
such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company did not submit any matter to a vote of security holders
through solicitation of proxies or otherwise during the fourth quarter of the
fiscal year covered by this report.
PART II
ITEM 5. 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.
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(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.
(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 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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
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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 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 7. FINANCIAL STATEMENTS.
The complete financial statements are included at Item 13 herein.
ITEM 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
The Company did not have any disagreements on accounting and financial
disclosures with its present accounting firm during the reporting period.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The Directors and Executive Officers of the Company, their ages and
positions held in the Company as of March 31, 1998 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD
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<S> <C> <C>
Judith F. Harayda 50 President and Director
Stephan R. Levy 59 Secretary, Treasurer and Director
</TABLE>
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
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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.
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 will provide such
advice on general business and financial matters as may be requested by the
Board of Directors from time to time, with a special emphasis on medical
devices and pharmaceuticals. He has been associated with a number of business
ventures, which has consisted of personal real estate investing, involvement
with National Ear Care Plan, a private company which provides hearing testing
across the country, private investments through his professional corporation,
and personal investments in the equity and bond market.
Dr. Dragul 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
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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.
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.
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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 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.
14
<PAGE>
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 S. 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 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
15
<PAGE>
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.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires the Company's officers and directors and persons owning more than
ten percent of the Company's Common Stock, to file initial reports of
ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Additionally, Item 405 of Regulation S-B under the 34 Act
requires the Company to identify in its Form 10-KSB and proxy statement those
individuals for whom one of the above referenced reports was not filed on a
timely basis during the most recent fiscal year or prior fiscal years. Given
these requirements, the Company has the following report to make under this
section. None of the Officers or Directors of the Company made timely
filings of their Forms 3 and 5 in the last fiscal year. All such persons
eventually made the filings and have been counseled concerning their
responsibilities regarding future compliance with these rules.
ITEM 10. EXECUTIVE COMPENSATION.
16
<PAGE>
None of the Company's officers and/or directors receive any compensation
for their respective services rendered to the Company, nor have they received
such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not
expected to occur until the Registrant has generated revenues from
operations. Any compensation will be dependent upon a combination of factors,
including the percentage of time a person devotes to the business of the
Registrant, experience, ability of the Registrant to pay, and other items.
The Company has no retirement, pension, profit sharing, stock option,
insurance or other similar programs.
ITEM 11. 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, 1999, 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.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
- ------------------- --------------------------- ----------
<S> <C> <C>
Judith Harayda(3) 8,000,000 69.9%
2121 S. Oneida St., Suite 332
Denver, Colorado 80224
Stephan R. Levy 100,000 0.3%
2121 S. Oneida St., Suite 332
Denver, Colorado 80224
All Officers and Directors as a Group 8,100,000 94.7%
(two persons)
</TABLE>
(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
17
<PAGE>
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 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company's business office is located at 2121 S. Oneida St., Suite 332
Denver, Colorado 80224. 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.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following financial information is filed as part of this
report:
(1) FINANCIAL STATEMENTS
(2) SCHEDULES
(3) EXHIBITS. The following exhibits required by Item 601
to be filed herewith are incorporated by reference to
previously filed documents:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3A Articles and Bylaws +
3B Articles of Amendment+
10A Form of Subscrption Agreement with Lock Up Provisions +
</TABLE>
+ Previously filed.
(b) REPORTS ON FORM 8-K. The Company filed no reports on Form 8-K
during the fourth quarter of the fiscal year ended March 31, 1999.
18
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
AUDIT REPORTS
FOR THE YEAR ENDED MARCH 31, 1999
And for the period June 17, 1997 (Inception) through March 31, 1999
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
INDEX TO FINANCIAL STATEMENTS
UNITED VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM PAGE
- ---- ----
<S> <C>
Independent Auditor's Report............................................. 1
Balance Sheets........................................................... 2-3
Statements of Operations................................................. 4
Statements of Stockholders' Equity (Deficit)............................. 5
Statements of Cash Flows................................................. 6
Notes to Financial Statements............................................ 7
</TABLE>
<PAGE>
Janet Loss C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drice, Suite 120
Denver, Colorado 80237
(303)220-0227
Board of Directors
United Venture Capital Fund, Inc.
(A Development Stage Company)
2121 S. Oneida Street #332
Denver, Colorado 80224
I have audited the accompanying Balance Sheets of United Venture Capital
Fund, Inc. (A Development Stage Company) as of March 31, 1999 and 1998 and
the related statements of operations, stockholders' equity, and cash flows
for the year ended March 31, 1999 and 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,
Inc. (A Development Stage Company) as of March 31, 1999 and 1998 and the
results of its operations and its cash flow for the period from June 17, 1997
(Inception) through March 31, 1998.
/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.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
MARCH 31, 1999 AND 1998
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS: 1999 1998
------- -------
<S> <C> <C>
Cash in checking $ 6,837 $22,500
------- -------
OTHER ASSETS:
Organization Costs, net of amortization 317 417
------- -------
TOTAL ASSETS $ 7,154 $22,917
------- -------
------- -------
</TABLE>
2
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES: 1999 1998
-------- --------
<S> <C> <C>
Accounts Payable $ 6,837 $ ----
-------- --------
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 1,038
Additional Paid-In Capital 22,992 22,992
(Deficit) (23,713) (1,113)
-------- --------
Total Stockholders' Equity 317 22,917
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $ 7,154 $ 22,917
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
UNITED VENTURE CAPITAL FUND, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the Year Ended March 31, 1999 And for
the Period from June 17, 1977 (Inception) through March 31, 1998
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
REVENUES:
$ --- $ ---
------------ ------------
OPERATING EXPENSES:
Accounting $ 1,850 $ ---
Amortization Expense 100 83
Consulting Services --- 1,030
Advertising Expense 4,271 ---
Entertainment & Meetings 1,563 ---
Filing Fees 644 ---
Legal Expenses 8,163 ---
Office Expenses 3,698 ---
Postage 1,133 ---
Telephone Expense 1,178 ---
------------ ------------
TOTAL OPERATING EXPENSES: $ 22,600 $ 1,113
------------ ------------
NET (LOSS) $ (22,600) $ (1,113)
------------ ------------
------------ ------------
NET (LOSS)
PER COMMON SHARE (.002) N/A
------------ ------------
------------ ------------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 10,381,000 10,301,000
------------ ------------
------------ ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the year ended March 31,1999 and for the period from
June 17, 1997 (Inception) thru March 31, 1998
<TABLE>
<CAPTION>
(Deficit)
Common Stock Common Additional Accumulated during Stockholders'
Number of Stock Paid-In the 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)
---------- -------- ---------- ------------------ -------------
10,381,000 $ 1,038 $ 22,992 (1,113) 22,917
Net (Loss) for the Year
ended March 31, 1999 (22,600) (22,600)
---------- -------- ---------- ------------------ -------------
Balance, March 31,1999 10,381,000 $ 1,038 22,992 $ (23,713) $ 317
---------- -------- ---------- ------------------ -------------
---------- -------- ---------- ------------------ -------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
UNITED VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Year Ended March 31, 1999 and For the Period From June 17, 1997
(Inception) Through March 31,1999
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE PERIOD ENDED
MARCH 31, 1999 MARCH 31, 1998
------------------ --------------------
<S> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net (Loss) $(22,600) $ (1,113)
ADJUSTMENTS TO RECONCILE
NET LOSS TO NET CASH
USED BY OPERATING ACTIVITIES:
Amortization: 100 83
Stock Issued for
Services: --- 1,030
Stock Issued for
Organization Costs: --- 500
CHANGES IN OPERATING
ASSETS AND LIABILITIES:
Increase in
Accounts Payable: 6,837 --------
-------- --------
Net Cash Provided by
Financing Activities: (15,663) 500
CASH USED FROM
INVESTING ACTIVITIES:
Organization Costs: --- (500)
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from Issuance of
Capital Stock: -------- 22,500
-------- --------
Net Increase (Decrease)
In Cash (15,663) 22,500
Cash, Beginning of Period: 22,500 --------
-------- --------
Cash End of Period: $ 6,837 $ 22,500
-------- --------
</TABLE>
The Accompanying notes are an integral part of the financial statements.
6
<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 March 31st.
LOSS PER SHARE
Net loss is calculated by dividing the net loss by the weighted average
number of common shares outstanding.
NOTE 2- 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 the
reimbursement for out-of-pocket expenses, such as telephone.
NOTE 3- SUBSEQUENT EVENTS
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.
7
<PAGE>
SIGNATURES
In accordance with 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.
United Venture Capital Fund, Inc.
Dated: 5/13/99 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: 5/13/99 By: /s/ Stephan R. Levy
---------------------------
Stephan R. Levy
Treasurer and Director
Dated: 5/13/99 By: /s/ Judith Harayda
---------------------------
Judith Harayda
Director
19
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
EXHIBITS
TO
United Venture Capital Fund, Inc.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page or
Number Description Cross Reference
- ------- ----------- ---------------
<S> <C> <C>
3A Articles of Incorporation *
3B Bylaws *
10A Form of Subscrption Agreement with Lock Up Provisions *
</TABLE>
* Previously filed
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 6,837
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 317
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,154
<CURRENT-LIABILITIES> 6,837
<BONDS> 0
0
0
<COMMON> 1,038
<OTHER-SE> (721)
<TOTAL-LIABILITY-AND-EQUITY> 7,154
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 22,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (22,600)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,600)
<EPS-BASIC> (.002)
<EPS-DILUTED> 0
</TABLE>
