SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1O-QSB
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended October 31, 1998.
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 No.0-24211
NATIONAL VENTURE CAPITAL FUND, INC.
(Exact Name of Small Business Issuer as specified in its charter)
COLORADO 84-1432661
(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
1977 S. Vivian Street
LAKEWOOD, COLORADO 80228
(Address of principal executive offices) (zip code)
(303) 763-5630
(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) had 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
The number of shares outstanding of Registrant's common stock, par value
$0.0001 per share, as of October 31, 1998 were 20,101,000 common shares.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM I. Financial Statements
See attached financial statements
ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Company has generated no revenues from its operations since
inception. Since the Company has not generated revenues and has never been
in a profitable position, it operates with minimal overhead. The Company's
primary activity will be to seek an acquisition candidate. As of the end of
the reporting period, the Company has concluded no acquisitions and has
spoken with no potential candidates. The attempt to seek an acquisition
candidate or candidates will be the primary focus of the Company's
activities in the coming fiscal year.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had no cash or cash
equivalents. There was no significant change in working capital during
this fiscal year.
Management feels that the Company has inadequate working capital to
pursue any business opportunities other than seeking an acquisition
candidate. The Company will have minimal capital requirements prior to the
consummation of any acquisition but can pursue an acquisition candidate.
Until a suitable candidate is identified, Mr. Howard C. Cadwell and Ms.
Laurie L. Quam will personally provide the necessary funds for the
operation of the Company, which are expected to be minimal. There is no
plan to reimburse either Mr.Cadwell or Ms. Quam for any advances. The
Company does not intend to pay dividends in the foreseeable future.
PART II- OTHER INFORMATION
ITEM 1. 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 2. Changes in Securities. None.
ITEM 3. Defaults upon Senior Securities. None.
ITEM 4. Submission of Matters to a Vote of Security Holders. None
<PAGE>
ITEM 5. Other Information. None.
ITEM 6. Exhibits and Reports on Form 8-K.
No exhibits as set forth in Regulation S-K are considered necessary in this
lO-QSB filing. No reports on Form 8-K were filed as of the most recent
fiscal quarter.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NATIONAL VENTURE CAPITAL, INC.
Dated:12/1/98 By. ///HOWARD C. CADWELL///
Howard C. Cadwell
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 AND ACCOUNTING
OFFICER
Dated:12/1/98 By: ///LAURIE L. QUAM///
Laurie L. Quam
Treasurer
<PAGE>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
FORM 10-QSB QUARTERLY REPORT
OCTOBER 31, 1998
Janet Loss, C.P.A, P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
<PAGE>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
INDEX TO FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS
PART I - FINANCIAL STATEMENTS
ITEM PAGE
Condensed Balance Sheets as of
October 31, 1998 and April 30, 1998.........1
Condensed Statements of Operations
for the three and six months ended
October 31, 1998 and 1997 and for the period
from June 12, 1997 thru October 31, 1998... 2
Statement of Stockholders' Equity (Deficit)
for the six months ended
October 31, 1998.............................3
Condensed Statements of Cash Flows
for the three and six months ended
October 31, 1998 and for the period
from June 12, 1997 thru
October 31, 1998.............................4
Notes to Condensed Financial Statements........5
Item 2 - Management's Discussion and
Analysis or Plan of Operation................6
Part II - Other Information
Exhibits and Reports on Form 8-K
(A) Exhibits - None
(B) Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
October 31, 1998
October 31
1998 April 30,
(UNAUDITED) 1998
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash in Checking $22,129 $30,000
OTHER ASSETS:
Organization Costs,
Net of amortization 367 417
Deferred Offering
Costs 3,855 0
TOTAL OTHER ASSETS 4,222 417
TOTAL ASSETS $26,351 $30,417
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ - $ -
STOCKHOLDERS' EQUITY:
Preferred stock,
10,000,000 shares
authorized, $.0001
par value per share,
none issued - -
Common stock,
100,000,000 shares
authorized, $.0001
par value per share,
20,101,000 shares
issued and outstanding 2,010 2,010
Additional Paid-In-
Capital 30,490 30,490
(Deficit) (6,149) (2,083)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $26,351 $30,417
"See notes to condensed financial statements."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NATIONAL VENTURE CAPITAL FUND, INC.
( A Development Stage Capital)
CONDENSED STATEMENTS OF OPERATIONS
For the three months ended October 31, 1998 and
for the period from June 12, 1997 (Inception) thru October 31, 1998
For the three For the six From Inception
months ended months ended (June 12, 1997)
October 31, October 31, thru October 31,
1998 1997 1998 1997 1998
<C> <C> <C> <C> <C> <C>
REVENUES: $ 0 $ 0 $ 0 $ 0 $ 0
OPERATING EXPENSES:
Advertising Expense 0 0 547 0 547
Amortization Expense 25 25 50 35 133
Consulting Services 0 0 1,000 2,000 3,000
Entertainment 228 0 457 0 457
Office Expenses 259 0 946 0 946
Postage 526 0 526 0 526
Telephone Expenses 140 0 540 0 540
Total Operating
Expenses: 1,178 25 4,066 2,035 6,149
NET (LOSS) $(1,178) $(25) $(4,066) $(2,035) $(6,149)
NET (LOSS)
PER SHARE N/A N/A N/A N/A N/A
Weighted average
number of shares
outstanding 20,101,000 4,001,000 20,101,000 4,001,000 N/A
"See notes to condensed financial statements."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
For the six months ended October 31, 1998
(Deficit)
Accumulation
Common stock Common Additional during the Stockholders'
Number of stock Paid-In- Development Equity
SHARES AMOUNT CAPITAL STAGE (DEFICIT)
<S> <C> <C> <C> <C> <C>
Balance,
July 1,
1998 20,101,000 $2,010 $30,490 $(2,083) $30,417
Net (Loss)
for the six
months ended
October 31, 1998 (4,066) (4,066)
Balance,
October 31,
1998 20,101,000 $2,010 $30,490 $(6,149) $26,351
"See notes to condensed financial statements."
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the six months ended October 31, 1998 and 1997
and for the period from June 12, 1997 (Inception)
thru October 31, 1998
From Inception
For the six For the six (June 12, 1997)
months ended months ended thru October 31,
OCTOBER 31, 1998 OCTOBER 31, 1997 1998
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING
ACTIVITIES:
Net (Loss) $(4,066) $(2,035) $(6,149)
ADJUSTMENTS TO
RECONCILE NET
LOSS TO NET CASH
USED IN OPERATING
ACTIVITIES:
Amortization 50 35 133
Stock issued
for services 0 2,000 2,000
Stock issued
for organization
costs 0 500 500
Net Cash Provided
by Financing
Activities (4,016) 500 (3,516)
CASH USED FROM
INVESTING
ACTIVITIES:
Organization costs 0 (500) (500)
Deferred offering
costs (3,855) 0 (3,855)
CASH FLOWS FROM
FINANCING
ACTIVITIES:
Proceeds from
issuance of
capital stock 30,000 0 30,000
NET INCREASE IN
CASH $22,129 0 22,129
CASH, BEGINNING OF
THE PERIOD 0 0 0
CASH, END OF
THE PERIOD $22,129 $ 0 $22,129
"See notes to condensed financial statements."
</TABLE>
<PAGE>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB and Regulation S-B. Accordingly,
they do not include all of the information and footnotes
required by generally accepted accounting principles for
complete financial statements. The accompanying statements
should be read in conjunction with the audited financial
statements included in the Company's April 30, 1998 Annual
Report on Form 10-KSB. In the opinion of management, all
adjustments (consisting only of normal recurring accruals)
considered necessary in order to make the financial statements
not misleading, have been included. Operating results for the
six months ended October 31, 1998 are not necessarily indicative
of the results that may be expected for the full calendar year
ended April 30, 1999. The financial statements are presented on
the accrual basis.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001061063
<NAME> NATIONAL VENTURE CAPITAL FUND, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-END> OCT-31-1998
<CASH> 22,129
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,129
<PP&E> 4,222
<DEPRECIATION> 0
<TOTAL-ASSETS> 26,351
<CURRENT-LIABILITIES> 000
<BONDS> 0
0
0
<COMMON> 2,010
<OTHER-SE> 24,341
<TOTAL-LIABILITY-AND-EQUITY> 26,251
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,066
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,066)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,066)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
