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 January 31, 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: 0-24211
NATIONAL VENTURE CAPITAL FUND, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1432661
------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1977 S. Vivian Street, Lakewood, Colorado 80228
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(Address of principal executive offices)
(303) 763-5630
-------------------------
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 [ ]
The number of shares outstanding of the issuer's classes of common equity, as of
January 31, 1999 was 20,101,000 shares of Common Stock.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
1
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
FORM 10-QSB QUARTERLY REPORT
January 31, 1999
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
2
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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
January 31, 1999 and April 30, 1998 ......................................... 4
Condensed Statements of Operations for the
Three and nine months ended January 31,
1999 and 1998 and for the period from
June 12, 1997 thru January 31, 1999 ......................................... 5
Statement of Stockholders' Equity (Deficit)
For the nine months ended January 31, 1999 .................................. 6
Condensed Statements of Cash Flows for the
Three and nine months ended January 31, 1999
And for the period from June 12, 1997
Thru January 31, 1999 ....................................................... 7
Notes to Condensed Financial Statements ..................................... 8
Item 2 - Management's Discussion and
Analysis or Plan of Operation ............................................. 9
Part II - Other Information
Exhibits and Reports on Form 8-K
(A) Exhibits - None
(B) Reports on Form 8-K
3
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<TABLE>
<CAPTION>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
January 31, 1999
January 31, 1999 April 30,
(Unaudited) 1998
---------------- --------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash in checking ................................... $ 15,571 $ 30,000
-------- --------
OTHER ASSETS:
Organization Costs, net
Of amortization .................................... 342 417
-------- --------
Total Assets ....................................... $ 15,913 $ 30,417
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: .................................... $ 0 $ 0
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, 10,000,000
Shares authorized, $.0001 par
Value per share, none issued ................... 0 0
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) .......................................... (16,587) (2,083)
-------- --------
TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY ........................... $ 15,913 $ 30,417
======== ========
</TABLE>
"See notes to condensed financial statements."
4
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<TABLE>
<CAPTION>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
For the three and nine months ended January 31, 1999 and 1998
And for the period from June 12, 1997 (Inception)
Thru January 31, 1999
For the three For the nine From Inception
months ended months ended (June 12, 1997)
January 31, January 31, thru January 31,
1999 1998 1999 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
REVENUES: ................... $ 0 $ 0 $ 0 $ 0 $ 0
-------- -------- -------- -------- --------
OPERATING EXPENSES:
Accounting and
Legal Expenses .............. 8,600 0 8,600 0 8,600
Amortization ................ 25 25 75 70 158
Advertising ................. 0 0 547 0 547
Consulting Services.......... 0 0 1,000 2,000 3,000
Entertainment ............... 277 0 734 0 734
Filing and
Transfer fees ............... 1,160 0 1,160 0 1,160
Office Expenses ............. 148 0 1,094 0 1,094
Postage ..................... 0 0 526 0 526
Telephone Expenses .......... 228 0 768 0 768
-------- -------- -------- -------- --------
Total Operating
Expenses .................... 10,438 25 14,504 2,070 16,587
-------- -------- -------- -------- --------
Net (Loss) .................. $(10,438) $ (25) $(14,504) $ (2,070) $(16,587)
======== ======== ======== ======== ========
Net (Loss)
Per Share ................... N/A N/A N/A N/A N/A
======== ======== ======== ======== ========
Weighted average
Number of Shares
Outstanding ................. 20,101,000 20,101,000 20,101,000 20,067,666 N/A
========== --======== ========== ========== ========
</TABLE>
"See notes to condensed financial statements."
5
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<TABLE>
<CAPTION>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the nine months ended January 31, 1999
(Deficit)
Common Accumulated Total
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
April 30,
1998 ...... 20,101,000 $ 2,010 $ 30,490 $ (2,083) $ 30,417
Net (Loss)
for nine
Month ended
January 31,
1999 ...... (14,504) (14,504)
Balance,
January 31,
1999 ...... 20,101,000 $ 2,010 $ 30,490 $ (16,587) $ 15,913
=========== ========== ========== ========== ===========
</TABLE>
"See notes of condensed financial statements"
6
<PAGE>
<TABLE>
<CAPTION>
NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
For the nine months ended January 31, 1999 and 1998
And for the period from June 12, 1997 (Inception)
Thru January 31, 1999
From Inception
For the three For the nine June 10, 1997
months ended months ended Thru January 31,
January 31, 1999 January 31, 1998 1999
---------------- ---------------- ---------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATION
ACTIVITITES:
Net (Loss) ........................................ $(14,504) $ (2,070) $(16,587)
ADJUSTMENTS TO RECONCILE
NET LOSS TO NET CASH USED
IN OPERATING ACTIVITIES:
Amortization .................................. 75 70 158
Stock issued for
Services ...................................... 0 2000 2000
Stock issued for
Organization costs ............................ 0 500 500
-------- -------- --------
Net Cash Provided by
Financing Activities .............................. (14,429) 500 (13,929)
CASH USED FROM
INVESTING ACTIVITIES:
Organization Costs ............................ 0 (500) (500)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance
Of Capital stock .............................. 30,000 0 30,000
-------- -------- --------
NET INCREASE IN CASH .............................. 15,571 0 15,571
CASH, BEGINNING OF PERIOD ......................... 0 0 0
-------- -------- --------
CASH END OF THE
PERIOD ............................................ $ 15,571 $ 0 $ 15,571
======== ======== ========
</TABLE>
"See notes to condensed financial statements"
7
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NATIONAL VENTURE CAPITAL FUND, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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 principals for complete financial statements. The
accompanying statements should be read in conjunction with the audited financial
statements for the period June 12, 1997 (Inception) through April 30, 1998,
included in the Company's Registration Statement on Form 10-SB. 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 nine months ended January 31, 1999
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.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the unaudited
consolidated financial statements included herein which are prepared in
accordance with generally accepted accounting principles ("GAAP") in the United
States for interim financial information.
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 is
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 current and next fiscal
year.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had cash of $15,571. Working
capital decreased by $14,429 from $30,000 at April 30, 1998 due to operating
expenses.
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.
Forward-Looking Statements
The following cautionary statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 in order for National to avail itself of the "safe
harbor" provisions of that Act. Discussions and information in this document
which are not historical facts should be considered forward-looking statements.
With regard to forward-looking statements, be advised that actual results and
business performance may differ materially from that projected or estimated in
such forward-looking statements. National has attempted to identify in this
document certain of the factors that it currently believes may cause actual
future experience and results to differ from its current expectations.
Differences may be caused by a variety of factors, including but not limited to,
adverse economic conditions, entry of new and stronger competitors, inadequate
capital and the inability to obtain funding from third parties.
9
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 3(i) - Articles of Incorporation. (1)
Exhibit 3(ii) - Bylaws. (1)
Exhibit 27.1 - Financial Data Schedule. Filed herewith.
(b) Reports on Form 8-K: During the quarter ended January 31, 1999, the Company
filed no reports on Form 8-K.
- ---------------
(1) Incorporated by reference from Registration Statement on Form 10, File
No. 0-24211, filed with the SEC on May 6, 1998.
10
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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 thereunto duly authorized.
NATIONAL VENTURE CAPITAL FUND, INC.
Date: July 9, 1999 by: /s/ Howard C. Cadwell
--------------------------------
Howard C. Cadwell, President
Date: July 9, 1999 by: /s/ Laurie L. Quam
-------------------------------
Laurie L. Quam, Chief Financial
and Accounting Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 12-MOS
<FISCAL-YEAR-END> APR-30-1999 APR-30-1999
<PERIOD-START> MAY-01-1998 JUN-12-1997
<PERIOD-END> JAN-31-1999 APR-30-1998
<CASH> 15,571 30,000
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 342 417
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 15,913 30,417
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 2,010 2,010
<OTHER-SE> 13,903 28,407
<TOTAL-LIABILITY-AND-EQUITY> 15,913 30,417
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 14,504 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (14,504) 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
