<PAGE> 1
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: April 30, 2000
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)
1472 Glade Gulch Road
Castle Rock, Colorado 80104
---------------------------------------- ----------
(Address of principal executive offices) (zip code)
(303) 814-7721
--------------
(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: No: X
--- ---
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 April 30, 2000 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, November 20, 2000,
was 20,101,000.
<PAGE> 2
References in this document to "us," "we," or "the Company" refer to
National Venture Capital Fund, Inc.
PART I
(a) General Development of Business
We are a Colorado corporation. Our principal business address is 1472
Glade Gulch Road, Castle Rock, Colorado 80104.
We were incorporated under the laws of the State of Colorado on June
12, 1997. Since we began, our primary activity has been directed towards
organizational efforts. We plan to direct our efforts toward finding an
acquisition business opportunity.
As of this date, we have 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.
We have not been subject to any bankruptcy, receivership or similar
proceeding.
(b) Narrative Description of the Business
General
From inception to the date of this filing, we have had no activities.
During this period, we carried no inventories or accounts receivable. No
independent market surveys have ever been conducted to determine demand for our
products and services, since we have never had any products or services which it
has provided to anyone. During this period, we carried on no operations and
generated no revenues. Our fiscal year end is April 30th.
Organization
We consist of one corporation with no subsidiaries or parent entities
and are in the developmental stage.
(c) Operations
General
We propose 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
<PAGE> 3
revenues. We will seek opportunities for long-term growth potential as opposed
to short-term earnings.
As of the date hereof, we had no business opportunities under
investigation. None of our 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 us
and any other company. Further, there is no present potential that we may
acquire or merge with a business or company in which our, management or their
affiliates or associates directly or indirectly have an ownership interest.
Our Board of Directors intends to provide our 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. Our 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.
We have no full-time employees. Our President and Secretary-Treasurer
have agreed to allocate a portion of their time to the activities of us, without
compensation. These officers anticipate that our business plan can be
implemented by their collectively devoting approximately twenty hours per month
to our business affairs and, consequently, conflicts of interest may arise with
respect to the limited time commitment of such officers.
Our primary attraction as a merger partner or as an acquisition vehicle
is our status as a public company. Any business combination or transaction will
likely result in a significant issuance of shares and substantial dilution to
our present shareholders.
We have no present plans to hire a consultant to aid us in any
acquisition or merger.
Our Articles of Incorporation provide that we may indemnify our
officers and/or directors for liabilities, which can include liabilities arising
under the securities laws. Therefore, the assets of our could be used or
attached to satisfy any liabilities subject to such indemnification.
General Business Plan
Our 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 a
corporation registered under the Securities Exchange Act of 1934, as
<PAGE> 4
amended. We will not restrict our search to any specific business, industry, or
geographical location. We may participate in a business venture of virtually any
kind or nature.
We will solicit prospective acquisitions based upon informal contacts
or relationships which management has or will develop in the future. There are
no plans to advertise for acquisitions or to hire third party consultants to
facilitate acquisitions. We have no way of knowing how many individuals will be
contacted before a potential acquisition may be finalized. We have no plans to
do any acquisition with any associates or affiliates of management, or with
management itself.
We 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. We may also offer a controlling interest to
such business opportunity, if the situation warrants.
In seeking business opportunities, our management decision will be
based upon the objective of seeking long-term appreciation in our shareholders'
value. Current income will only be a minor factor in such decisions.
We do not anticipate that we will be able to participate in more than
one business opportunity. However, our 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 us. This lack of diversification will
not permit us to offset potential losses from one business opportunity against
profits from another and should be considered a substantial risk to our
shareholders.
The analysis of new business opportunities will be undertaken by or
under the supervision of the officers and directors. We will have unrestricted
flexibility in seeking, analyzing and participating in business opportunities.
In our efforts, we 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;
(e) the cost of participation by us as compared to the perceived
tangible and intangible values and potential;
<PAGE> 5
(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 this criteria, no one of which is now known to be
controlling, our 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 our lack of capital, we may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.
We cannot predict when we may participate in a business opportunity. We
expect, however, that the analysis of specific proposals and the selection of a
business opportunity may take a substantial amount of time in the coming fiscal
year.
Prior to making a decision to participate in a business opportunity, we
will generally request that we 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 ours investigation, our 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 our limited financial
resources.
We anticipate 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, our 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
<PAGE> 6
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. We have 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
Our 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 date of the filing of this report.
(e) Raw Materials
The use of raw materials is not now material factor in our operations.
(f) Customers and Competition
At the present time, we expect 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 us and/or have greater
personnel resources and technical expertise. In view of our combined extremely
limited financial resources and limited management availability, we believe that
we will continue to be at a significant competitive disadvantage compared to our
competitors.
(g) Backlog
At April 30, 2000, we had no backlogs.
(h) Employees
At April 30, 2000, we has no employees. We do not plan to hire
employees in the future.
(i) Proprietary Information
We have no proprietary information.
(j) Government Regulation
We are not subject to any material governmental regulation or
approvals.
<PAGE> 7
(k) Research and Development
We have never spent any amount in research and development activities.
(l) Environmental Compliance
We are not subject to any costs for compliance with any environmental
laws.
ITEM 2. Description of Properties.
As of April 30, 2000, our business office was located at 1472 Glade
Gulch Road, Castle Rock, Colorado 80104. We pay no rent for this office space,
which is occupied by Mr. Farhad Behzadi, one of our officers and directors.
There are no plans to charge us for office space. We have no properties.
ITEM 3. Legal Proceedings.
No legal proceedings of a material nature to which we are a party were
pending during the reporting period, and we know of no legal proceedings of a
material nature pending or threatened or judgments entered against any of our
directors or officers in their capacity as such.
ITEM 4. Submission of Matters to a Vote of Security Holders.
We 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
Our securities have never been listed for trading on any market and are
not quoted at the present time. We have applied to trade on the NASD
Over-the-Counter Bulletin Board. However, at the present time, we do not know
where secondary trading will eventually be conducted. The place of trading, to a
large extent, will depend upon our eventual size. 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 our
securities. In addition, 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.
<PAGE> 8
(b) Approximate Number of Holders of Common Stock
As of the April 30, 2000, a total of 20,101,000 of our common shares
were outstanding. The number of holders of record of our common stock at that
date was approximately forty.
(c) Dividends
Holders of common stock are entitled to receive such dividends as may
be declared by our Board of Directors. No dividends on the common stock were
paid by us during the periods reported herein nor do we anticipate paying
dividends in the foreseeable future.
(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 we can acquire
substantial assets and trade at over $5.00 per share on the bid, it is more
likely than not that our securities, for some period of time, would be defined
under that Act as a "penny stock." As a result, those who trade in our
securities may be required to provide additional information related to their
fitness to trade our shares. Also, there is the requirement of a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. Further, a broker-dealer must provide the customer
with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. These requirements present a substantial burden on any person or
brokerage firm who plans to trade our securities and would thereby make it
unlikely that any liquid trading market would ever result in our securities
while the provisions of this Act might be applicable to those securities.
(e) Blue Sky Compliance
The trading of penny stock 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 penny
stock 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 our shares and to make
resale of shares acquired by investors more difficult.
<PAGE> 9
ITEM 6. Management's Discussion and Analysis or Plan of Operation.
Forward-Looking Statements
The following discussion contains forward-looking statements regarding
us, our business, prospects and results of operations that are subject to
certain risks and uncertainties posed by many factors and events that could
cause our actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation: our ability to successfully develop operations, our success
in finding one or more acquisition candidates, and the impact of competition on
the development of revenues
When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. We undertake no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect our business.
Results of Operations
We have generated no revenues from operations since inception. We have
never been profitable and were not profitable for the twelve months ended April
30, 2000. Total expenses for the twelve months ended April 30, 2000 were $10,066
compared to expenses of $17,856 for the same period ended April 30, 1999. Our
operating expenses during the fiscal year ended April 30, 2000 decreased from
the previous year. From inception, our operating expenses were $30,005. The
major components of operating expenses are professional and consulting fees,
office expenses, and telephone expenses.
We had a net loss of $10,066 for the year ended April 30, 2000,
compared to $17,856 for the year ended April 30, 1999.
The principal difference between 2000 and 1999 was a decrease of
professional and consulting fees. We believe that this trend will continue and
expect to have minimal expenses in the next fiscal year.
Liquidity and Capital Resources
Net cash at the end of the period decreased to $2,495 for the year
ended April 30, 2000, compared to $12,842 at the end of the period for the year
ended April 30, 1999. We had no Accounts Receivable for either period. We had
$1,138 in Accounts Payable at April 30, 1999, compared to no Accounts Payable at
April 30, 2000.
<PAGE> 10
Our management believes that we have inadequate working capital to
pursue any business opportunities other than seeking an acquisition candidate.
We will have minimal capital requirements prior to the consummation of any
acquisition but can pursue an acquisition candidate. Until a suitable candidate
is identified, our officers and directors will personally provide the necessary
funds for our operation, which are expected to be minimal. There is no plan to
reimburse any of our officers and directors for any advances. We do not intend
to pay dividends in the foreseeable future.
ITEM 7. Financial Statements.
<PAGE> 11
NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
AUDIT REPORT
FOR THE YEAR ENDED APRIL 30, 2000 AND 1999
FOR THE PERIOD FROM JUNE 12, 1997 (INCEPTION)
THROUGH APRIL 30, 2000
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
1780 S. BELLAIRE ST., SUITE 500
DENVER, COLORADO 80222
<PAGE> 12
NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM 1 PAGE
------ ----
<S> <C>
Report of Certified Public Accountant ......................... F-2
Balance Sheets, April 30, 2000 and 1999........................ F-3
Statements of Operations, for the
Ended April 30, 2000 and 1999 for
The Period from June 12, 1997
(Inception) through April 30, 2000............................. F-4
Statement of Stockholders' Equity
For the years ended April 30,
2000 and 1999.................................................. F-5
Statements of Cash Flows for the
Years ended April 30, 2000 and 1999
And for the period from June 12, 1997
(Inception)through April 30, 2000.............................. F-6
Notes to Financial Statements.................................. F-7
</TABLE>
F-1
<PAGE> 13
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
1780 SOUTH BELLAIRE STREET
SUITE 500
DENVER, COLORADO 80222
Board of Directors
National Venture Capital Fund, Inc.
1977 South Union Street
Lakewood, Colorado 80228
I have audited the accompanying Balance Sheets of National Venture Capital Fund,
Inc. (A Development Stage Company) as of April 30, 2000 and 1999, and the
related Statements of Operations, Stockholders' Equity and Cash Flows for the
years ended April 30, 2000 and 1999 and for the period from June 12 1997
(Inception) through April 30, 2000. 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.
My examination was made in accordance with generally accepted auditing
standards. These standards require that I plan and perform the audit to obtain
reasonable assurance as to whether the financial statements are free of
materials misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statements
presentation. I believe that my audit provides a reasonable basis for opinion.
In my opinion, the financials statements referred to above present fairly, in
all material respects, the financial position of National Venture Capital Fund,
Inc. (A Development Stage Company) as of April 30, 2000 and 1999, and the
results of its operations and changes in cash flows for the years ended April
30, 2000 and 1999 and for the period from June 12, 1997 (Inception) through
April 30, 2000.
/s/ Janet Loss
------------------------
Janet Loss, C.P.A., P.C.
October 30, 2000
F-2
<PAGE> 14
NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
APRIL 30, 2000 AND 1999
<TABLE>
<CAPTION>
ASSETS 2000 1999
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash in checking $ 2,495 $ 12,842
Paid Rent 0 540
-------- --------
TOTAL CURRENT ASSETS 2,495 13,382
-------- --------
OTHER ASSETS:
Organization Costs, net
Of Amortization 0 317
-------- --------
TOTAL ASSETS $ 2,495 $ 13,699
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 0 $ 1,138
-------- --------
STOCKHOLDERS' EQUITY:
Preferred Stock, 10,000,000 shares
Authorized $0.0001 par value per
Share, none issued 0 0
Common stock, 100,000,000 shares
Authorized $0.0001 par value
Per share, 20,101,000
Shares issued and outstanding 2,010 2,010
Additional Paid-in-Capital 30,490 30,490
(Deficit) (30,005) (19,939)
-------- --------
Total Stockholders' Equity 2,495 12,561
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,495 $ 13,699
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 15
NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Years Ended April 30, 2000 and 1999
And for the Period From June 12, 1997 (Inception)
Through April 30, 2000
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM JUNE 12, 1997
YEAR ENDED YEAR ENDED (INCEPTION) THROUGH
APRIL 30, 2000 APRIL 30, 1999 APRIL 30, 2000
-------------- -------------- -------------------
<S> <C> <C> <C>
REVENUES: $ 0 $ 0 $ 0
-------------- -------------- -------------------
OPERATING EXPENSES:
Accounting and
Legal fees $ 3,332 $ 8,600 $ 11,932
Advertising 0 547 547
Amortization 317 100 500
Consulting Services 0 1,000 3,000
Edgar Filings 384 0 384
Entertainment 0 1,248 1,248
Filing and
Transfer fees 0 1,310 1,310
Office Expense 11 1,701 1,712
Postage 0 1,002 1,002
Referral Fees 5,000 0 5,000
Rent Expenses 540 540 1,080
Telephone Expenses 438 1,808 2,246
Taxes and Licenses 44 0 44
-------------- -------------- -------------------
TOTAL OPERATING
EXPENSES 10,066 17,856 30,005
-------------- -------------- -------------------
NET LOSS $ (10,066) $ (17,856) $ (30,005)
============== ============== ===================
NET INCOME (LOSS)
PER COMMON SHARE N/A N/A N/A
============== ============== ===================
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 20,101,000 20,101,000 20,101,000
============== ============== ===================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 16
NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Years Ended April 30, 2000 and 1999
<TABLE>
<CAPTION>
Accumulated
Common (Deficit) Total
Stock Additional During the Stockholders'
Number of Common Stock Paid-in Development Equity
Shares Amount Capital Stage (Deficit)
----------- ------------ ---------- ----------- -------------
<S> <C> <C> <C> <C> <C>
May 1, 1998 20,101,000 $ 2,010 $ 30,490 $ (2,083) $ 30,417
Net (Loss) for the Year
Ended April 30, 1999 0 0 0 (17,856) (17,856)
----------- ------------ ---------- ----------- -------------
Balance, April 30, 1999 20,101,000 $ 2,010 $ 30,490 $ (19,939) $ 12,561
Net (Loss) for the Year
Ended April 30, 2000 0 0 0 (10,066) (10,066)
----------- ------------ ---------- ----------- -------------
Balance April
30, 2000 20,101,000 $ 2,010 $ 30,490 $ (30,005) $ 2,495
=========== ============ ========== =========== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 17
NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Year Ended April 30, 2000 and 1999
And for the Period From June 12, 1997 (Inception)
Through April 30, 2000
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM JUNE 12, 1997
FOR THE THREE MONTHS ENDED (INCEPTION) THROUGH
APRIL 30, 2000 APRIL 30, 1999 APRIL 30, 2000
-------------- -------------- -------------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Income (Loss) $ (10,066) $ (17,856) $ (30,005)
ADJUSTMENTS TO RECONCILE
NET (LOSS) TO CASH FLOW FROM
OPERATING ACTIVITIES:
Amortization 317 100 500
(Increase) Decrease in
Prepaid Rent 540 (540) 0
Increase (Decrease) in
Accounts Payable (1,138) 1,138 0
Stock Issued for
Services 0 0 2,000
Stock Issued for
Organization Costs 0 0 500
-------------- -------------- -------------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (10,347) (17,158) (27,005)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Organization Costs 0 0 (500)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Issuance of
Capital Stock 0 0 30,000
-------------- -------------- -------------------
NET (DECREASE) INCREASE
IN CASH (10,347) (17,158) 2,495
CASH, BEGINNING OF
PERIOD 12,842 30,000 0
-------------- -------------- -------------------
CASH, END OF PERIOD $ 2,495 $ 12,842 $ 2,495
============== ============== ===================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 18
NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE I - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
National Venture Capital Fund, Inc. (A Development Stage Company), a Colorado
Corporation, was incorporated June 12, 1997, for the purpose of seeking
potential businesses acquisition or mergers.
Accounting Method
The company record 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 April 30th.
Loss Per Share
Net Loss is calculated by dividing the net loss by the weighted average
number or common shares outstanding.
NOTE III - RELATED PARTY TRANSACTION
The Company maintains its office in space provided by an officer of the Company
pursuant to an oral agreement with reimbursement for out of pocket expenses,
such as telephone.
F-7
<PAGE> 19
ITEM 8. Disagreements With Accountants on Accounting and Financial Disclosure.
We 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.
Our Directors and Executive Officers, their ages and positions held in the
Company as of April 30, 2000 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION HELD
-------------- --- -------------
<S> <C> <C>
Farhad Behzadi 39 President and Director
Marc Baker 40 Secretary, Treasurer and Director
</TABLE>
Our Directors will serve in such capacity until our next annual meeting
of shareholders and until their successors have been elected and qualified. Our
officers serve at the discretion of our Directors. There are no family
relationships among our officers and directors, nor are there any arrangements
or understandings between any of our directors or officers or any other person
pursuant to which any officer or director was or is to be selected as an officer
or director.
Farhad Behzadi. Mr. Behzadi has been our President and a Director since
January 21, 2000. From 1988 to `994, he worked for several stock brokerage firms
as a registered stock broker. Since 1994, he has worked as a private consultant
to public and private companies, assisting them in raising capital. Mr. Behzadi
graduated in 1986 from the University of Houston with a B.S. in Chemical
Engineering.
<PAGE> 20
Marc Baker. Mr. Baker has been our Secretary-Treasurer and a Director
since January 21, 2000. From 1996 to the present, he has worked as a consultant
with various public and private companies regarding mergers and acquisitions.
From 1994 to 1996, he was the managing director for a small investment banking
company, Paige and Associates. He is a licensed C.P.A. in the State of Florida.
Mr. Baker graduated in 1982 from SUNY, Albany, with a B.A. in Biology. He
graduated in 1986 from Florida Atlantic University, with a B.B.A.
Previous Blank Check Offerings
Neither Mr. Behzadi nor Mr. Baker have previously participated in any
Blank Check Offerings.
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 our officers and directors and persons owning more than ten percent of
the our 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 us 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, we have the following
report to make under this section. Neither Neither Mr. Behzadi nor Mr. Baker
made timely filings of their Forms 3. However, both have filed their Forms 3 and
have no other filing requirements.
ITEM 10. Executive Compensation.
None of our executive officers received any compensation during the
fiscal years ended April 30, 1998, 1999 or 2000. We were incorporated in June,
1997. Compensation does not include minor business-related and other expenses
paid by us. Such amounts in the aggregate do not exceed $1,000.
We have granted no shares of our capital stock as additional
compensation and have no plans to do so.
We have no plans or agreements which provide compensation on the event
of termination of employment or change in our control.
We do not pay members of our Board of Directors any fees for attendance
or similar remuneration, but reimburse them for any out-of- pocket expenses
incurred by them in connection with our business.
<PAGE> 21
ITEM 11. Security Ownership of Certain Beneficial Owners and Management.
The following sets forth the number of our shares, $0.0001 par value
common stock, beneficially owned by (i) each person who, as of April 30, 2000,
was known by us to own beneficially more than five percent (5%) of our common
stock; (ii) our individual Directors; and (iii) our Officers and Directors 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>
Farhad Behzadi 250,000 1.24%
1472 Glade Gulch Road
Castle Rock, Colorado 80104.
Marc Baker -0-
1472 Glade Gulch Road
Castle Rock, Colorado 80104.
All Officers and Directors as a Group 250,000 1.24%
(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 our shareholders 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 we have consummated a merger or acquisition and
is no longer classified as a shell corporation under applicable federal or state
law. The share certificates will be held by our 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 our securities in any future market which may
develop.
ITEM 12. Certain Relationships and Related Transactions.
Our business office is located at 1472 Glade Gulch Road, Castle Rock,
Colorado 80104. We pay no rent for this office space, which is occupied by Mr.
Behzadi but we pay out-of-pocket expenses. There are no plans to charge us for
office space.
<PAGE> 22
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:
Exhibit No. Description
----------- -----------
3A Articles of Incorporation +
3B Bylaws +
10A Form of Subscription Agreement with Lock Up
Provisions +
+ Previously Filed.
(b) Reports on Form 8-K. We filed no reports on Form
8-K during the fourth quarter of the fiscal year ended April 30,
2000.
<PAGE> 23
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.
NATIONAL VENTURE CAPITAL, INC.
Dated: 12/04/00 By: /s/ Farhad Behzadi
-------- -----------------------
Farhad Behzadi
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: 12/04/00 By: /s/ Marc Baker
-------- -----------------------
Marc Baker
Treasurer
Dated: 12/04/00 By: /s/ Farhad Behzadi
-------- -----------------------
Farhad Behzadi
President
<PAGE> 24
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
EXHIBITS
TO
NATIONAL VENTURE CAPITAL, INC.
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3A Articles of Incorporation +
3B Bylaws +
10A Form of Subscription Agreement with Lock Up Provisions +
27 Financial Data Schedule
</TABLE>
----------
+ Previously Filed.
