SEC File Number 33-19139-NY PRELIMINARY COPY
VENTURE WORLD, LTD.
8 East Broadway, Suite 735
Salt Lake City, Utah 84111
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14C PROMULGATED THERETO
NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS
NO PROXIES ARE BEING SOLICITED AND
YOU ARE NOT REQUESTED TO SEND THE COMPANY A PROXY.
Purpose of Information
This Information Statement, which is being mailed on or about April 30,
1998, to the holders
of shares of the Common Stock, par value $.0001 per share (the "Common
Stock"), of Venture
World, Ltd., a Delaware Corporation (the "Company"), is being furnished in
connection with the
calling of a special meeting of the shareholders for the purpose of
authorizing a reverse split of the
Company's common stock and a change of the Company's name.
Because shareholders holding a majority of the shares are in favor of the
following action,
proxies are not being solicited in this matter.
DATE, TIME AND PLACE OF MEETING.
A special meeting of the shareholders of the Company will be held May 11,
1998 at 8:30 a.m.
at the law office of Nathan W. Drage, which is located at 4505 South Wasatch
Blvd., Suite 330, Salt
Lake City, Utah 84124, and the phone number at that address is (801)274-8600 .
NO DISSENTER'S RIGHTS OF APPRAISAL.
The Company's shareholders do not have dissenter's rights of appraisal in
connection with any
of the matters to be voted on by the shareholders at the special meeting.
Voting Securities and Principal Holders Thereof;
Interest of Certain Person in Matters to be Acted Upon
1. SHARE INFORMATION.
As of the record date, April 8, 1998, there were approximately 50,000,000
shares of stock
that the shareholders will be entitled to vote on. Each outstanding share of
Common Stock is entitled
to one vote.
The following table sets forth certain information with respect to
persons known to the
Company to own beneficially more than five percent (5%) of the Company's
voting securities, as of
the record date, and persons who have served and/or are still serving as
directors of the Company
since the beginning of the last fiscal year, and the directors and officers of
the Company as a group.
Amount and
Position Nature of Percent
Title of Name and Address of with Beneficial of
Class Beneficial Owner Company Ownership
Class
Common Exchange Place Capital
Partners n/a 28,550,000 57.1
10 Exchange Place
Suite 309
Salt Lake City, Utah 84111
Common Michael Labertew (1) Dir. & Pres. 0 0
8 East Broadway, Suite 735
Salt Lake City, Utah 84111
Lisa Valario Dir. & Sec./Tres. 0 0
8 East Broadway, Suite 735
Salt Lake City, Utah 84111
Management as a group (two) 0 0
2. CHANGES IN CONTROL.
The Company is currently seeking business opportunities to acquire or
merge with. The
Company has investigated several opportunities, but has not entered into a
definitive agreement to
date. Changes in the composition of the Board of Directors, as well as
changes in controlling
ownership of the Company's voting stock, could be possible in the near future
as the Company seeks
business venture acquisitions or mergers.
MATTERS TO BE VOTED ON
1. REVERSE SPLIT. As of the Record Date, the Company's stock is showing
no bid and no ask
price. Based upon current market conditions and NASDAQ listing requirements,
and brokerage firm
interest in low priced securities, management has determined that it is in the
Company's best interest
to effectuate a reverse split, which is to be authorized by the shareholders.
The Board is seeking
authority to effectuate a 250 to 1 reverse split.
Fractional shares will be rounded up to the nearest full share. As
existing stock certificates
are sent in for transfer they will be replaced with new certificates
reflecting the reverse split.
2. CHANGE IN THE NAME OF THE COMPANY.
The shareholders will vote to give the Board of Directors authority to
change the name of the
Company to a name to be selected at a later date.
VOTE REQUIRED FOR APPROVAL
Approval of the proposed above action requires a majority vote of the
shareholders of shares
as of the Record Date. Because shareholders holding a majority of the shares
are in favor of the
proposed actions, proxies are not being solicited in this matter.
