VENTURE WORLD LTD
8-K, 1998-10-14
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report:   October 14, 1998


                      NETAMERICA INTERNATIONAL CORPORATION
                        NAME CHANGE AS OF OCTOBER 6, 1998


                               VENTURE WORLD, LTD.
                                  (Former name)


   DELAWARE                         33-19139-NY              11-2936371
(State or other                     (Commission             (IRS Employer
jurisdiction of                     File Number)             Identification No.)
incorporation)


4505 S. WASATCH BLVD., #330, SALT LAKE CITY, UT      84124
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code: (801) 274-8600


VENTURE WORLD, LTD.
616 First Avenue,  Suite #400, Seattle,  Washington 98104 (206) 341-9090
(Former name or former address, if changed since last report.)



<PAGE>


Item 1.  CHANGES IN CONTROL OF REGISTRANT

         None.

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS

         None.

Item 3.  BANKRUPTCY OR RECEIVERSHIP

         None.

Item 4.  CHANGES IN ACCOUNTANTS

         None.

Item 5.  OTHER EVENTS

         1) The  shareholders  approved the change of name of the corporation to
NetAmerica International Corporation on October 6, 1998.

         2)  On August 7, 1998, the Board of Directors appointed the following
to serve as an Officer of the Company:

         Douglas D. Cole                    President and Director

         DOUGLAS D. COLE has worked in the information technology industry, with
focus on sales and  marketing  for the past twenty  years.  He has  successfully
competed   numerous   acquisitions  and  strategic   partnerships  with  various
companies.  He is a  current  member  of  the  Board  of  Directors  of  VRI,  a
privately-held  Boulder,  Colorado  company  engaged in the business of Internet
multi-player gamers, and RedFish Telemetrix, a privately-held Irvine, California
company engaged in the business of long distance  optimization  hardware. He has
served as the President and CEO of PolerCap, Inc., a privately-held  California,
company since inception.  From 1995 to 1996 Mr. Cole served as President and CEO
of  Starpress,  Inc.  from 1995 to 1996,  after it was  acquired  by Great  Bear
Technology  Company, a publicly-held  California company. He served as President
and CEO of Great Bear from 1992 through  1995.  From 1985 through 1991 he served
as  President,   CEO  and  Executive  Vice  President  of  Insight   Development
Corporation, a company engaged in the business of network printing utilities for
Hewlett Packard. From 1977 through 1985 he served as Vice President of Sales and
Marketing of The David Jamison Carlyle Corporation.  Mr. Cole graduated from the
University  of  California,  Berkley,  in 1978 with a Bachelor of Arts degree in
Social Science.

         3) On September 21, 1998, Douglas D. Cole resigned as President.

<PAGE>

         4)  On September 21, 1998, Board of Directors appointed the following
to serve as Officers of the Company:

         Gregory Martin            President, CEO and Director

         Douglas D. Cole           Co-Chairman and Director

         William Fritts            Co-Chairman, Secretary/Treasurer and Director

         GREGORY  MARTIN has served as  President  and CEO of  NetAmerica,  Inc.
since April,  1998. In May 1996 he founded  Strategic  Resources Group,  Inc., a
privately-held  high  technology  and  management  consulting  firm in  Seattle,
Washington,  specializing in developing operational  turnaround  strategies.  He
served as President of SRG until  joining  NetAmerica.  Also during that period,
Mr. Martin served as President of Telvar  Northwest,  Inc., a regional  Internet
access  provider in the Pacific  Northwest and President of its holding  company
Jungle Street,  Inc., a publicly-held  corporation  (NASDAQ" "JUNS" and "JNGS").
During this period Mr. Martin and SRG staff were  instrumental in  restructuring
Televar and  rehabilitating  its  operations.  From 1993 to 1996, Mr. Martin was
involved in the telecommunications industry at MIDCOM Communications, Inc. where
he was Senior Vice President of  Information  Systems.  During this period,  Mr.
Martin worked as the chief  technology  officer and assisted MIDCOM in preparing
and  completing  their Initial  Public  Offering.  From 1985 to 1993, Mr. Martin
worked in  executive  management  as a sales  manager  and  systems  development
manager at the following firms:  Vice President of Systems  Integration for Nova
Information   Systems   (1991-1993);   Western  Region  Manager  for  Revelation
Technologies,  Inc.  (1990-1991);  Vice  President  of Systems  Integration  for
Financial  Systems  Products  Corporation  (1985-1990).  Mr. Martin attended the
University of Detroit where he studied Electrical Engineering.

         DOUGLAS D. COLE has worked in the information technology industry, with
focus on sales and  marketing  for the past twenty  years.  He has  successfully
competed   numerous   acquisitions  and  strategic   partnerships  with  various
companies.  He is a  current  member  of  the  Board  of  Directors  of  VRI,  a
privately-held  Boulder,  Colorado  company  engaged in the business of Internet
multi-player gamers, and RedFish Telemetrix, a privately-held Irvine, California
company engaged in the business of long distance  optimization  hardware. He has
served as the President and CEO of PolerCap, Inc., a privately-held  California,
company since inception.  From 1995 to 1996 Mr. Cole served as President and CEO
of  Starpress,  Inc.  from 1995 to 1996,  after it was  acquired  by Great  Bear
Technology  Company, a publicly-held  California company. He served as President
and CEO of Great Bear from 1992 through  1995.  From 1985 through 1991 he served
as  President,   CEO  and  Executive  Vice  President  of  Insight   Development
Corporation, a company engaged in the business of network printing utilities for
Hewlett Packard. From 1977 through 1985 he served as Vice President of Sales and
Marketing of The David Jamison Carlyle Corporation.  Mr. Cole graduated from the
University  of  California,  Berkley,  in 1978 with a Bachelor of Arts degree in
Social Science.

<PAGE>

     WILLIAM  FRITTS founded  NetAmerica,  Inc. in May of 1997 and has served as
its Chairman since that time. From 1995 to present he has served as President of
Dieter,  Inc., a Kirkland,  Washington  company which  manufactures and sells of
Point of Sales  (POS)  systems.  From 1992 to 1995 he was  President  of Pint of
Sales Systems,  Inc., a Denver,  Colorado company engaged in  manufacturing  and
sales of POS  systems.  From 1987 to 1992 Mr.  Fritts  worked as National  Sales
Manager - POS Systems, for Citizen Business Machines,  Inc. in Santa Monica, CA.
Previous to 1987 he had founded and served as President of Standford Information
Systems,  Inc. in Palo Alto, CA (1984-1987) and White Computer,  Inc. in Redwood
City, California  (1978-1982).  Mr. Fritts graduated in 1966 from the University
of Cincinnati, Cincinnati, Ohio, with a degree in Electrical Engineering.

         5) The  appointment of Mr. Douglas D. Cole as director was effective as
of August 7, 1998. The appointment of Messrs.  Gregory Martin and William Fritts
as directors was effective as of September 21, 1998.

Item 6.  RESIGNATION OF DIRECTORS

         Directors  Michael  Labertew and Lisa Valario  resigned as of September
21, 1998.

Item 7.  FINANCIAL STATEMENTS PRO FORMA FINANCIAL & EXHIBITS

         None.


                                   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.

Date: October 14, 1998              NETAMERICA INTERNATIONAL CORPORATION


                                    By:/s/Gregory Martin
                                    -------------------------------------
                                        Gregory Martin, President



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