UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1997
[ ] 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. 33-19139-NY
VENTURE WORLD, LTD.
(Formerly National Thoroughbred Corporation)
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2936371
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4505 SOUTH WASATCH BOULEVARD #330, SALT LAKE CITY, UTAH 84124
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (801) 274-8600
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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. [ X ] YES [ NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K. [ X ]
Revenue for the year ended 1997: $ 0.
As of May 20, 1998 it is unclear as to the aggregate market value of the
voting stock held by non-affiliates of the Registrant. This is due to the
low or almost non-existing trading of the Registrant's Securities.
As of May 20, 1998 the number of shares outstanding of the Registrant's Common
Stock was 50,000,000.
Documents incorporated by reference: Not applicable.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Registrant was formed in May, 1987 to seek, investigate and
acquire an interest in business opportunities. In March, 1989 it raised
$250,000 (approximately $185,000 net after expenses and commissions)
through a federally registered "blind-pool" public offering. On March 4,
1996, Exchange Place Capital Partners, exercised an option to purchase
28,550,000 shares of Venture World LTD, Inc. for $30,000. This was paid
directly to Alan Weisberger (of New Jersey) and Moshe Milstein
(of New York) in full.
A new Board of Directors was appointed by Alan Weisberger and Moshe Milstein,
and was approved by Exchange Place Capital Partners. Thereafter Weisenberger
and Milstein thereafter resigned as officers and directors of the Company.
(See "Management") The Registrant is seeking a business opportunity, but to
date has not participated in any business opportunities. There is no
assurance that the Company will be successful in finding any business
opportunity to merge with or acquire. (See "Management's Discussion and
Analysis of Financial Condition")
ITEM 2. PROPERTIES
The Company currently operates from the office of Exchange Place
Capital Partners and pays no rent or expenses.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None - not applicable
PART II
ITEM 5. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
During the year ended December 31, 1997 there appeared to be little
or no trading in the stock of the Company. As of May 20, 1998, the
Company had 64 shareholders of record.
The Company has not declared any cash dividends on its Common Stock
since inception and its Board of Directors has no present intention of
declaring any dividends. For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its
business.
ITEM 6. SELECTED FINANCIAL DATA
Years Ended December 31,
1993 1994 1995 1996 1997
Operations Statement Data
Revenues 2,122 2 2 2 -
Income (loss) (28,329) (2,445) (2,561) (1,961) (200)
Income (loss) per share - - - - -
Balance Sheet Data
Total assets 2,767 1,422 77 - -
Long-term debt - - - - -
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Total stockholders' equity increased $1,100 from $(1,300) at
December 31, 1996 to $(200) at December 31, 197. The increase was,
principally, due to capital contributions.
LIQUIDITY AND CAPITAL RESOURCES
The Company has no significant assets and is in the process of
looking for business opportunities to merge with or acquire. At minimum,
the Company will need to raise additional capital through private funding to
meet the financial needs of being a reporting company. There is no guarantee
that the Company will be successfulin obtaining necessary funding to develop
any business opportunities.
RESULTS OF OPERATIONS
The Company sustained losses of $200 and $1,961 for the years ended
December 31, 1997 and December 31, 1996 respectively. Revenues of $0 and
$2 for the two periods represented interest earned on temporary cash
investments and loans. Expenses of $200 and $1,963 for the periods
consisted of professional fees, depreciations, and other administrative
expenses incurred while the Company was seeking out business ventures
which in the opinion of management, could provide a profit to the Company.
ITEM 8. FINANCIAL STATEMENTS
The financial statements and the scheduled listed in Item 14 are
filed with and as part of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
On, the board of directors voted to retain the services of
Orton and Company, Certified Public Accountants, as the auditors for the
Company, replacing John Svarc, CPA.
There were no disagreements or.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information is furnished with respect to the Company's
Board of Directors and executive officers. There are no family relationship
between or among any of the Company's directors or executive officers.
DIRECTORS AND EXECUTIVE OFFICERS
Age Director
Name (1998) Since Position with the
Company
Mike Labertew 35 1997 President, CEO and Director
Lisa Valario 29 1997 Vice President,
Secretary/Treasurer
and Director
Michael Labertew, President and a Director since March, 1997. Mr Lamertew has
been an attorney in Salt Lake City since 1989. He graduated from the
University of Iowa in 1986 with a B.A in English, and received his law degree
from the University of Utah College of Law in 1986. After working for several
law firms, Mr. Lamertew opened his own practice in 1992 with emphasis in
commercial litigation and criminal defense. In addition to his law practice,
he serves in officer and director positions of various non-profit and
privately-held corporations.
Lisa A Valerio, Vice President, Secretary/Treasurer and Director since March,
1997. Ms. Valerio has worked for Phillip 66 Company, a major petroleum
refiner and distributor. She is currently in charge of rail transportation for
Phillip's product shipments.
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
No officer or director of the Company has received any compensation for
the past three fiscal years.
EMPLOYMENT AGREEMENTS AND OTHER COMPENSATION ARRANGEMENTS
There are currently no agreements with members of management as to
employment or compensation.
COMPENSATION OF NON-EMPLOYEE DIRECTORS
There is currently no compensation paid to non-employment directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of December 31, 1997, the number of
shares of the Company's common stock owned by persons who owned of record,
or was known to own beneficially, more than 5% of the outstanding
shares of the Company's common stock, set forth the number of shares of the
Company's current directors and officers, and sets forth the number of
shares owned by all of the Company's directors and officers as a group:
The beneficial owners listed have sole voting and investment power with
respect to the shares unless otherwise indicated.
Amount and Nature
Name and Address Of Beneficial Percent of
of Beneficial Owner Ownership Class
Exchange Place Partners 28,550,000 57.10%
10 Exchange Place, Suite 309
Salt Lake City UT 84111
Michael Labertew 0 00.00%
8 East Broadway, Suite 735
South Jordan UT 84111
Lisa A. Valerio 0 00.00%
8 East Broadway, Suite 735
South Jordan UT 84111
Officers and Directors as
a Group (2) 0 00.00%
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past year the Registrant has not entered into any
transactions with management which are to be reported under this Item.
ITEM 14. EXHIBITS, AND REPORTS ON FORM 8-K
(a) (1) The following financial statements of the Company and
its subsidiaries have been filed as part of this report
(See Item 8 "Financial Statements and Supplementary Data"):
Independent Auditor' Report
Balance Sheet as of December 31, 1997.
Statements of Operations for the years ended December 31, 1997 and
December 31, 1996.
Statement of Stockholders' Equity for this period.
Statement of Cash Flows for the years ended December 31, 1997 and
December 31, 1996.
Statement of Operations for the period.
Statement of Cash Flows for the period.
Notes to Financial Statements.
(2) Schedules are omitted because of the absence of conditions under
which they are required or because the required information is given in the
financial statements or notes thereto.
(3) Exhibits
None.
(b) The Registrant filed no current reports on Form 8-K during
the last quarter of the fiscal year ended December 31, 1997.
(c) Consent of Orton & Company, CPA.
(d) Consent of John Svarc, CPA.
SIGNATURES
Pursuant to the requirements of 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.
Venture World, Ltd.
By: Mike Labertew
/s/ Mike Labertew
Dated: May 20, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons of behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Mike Labertew President and Director
(Principal Executive Officer) May 20, 1998
/s/ Lisa Valario Vice President,
Treasurer and Director
(Principal Financial and
Financial Officer) May 20, 1998
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant
Financial Statements:
Balance Sheets - December 31, 1997.
Statements of Operations - For the years ended December 31, 1997 and
December 31, 1996.
Statement of Stockholders' Equity - For the period from (inception) May
6, 1987 to December 31, 1997.
Statement of Cash Flows - For the years ended December 31, 1997 and
December 31, 1996 .
Statement of Operations - For the period from (inception) May 6, 1987
to December 31, 1997.
Statement of Cash Flows - For the period from (inception) May 6, 1987
to December 31, 1997.
Notes to Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the
Board of Directors and Stockholders
of Venture World, Ltd.
I have audited the accompanying Balance Sheet of Venture World, Ltd.(a
Delaware Corporation) (a development stage company) as of December 31, 1997
and the related statements of operations, stockholders' equity, and cash
flows for the year then ended. These financial statements are the
responsibility of the company's management. My responsibility is to
express and opinion on these financial statements based on my audit.
The accompanying financial statements for the period May 6, 1987 (inception)
to December 31, 1996 were audited by another auditor, whose report, dated
April 4, 1997, expressed an unqualified opinion on those statements.
I conducted by audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material 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 statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Venture World, Ltd. at
December 31, 1997, and the results of its operations and cash flows for
the year then ended in conformity with generally accepted accounting
principles.
Orton & Company
April 21, 1998
VENTURE WORLD, LTD.
( A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1997
TOTAL ASSETS $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses $ 200
STOCKHOLDERS' EQUITY
Common Stock at $.001 par value
300,000,000 shares authorized;
50,000,000 shares issued and outstanding 50,000
Paid-in capital 171,143
Deficit accumulated during development stage (221,343)
Total Stockholders' Equity (200)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -
VENTURE WORLD, LTD.
(A Development Stage Company)
Statements of Operations
For the period
For the Year For the Year from May 6,
Ended Ended 1987
(inception)
December 31, December 31, to December 31,
1997 1996 1997
REVENUE
Interest Income $ - $ 2 $ 42,392
EXPENSES
Consulting fees - - 133,247
Secretarial services - - 13,141
Rent and leasing expense - - 44,812
Telephone - - 15,127
Professional fees 100 1,500 19,441
Depreciation and amortization - 134 5,430
Underwriter's fees - - 10,000
Other 100 329 22,537
Total Expenses 200 1,963 263,735
INCOME (LOSS) $ (200) $ (1,961) $ (221,343)
Loss Per Common Share $ - $ - $ -
Weighted Average Number
of Shares 50,000,000 50,000,000 50,000,000
VENTURE WORLD, LTD.
(A Development Stage Company)
Statements of Stockholders' Equity
For the Period May 6, 1987 (inception) to December 31, 1997
Common Accumulated
Stock Deficit during
Purchase Common Par Paid-in
Development
Warrants Shares Value
Capital Stage
Shares issued to
officers and others - 37,500,000 $ 37,50 $(9,605) $-
Public offering
25,000 units at
$10.00 per unit (Note 2) 12,500,000 12,500,000 12,50 237,500
Offering costs - - - (64,402)
Net (loss) for May 6, 1987 to
December 31, 1990 - - - - (72,877)
Balance, December 31, 1990 12,500,000 50,000,000 50,00
163,493 (72,877)
Net (loss) for year ended
December 31, 1991 - - - - (56,562)
Balance, December 31, 1991 12,500,000 50,000,000 50,00
163,493 (129,439)
Net (loss) for year ended
December 31, 1992 - - - - (56,408)
Balance, December 31, 1992
12,500,000 50,000,000 50,00
163,493 (185,847)
Net (loss) for year ended
December 31, 1993 - - - - (28,329)
Balance, December 31, 1993 12,500,000 50,000,000 50,00
163,493 (214,176)
Net (loss) for year ended
December 31, 1994 - - - - (2,445)
Balance, December 31, 1994 12,500,000 50,000,000 50,00
163,493 (216,621)
Net (loss) for year ended
December 31, 1995 - - - - (2,561)
Balance, December 31, 1995 12,500,000 50,000,000 50,00
163,493 (219,182)
Warrants expired (Note 2) (12,500,000) - - -
Capital contributions - - - 6,350 -
Net (loss) for year ended
December 31, 1996 - - - - (1,961)
Balance, December 31,
1996 - 50,000,000 50,000 169,843 (221,143)
Contribution by Officer/Directors
(Note 4) - - - 1,300 -
Net (loss) for year ended
December 31, 1997 - - - - (200)
Balance, December 31, 1997 - 50,000,000 $50,000 $ 171,143
$(221,343)
VENTURE WORLD, LTD.
(A Development Stage Company)
Statements of Cash Flows
For the period
For the Year For the Year from May 6,
Ended Ended 1987 (inception)
December 31, December 31, to December 31,
1997 1996 1997
CASH FLOWS
FROM OPERATING
ACTIVITIES:
Net(Loss) $ (200) $(1,961) $(221,343)
Adjustments
to reconcile
net income to
net cash
provided by
operating
activities:
Depreciation
and amortization - 134 5,195
Increase
(Decrease) in
accounts payable
and accrued expenses (1,100) (4,600) 200
Total (1,300) (6,427) (215,948)
CASH FLOWS FROM INVESTING
ACTIVITIES
Payment for
purchase of equipment - - (4,495)
Payment for
purchase of
organizational cost - - (700)
Total - - (5,195)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Paid-in capital
contributions 1,300 6,350 7,650
Proceeds from
initial issuance
of stock - - 27,895
Proceeds from
public offering
of 25,000 units
of stock and warrants - - 250,000
Less: public
offering costs - - (64,402)
Total 1,300 6,350 221,143
INCREASE (DECREASE)
IN CASH - (77) -
CASH - beginning
of period - 77 -
CASH -end of period $ - $ -
VENTURE WORLD, LTD.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Venture World, Ltd. (the Company) is considered to be in the development
stage as defined in Statement of Financial Accounting Standards No. 7, and was
incorporated on May 6, 1987 for the purpose of seeking out business
opportunities, including acquisitions that the Board of Directors in their
discretion, believe to be good opportunities. Since inception, the Company
has been primarily engaged in the procurement of capital, and has been
pursuing its objective of seeking business opportunities.
Earnings (Loss) Per Share
Loss per share is computed using the weighted average shares outstanding.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
NOTE 2 - INITIAL PUBLIC OFFERING
On March 31, 1989 the Company completed a public offering of 25,000 units
at $10.00 per unit or $250,000 total. Each unit consisted of 500 shares of
common stock, par value $.0001 per share, and 500 common stock purchase
warrants per class (Classes A, B and C) that provided for the purchase of
one additional share of common stock per warrant that were exercisable as
follows:
Price Description
Class A $ .04 Exercisable to December 31, 1995
Class B $ .06 Exercisable to December 31, 1995
Class C $ .07 Exercisable to December 31, 1995
No warrants were exercised.
NOTE 3 - TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended December 31, 1997 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events
that have been recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at December 31, 1997 and
earlier years; accordingly, no deferred tax liabilities have been recognized
for all years.
VENTURE WORLD, LTD.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1997
NOTE 3 - TAXES (continued)
The Company has cumulative net operating loss carryforwards of
approximately $220,000 at December 31, 1997. No effect has been shown in the
financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryforwards
is not presently determinable. Accordingly, the potential tax benefits of
the net operating loss carryforwards, estimated based upon current tax rates of
$74,800 at December 31,1997 have been offset by valuation reserves of the
same amount. The netchange in deferred tax asset and offsetting valuation
reserve amounted to $0 for 1997.
The Company has available $220,000 in net operating loss carryforwards
that will begin to expire in the year 2007. The Company has accrued $100 per
year minimum state income taxes.
NOTE 4- OFFICER/DIRECTOR CONTRIBUTIONS
During the year, an officer/director of the Company advanced funds to pay
for the professional fees and taxes for the year.
ACCOUNTANTS' CONSENT
I hereby consent to the use of our audit report of Venture World, Ltd. dated
April 21, 1998 for the year ended December 31, 1997 in the 10-KSB annual
report.
/s/ Orton & Company
May 19, 1998
Salt Lake City, Utah
ACCOUNTANTS' CONSENT
I hereby consent to the use of our audit report of Venture World, Ltd, dated
April 21, 1998 for the year ended December 31, 1996 and for the period
May 6, 1987 (inception) to December 31, 1996 in the 10-KSB annual report.
/s/ John Svarc
May 19, 1998
Brooklyn, New York
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