SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 33-83418-LA
NW VENTURE CORP.
(Exact name of Small Business Issuer as Specified in its Charter)
Delaware 93-1138967
(State or Other Jurisdiction I.R.S. Employer
of Incorporation or Identification
Organization) Number)
501 S.E. Columbia Shores Boulevard, #350
Vancouver, Washington 98661
(Address of Principal Executive Offices)
(360) 737-6800
(Issuer's Telephone Number, Including Area Code)
Check whether the Issuer (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
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
Common, $.0001 par value per share: 4,500,000
outstanding as of May 1, 1996
<PAGE>
PART I - FINANCIAL INFORMATION
NW VENTURE CORP.
PERIOD ENDED MARCH 31, 1996
The financial information herein is unaudited. However, in
the opinion of management, such information reflects all adjustments
(consisting of normal recurring accruals) necessary for a fair
presentation of the results of operations for the periods being
reported. Additionally, it should be noted that the accompanying
condensed financial statements do not purport to be complete
disclosures in conformity with generally accepted accounting
principles.
The results of operations for the three months ended March
31, 1996 are not necessarily indicative of the results of operations
that may be expected for the full fiscal year ending December 31,
1996.
These condensed statements should be read in conjunction
with the Company's financial statements for the year ended December 31,
1995.
<PAGE>
<TABLE>
<CAPTION>
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 1996
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash in bank $ 1,167
TOTAL CURRENT ASSETS $ 1,167
OTHER ASSETS
Organization Expenses
(Net of Amortization) $ 283
Escrow Account 45,867
TOTAL OTHER ASSETS 46,150
TOTAL ASSETS $47,317
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Interest payable $ 544
Loans payable
(on demand with interest at 7%) 4,000
TOTAL CURRENT LIABILITIES $ 4,544
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value,
50,000,000 shares authorized,
4,500,000 shares issued and
outstanding (Note 2) $ 450
Capital in excess of par value 50,550
Deficit accumulated during
development stage (8,227)
TOTAL STOCKHOLDERS' EQUITY 42,773
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $47,317
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD
1/1/96 1/1/95
THROUGH THROUGH
3/31/96 3/31/95
<S> <C> <C>
REVENUE $ 0 $ 0
EXPENSES 665 253
NET (LOSS) FROM OPERATIONS $ (665) $ (253)
OTHER INCOME:
INTEREST 535 17
NET (LOSS) $ (130) $ (236)
(LOSS) PER SHARE $ 0 $ 0
AVERAGE NUMBER OF
SHARES OUTSTANDING 4,500,000 4,000,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NW VENTURE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
INCREASE (DECREASE) IN CASH
FOR THE PERIODS
1/1/96 1/1/95
THROUGH THROUGH
3/31/96 3/31/95
<S> <C> <C>
Cash flows from operating
activities: $ (130) $ (236)
Net income
Adjustment to reconcile net
income to net cash provided
by operating activities:
Amortization 25 25
Increase in interest payable 70 70
Net cash provided (used) by
operating activities $ (35) $ (141)
Cash flows from financing
activities:
Increase in escrow account (525) 0
Net cash provided (used) by
financing activities $ (525) $ 0
Net increase (decrease) in cash $ (560) $ (141)
Cash at beginning of period 1,727 2,425
Cash at end of period $ 1,167 $ 2,284
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of
Operation.
The Company is in the development stage and, in October
1995, completed an initial public offering (the "Offering")
pursuant to a Registration Statement declared effective by the
Securities and Exchange Commission on June 30, 1995 and sold
500,000 shares of its common stock, $.0001 par value, at a price
of $.10 per share. The Offering was conducted directly by the
Company without the use of a professional underwriter. The
Company is a "blank check" company subject to Rule 419 of
Regulation C which was organized to obtain funding from persons
purchasing in the Offering in order to provide a vehicle to take
advantage of business opportunities which management believes
arise from time to time.
Except for 10% of the deposited funds (10% of $50,000, or
$5,000) which was released under Rule 419 upon completion of the
Offering, the deposited funds and the securities to be issued to
subscribers are remaining in escrow and may not be released until
an acquisition meeting certain specified criteria has been made
and a sufficient number of subscribers reconfirm their investment
in accordance with the procedures set forth in Rule 419.
The Company has entered into negotiations to acquire a
business opportunity but no assurance can be given that an
agreement will be signed or that the transaction will be
completed.
The Company had no revenues for the three months ended March
31, 1996. The Company had a net loss of $(130) for the three
months ended March 31, 1996 as compared to a net loss of $(236)
for the three months ended March 31, 1995. In addition, at March
31, 1996, the Company had total assets of $47,317 (which amount
includes $45,867 of deposited funds being held in escrow pursuant
to Rule 419) and total liabilities of $4,544.
There can be no assurance that an acquisition can be done
which meets the requirements of Rule 419 of Regulation C under
the Securities Act of 1933, as amended. Rule 419 was adopted to
strengthen the regulation of securities offerings by "blank
check" companies.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
There are no exhibits applicable to this Form 10-QSB.
(b) Reports on Form 8-K.
Listed below are reports on Form 8-K filed during the
fiscal quarter ended March 31, 1996.
None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
NW VENTURE CORP.
(Registrant)
Dated: May 13, 1996 By: /s/Martin Rifkin
Martin Rifkin,
President
Dated: May 13, 1996 By: /s/Martin Rifkin
Martin Rifkin,
Principal Financial
Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM NW VENTURE CORP.'S QUARTERLY REPORT FOR THE QUARTER ENDED
MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,167
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,167
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 47,317
<CURRENT-LIABILITIES> 4,544
<BONDS> 4,000
<COMMON> 450
0
0
<OTHER-SE> 50,550
<TOTAL-LIABILITY-AND-EQUITY> 47,317
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 665
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (130)
<INCOME-TAX> 0
<INCOME-CONTINUING> (130)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (130)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
