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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT OT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File No. 33-19139-NY
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
VENTURE WORLD, LTD.
(Exact name of Registrant as specified in its charter)
Delaware 11-2936371
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
136 East Ninth Street, Lakewood, NJ 08701
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (908) 905-2020
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. [ ]
As of December 31, 1995 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 December 31, 1995 the number of shares outstanding of the Registrant's
Common Stock was 50,000,000.
Documents incorporated by reference: The information required by Part I - Items
1 and 2 and Part III is incorporated by reference from the Registrant's
Prospectus dated November 2, 1988 which is part of the Registration Statement
under file No. 33-19139-NY.
1
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PART I
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Item 1. 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
"blind-pool" offering. The information set forth under "Proposed Business" in
the Registrant's Prospectus dated November 21, 1988 is herein incorporated by
reference.
The Registrant is seeking a business opportunity but to date has not
participated in any business opportunities.
Item 2. Properties.
The Company operates out of the home office of its president and pays no rent or
expenses.
Item 3. Legal Proceedings.
None
Item 4. Submission of matters to a vote of Security Holders.
None - not applicable
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PART II
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Item 5. Market price for Registrant's Common Equity and Related Stockholder
Matters.
During the year ended December 31, 1995 there appeared to be little or no
trading in the stock and warrants of the Company.
As of February 7, 1996, the Company had 64 shareholders of record and believes
that it had approximately 250 beneficial owners.
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.
2
Item 6.
VENTURE WORLD, LTD.
EXPECTED FINANCIAL DATA
December 31,
Summary Balance Sheet 1995 1994
------------------ -----------
Total assets $ 211 $ 1,422
Total stockholders' equity $ (5,689) $ (3,128)
Year ended December 31,
Summary of Statement of Operations 1995 1994
------------------ -----------
Total revenues $ 2 $ 2
Net loss $ (2,561) $ (2,445)
Loss per common share $ (.00005) $ (.00005)
Item 7.
VENTURE WORLD, LTD.
(A Development Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Financial Condition
Total stockholders' equity decreased $2,561 from $(3,128) at December 31, 1994
to $(5,689) at December 31, 1995. This decrease was the result of losses
incurred by the Company during its development stage, while seeking out business
opportunities.
Results of Operations
The Company sustained losses of $2,561 and $2,445 for the years ended December
31,1995 and December 31, 1994 respectively. Revenues of $2 and $2 for the two
periods represented interest earned on temporary cash investments and loans.
Expenses of $2,563 and $2,447 for the periods consisted of consulting fees,
rent, and leasing expenses, professional fees, depreciation, 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.
3
Item 8. Financial Statements and Supplementary Data.
The financial statements and the schedules listed in Item 14 are filed with and
as part of this report.
Item 9. Disagreements on Accounting and Financial Disclosures.
Not Applicable.
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PART III
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The information required by Items 10, 11, 12, and 13 of this Part III is set
forth under the captions "Management", "Principal Shareholders'", and "Certain
Transactions" in the Prospectus dated November 21, 1988 and is herein
incorporated by reference.
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PART IV
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Item 14. Financial Statements, Financial Statement Schedules, Exhibits, and
Reports on Form 8-K.
A. Financial Statements, Financial Statement Schedules, and Exhibits
filed.
1. Financial Statements filed with this Form 10-K include:
a. Balance Sheets as of December 31, 1995 and 1994.
b. Statements of Operations for the years ended December
31, 1995 and December 31, 1994.
c. Statement of Stockholders' Equity for this period.
d. Statement of Cash Flows for the years ended December
31, 1995 and December 31, 1994.
e. Statement of Operations for the period.
f. Statement of Cash Flows for the period.
B. The Registrant filed no current reports on Form 8-K during the last
quarter of the fiscal year ended December 31, 1995.
C. Exhibits
1. Certificate of Incorporation (Incorporated by reference to
Registration Statement No. 33-19139- NY.)
2. By-laws (Incorporated by reference to Registration Statement No.
33-19139-NY.) Supplemental Information to be furnished with
reports Pursuant to Section 15(d).
D. No annual reports or proxy material has been sent to security holders.
Copies of any such report or proxy material so furnished to security
holders subsequent to the filing of the annual report on this form
will be furnished to the Commission when sent to security holders.
4
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Venture World, Ltd.
By: Alan Weisberger
/s/ Alan Weisberger - President
Dated: May 30, 1996
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/ Alan Weisberger President and Director
(Principal Executive Officer) May 30, 1996
/s/ Moshe Milstein Vice President, Treasurer and Director
(Principal Financial and Financial Officer) May 30, 1996
5
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INDEX TO FINANCIAL STATEMENTS
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Report of Independent Certified Public Accountant...........................1
Financial Statements:
Balance Sheets - December 31, 1995 and December 31, 1994....................2
Statements of Operations - For the years ended December 31, 1995 and
December 31, 1994.......................................................3
Statement of Stockholders' Equity - For the period from (inception) May 6, 1987
to December 31, 1995....................................................4
Statement of Cash Flows - For the years ended December 31, 1995 and
December 31, 1994.......................................................5
Statements of Operations - For the period from (inception) May 6, 1987
to December 31, 1995....................................................6
Statements of Cash Flows - For the period from (inception) May 6, 1987
to December 31, 1995....................................................7
Notes to Financial Statements...............................................8
6
JOHN SVARC 1064 FIFTY-FIFTH STREET
CERTIFIED PUBLIC ACCOUNTANT BROOKLYN, NEW YORK 11219
(718) 851-8617
(718) 851-8619
To the
Board of Directors and Stockholders
of Venture World, Ltd.
I have audited the accompanying balance sheets of Venture World, Ltd. (a
development stage company) as of December 31, 1995 and 1994 and the related
statements of operations, changes in stockholders' equity, and cash flows for
the years then ended. 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.
I conducted my 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,
1995 and 1994, and the results of its operations and cash flows for the years
then ended in conformity with generally accepted accounting principles.
/s/ John Svarc
Certified Public Accountant
April 23, 1996
See accompanying Notes to Financial Statements.
- 1 -
VENTURE WORLD, LTD.
(A Development Stage Company)
BALANCE SHEETS
December 31,
1995 1994
ASSETS
CURRENT ASSETS:
Cash $ 77 $ 75
Loans receivable (net) - officers (Note 3) 0 571
------------------ ------------------
Total Current Assets 77 646
Office equipment, net of accumulated depreciation
of $4,361 and $3,719 (Note 1) 134 776
------------------ ------------------
TOTAL ASSETS $ 211 $ 1,422
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses $ 5,900 $ 4,550
CONTINGENT LIABILITY (Note 7)
STOCKHOLDERS' EQUITY:
Common Stock, $.0001 par value, 300,000,000 shares
authorized, 50,000,000 shares issued and outstanding 5,000 5,000
Paid-in capital 208,493 208,493
Deficit accumulated during the development stage (219,182) (216,621)
------------------ ------------------
Total (5,689) (3,128)
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 211 $ 1,422
================== ==================
See accompanying Notes to Financial Statements.
- 2 -
VENTURE WORLD, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Year ended December 31,
1995 1994
REVENUES:
Interest income (Note 3) $ 2 $ 2
------------------ ------------------
EXPENSES:
Professional fees 1,771 1,655
Depreciation and amortization (Note 1) 642 642
Other 150 150
------------------ ------------------
Total 2,563 2,447
------------------ ------------------
NET LOSS $ (2,561) $ (2,445)
================== ==================
LOSS PER COMMON SHARE $ (.00005) $ (.00005)
WEIGHTED AVERAGE NUMBER OF SHARES 50,000,000 50,000,000
================== ==================
See accompanying Notes to Financial Statements.
- 3 -
VENTURE WORLD, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD
MAY 6, 1987 (inception) TO DECEMBER 31, 1995
Accumulated
Common Stock Deficit during
Purchase Common Paid-in the Development
Warrants Stock Par Value Capital Stage
Shares issued to officers and others 37,500,000 $ 3,750 $ 24,145 $
Public offering 25,000 units at $10.00
per unit (Note 2) 12,500,000 12,500,000 1,250 248,750
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 5,000 208,493
Net loss year ended
December 31, 1991 (56,562)
------------------ ------------- ------------- ------------- ----------------
Balance, December 31, 1991 12,500,000 50,000,000 5,000 208,493 (129,439)
Net loss year ended
December 31, 1992 (56,408)
------------------ ------------- ------------- ------------- ----------------
Balance, December 31, 1992 12,500,000 50,000,000 5,000 208,493 (185,847)
Net loss year ended
December 31, 1993 (28,329)
------------------ ------------- ------------- ------------- ----------------
Balance, December 31, 1993 12,500,000 50,000,000 5,000 208,493 (214,176)
Net loss year ended
December 31, 1994 (2,445)
------------------ ------------- ------------- ------------- ----------------
Balance, December 31, 1994 12,500,000 50,000,000 5,000 208,493 (216,621)
Net loss for three months ended
March 31, 1995 (611)
------------------ ------------- ------------- ------------- ----------------
Balance, March 31, 1995 12,500,000 50,000,000 5,000 208,493 (217,232)
Net loss for three months ended
June 30, 1995 (461)
------------------ ------------- ------------- ------------- ----------------
Balance, June 30, 1995 12,500,000 50,000,000 5,000 208,493 (217,693)
Net loss for three months ended
September 30, 1995 (461)
------------------ ------------- ------------- ------------- ----------------
Balance, September 30, 1995 12,500,000 50,000,000 5,000 208,493 (218,154)
Net loss for three months ended
December 31, 1995 (1,028)
------------------ ------------- ------------- ------------- ----------------
Balance, December 31, 1995 12,500,000 50,000,000 $ 5,000 $ 208,493 $ (219,182)
================== ============= ============= ============= ================
See accompanying Notes to Financial Statements.
- 4 -
VENTURE WORLD, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year ended December 31,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (2,561) $ (2,445)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 642 642
Increase in accounts payable and accrued expenses 1,350 1,100
------------------ ------------------
Total (569) (703)
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in notes receivable - officers 571 751
------------------ ------------------
Total 571 751
------------------ ------------------
NET INCREASE IN CASH 2 48
CASH - beginning of period 75 27
------------------ ------------------
CASH - end of period $ 77 $ 75
================== ==================
See accompanying Notes to Financial Statements.
- 5 -
VENTURE WORLD, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE PERIOD MAY 6, 1987 (inception) TO DECEMBER 31, 1995
REVENUES:
Interest income (Note 3) $ 42,390
------------------
EXPENSES:
Consulting fees (Note 3) 133,247
Secretarial services 13,141
Rent and leasing expense (Note 5) 44,812
Telephone 15,127
Professional fees 17,841
Depreciation and amortization (Note 1) 5,296
Underwriter's fees 10,000
Other 22,108
------------------
Total 261,572
NET LOSS - deficit accumulated during the development stage $ 219,182
==================
LOSS PER COMMON SHARE $ (.0044)
WEIGHTED AVERAGE NUMBER OF SHARES 50,000,000
See accompanying Notes to Financial Statements.
- 6 -
VENTURE WORLD, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD MAY 6, 1987 (inception) TO DECEMBER 31, 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss - deficit accumulated during the development stage $ (219,182)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 5,061
Increase in accounts payable and accrued expenses 5,900
Increase in organization costs (700)
------------------
Total (208,921)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for purchase of equipment (4,495)
------------------
Total (4,495)
------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from initial issue 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 213,493
NET INCREASE IN CASH 77
Cash - beginning of period 0
------------------
Cash - end of period $ 77
==================
See accompanying Notes to Financial Statements.
- 7 -
VENTURE WORLD, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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. There can be no
assurance that the Company will be able to acquire a favorable business
opportunity. Even if the Company becomes engaged in a new business
opportunity, there can be no assurance that the Company will be able to
generate revenues or profits therefrom.
Office equipment is stated at cost less accumulated depreciation.
Depreciation is provided on a straight-line basis over periods of five and
seven years. Maintenance and repairs are charged to expense as incurred.
Organization costs relating to the costs of incorporation are amortized on
a straight-line basis over five years.
Loss per share is computed using the weighted average number of shares
outstanding.
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.
- 8 -
VENTURE WORLD, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(continued)
3. RELATED PARTY AND OTHER TRANSACTIONS:
a. Loans receivable - officers represents net advances by the Company to
its President and Vice President and includes interest at a rate of 9%
a year. The Vice President assumed a loan outstanding from an
unrelated party (see below).
Loans receivable - other consists of loans made by the Company to an
unrelated party and includes interest at a rate of 10% a year. Another
loan to an unrelated party at the same interest rate which totaled
$9,971 at January 1, 1991 was assumed by the Vice President (see
above).
b. In January, 1991, the Board of Directors resolved to incur consulting
fees to September 30, 1993 as follows:
The President and Vice President of the Company - $15,600 a year
each and an unrelated investment banking firm (see above) - $450 a
week.
c. The Company paid office rent to its President in 1991 (see Note 5).
4. STOCK OPTION PLAN:
The Company has adopted an incentive stock option plan under which options
to purchase a total of 7,500,000 shares of common stock may be issued.
Options issued under the plan can be granted at exercise prices equal to
100% of the fair market value of the common stock on the date of grant. At
December 31, 1990, 7,500,000 shares of common stock have been reserved for
issuance upon exercise of options under the plan and no options have been
granted.
5. LEASES:
d. At the beginning of 1991, the Company relocated its offices to New
Jersey where it rented space under an oral lease with its President at
$250 a month. The lease ended in October, 1991.
e. The Company leased an automobile for approximately $430 a month under
a four (4) year lease agreement which began in May 1989. The agreement
also included an initial lease prepayment of $2,806 which is reflected
as "Deferred leasing expense", net of amortization over the four (4)
year lease period.
- 9 -
VENTURE WORLD, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(continued)
6. CONFLICTS OF INTEREST:
Certain conflicts of interest may arise when the Company finds a business
opportunity due to the fact that the officers and directors each have other
business interests that may also wish to invest in that business
opportunity. There are no assurances that such conflicts will be resolved
in the Company's favor.
7. CONTINGENT LIABILITY AND SUBSEQUENT EVENTS:
In February, 1996, the Company terminated the services of the stock
registrar it had been using and retained a new registrar. The former
registrar is demanding a termination fee of $3,000.
The Company maintains that it has no obligation to pay the fee since the
contract with the registrar does not contain a termination fee clause.
- 10 -