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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, 1996
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.)
10 Exchange Place, Suite 309,
Salt Lake City, Utah 84111
(Address and zip code
of principal executive offices)
Registrant's telephone number, including area code: (801) 364-3500
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, 1996 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, 1996 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.
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.
The new Board of Directors was appointed by Alan Weisberger and Moshe Milstein,
and was approved by Exchange Place Capital Partners.
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 office of Exchange Capital Partners 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
- -------------------------------------------------------------------------------
PART II
- -------------------------------------------------------------------------------
Item 5. Market price for Registrant's Common Equity and Related Stockholder
Matters.
During the year ended December 31, 1996 there appeared to be little or no
trading in the stock 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 1996 1995
-------------- -------------
Total assets $ 0 $ 211
Total stockholders' equity $ (1,300) $ (5,689)
Year ended December 31,
Summary of Statement of Operations 1996 1995
--------------- -------------
Total revenues $ 2 $ 2
Net loss $ (1,961) $ (2,561)
Loss per common share $ (.00004) $ (.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 increased $4,389 from $(5,689) at December 31, 1995
to $(1,300) at December 31, 1996. The increase was, principally, due to capital
contributions.
Results of Operations
The Company sustained losses of $1,961 and $2,561 for the years ended December
31,1996 and December 31, 1995 respectively. Revenues of $2 and $2 for the two
periods represented interest earned on temporary cash investments and loans.
Expenses of $1,963 and $2,563 for the periods consisted of 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
- -------------------------------------------------------------------------------
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, 1996 and 1995.
b. Statements of Operations for the years ended December 31,
1996 and December 31, 1995.
c. Statement of Stockholders' Equity for this period.
d. Statement of Cash Flows for the years ended December 31,
1996 and December 31, 1995.
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, 1996.
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).
3. (27) Financial Data Schedule
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: Mike Labertew
/s/ Mike Labertew
Dated: April 15, 1997
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) April 15, 1997
/s/ Lisa Valario Vice President, Treasurer and Director
(Principal Financial and Financial Officer) April 15, 1997
5
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INDEX TO FINANCIAL STATEMENTS
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Report of Independent Certified Public Accountant............................................................F-1
Financial Statements:
Balance Sheets - December 31, 1996 and December 31, 1995................................................F-2
Statements of Operations - For the years ended December 31, 1996 and
December 31, 1995...................................................................................F-3
Statement of Stockholders' Equity - For the period from (inception) May 6, 1987
to December 31, 1996................................................................................F-4
Statement of Cash Flows - For the years ended December 31, 1996 and
December 31, 1995...................................................................................F-5
Statements of Operations - For the period from (inception) May 6, 1987
to December 31, 1996................................................................................F-6
Statements of Cash Flows - For the period from (inception) May 6, 1987
to December 31, 1996................................................................................F-7
Notes to Financial Statements...........................................................................F-8
6
JOHN SVARC 1064 FIFTY-FITH STREET
CERTIFIED PUBLIC ACCOUNTANT BROOKLYN, NEW YORK 11219
(718) 851-8617
Facsimile (718) 851-8619
INDEPENDENT AUDITOR'S REPORT
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, 1996 and 1995 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,
1996 and 1995, 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 4, 1997
F-1
VENTURE WORLD, LTD.
(A Development Stage Company)
BALANCE SHEETS
December 31, December 31,
1996 1995
-------------- ---------------
ASSETS
CURRENT ASSETS:
Cash $ 0 $ 77
OFFICE EQUIPMENT, net of accumulated depreciation of $4,495 and $4,361 (Note 1) 0 134
-------------- ---------------
TOTAL ASSETS $ 0 $ 211
============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued expenses $ 1,300 $ 5,900
-------------- ---------------
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 214,843 208,493
Deficit accumulated during the development stage (221,143) (219,182)
-------------- ---------------
Total Stockholders' equity (1,300) (5,689)
-------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 211
============== ===============
F-2
See accompanying notes to financial statements.
VENTURE WORLD, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Year ended Year ended
December 31, December 31,
1996 1995
------------------ ------------------
REVENUES:
Interest income $ 2 $ 2
------------------ ------------------
EXPENSES:
Professional fees 1,500 1,771
Depreciation and amortization (Note 1) 134 642
Other 329 150
------------------ ------------------
Total 1,963 2,563
------------------ ------------------
NET LOSS $ (1,961) $ 2,561)
================== ==================
LOSS PER COMMON SHARE $ (.00004) $ (.00005)
WEIGHTED AVERAGE NUMBER OF SHARES 50,000,000 50,000,000
================== ==================
F-3
See accompanying notes to financial statements.
VENTURE WORLD, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD
MAY 6, 1987 (INCEPTION) TO DECEMBER 31, 1996
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 $ 3,750 $ 24,145 $ 0
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) year ended
December 31, 1995 (2,561)
------------- ------------- ----------------- ------------- ----------------------
Balance December 31, 1995 12,500,000 50,000,000 5,000 208,493 (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 0 50,000,000 $ 5,000 $ 214,843 $ (221,143)
============= ============= ================= ============= ======================
F-4
See accompanying notes to financial statements.
VENTURE WORLD, LTD
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year ended Year ended
December 31, December 31,
1996 1995
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (1,961) $ (2,561)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 134 642
(Decrease) increase in accounts payable and accrued expenses (4,600) 1,350
------------------ ------------------
Total (6,427) (569)
------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in notes receivable - officers 0 571
------------------ ------------------
Total 0 571
------------------ ------------------
CASH FLOWS FROM FINANCE ACTIVITIES:
Paid-in capital contributions 6,350 0
------------------ ------------------
Total 6,350 0
------------------ ------------------
NET INCREASE (DECREASE) IN CASH (77) 2
CASH - beginning of period 77 75
------------------ ------------------
CASH - end of period $ 0 $ 77
================== ==================
F-5
See accompanying notes to financial statements.
VENTURE WORLD, LTD
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE PERIOD MAY 6, 1987 (INCEPTION) TO DECEMBER 31, 1996
REVENUES:
Interest income (Note 3) $ 42,392
------------------
EXPENSES:
Consulting fees (Note 3) 133,247
Secretarial services 13,141
Rent and leasing expense (Note 5) 44,812
Telephone 15,127
Professional fees 19,341
Depreciation and amortization (Note 1) 5,430
Underwriter's fees 10,000
Other 22,437
------------------
Total 263,535
NET LOSS - deficit accumulated during the development stage $ (221,143)
==================
LOSS PER COMMON SHARE $ (.0044)
WEIGHTED AVERAGE NUMBER OF SHARES 50,000,000
==================
F-6
See accompanying notes to financial statements.
VENTURE WORLD, LTD
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD MAY 6, 1987 (INCEPTION) TO DECEMBER 31, 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) - deficit accumulated during the development stage $ (221,143)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 5,195
Increase in accounts payable and accrued expenses 1,300
Increase in orgainzation costs (700)
------------------
Total (215,348)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for purchase of equipment (4,495)
Total (4,495)
CASH FLOWS FROM FINANCING ACTIVITIES:
Paid-in capital contributions 6,350
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 219,843
NET INCREASE IN CASH 0
Cash - beginning of period 0
------------------
Cash - end of period $ 0
==================
F-7
See accompanying notes to financial statements.
VENTURE WORLD, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
l. 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. Fully depreciated equipment is written off. 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.
The presentation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts of assets and liabilities at the date of the
financial statements and the amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
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.
F-8
VENTURE WORLD, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(continued)
3. RELATED PARTY AND OTHER TRANSACTIONS:
a. Loans receivable - officers represented net advances by the Company to its
President and Vice-President and included interest at a rate of 9% a year. The
Vice-President assumed a loan outstanding from an unrelated party (see below).
Loans receivable - other consisted of loans made by the Company to an
unrelated party and included interest at a rate of 10% a year. Another loan to
an unrelated party at the same interest rate which totalled $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:
a. 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.
b. The Company leased an automobile for approximately $430.00 a month under a
4 year lease agreement which began in May 1989. The agreement also included an
initial lease prepayment of $2,806 which was reflected as "Deferred leasing
expense", net of amortization over the 4 year lease period.
F-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.
F-10