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SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended January 31, 2000
or
[ ] 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.0-24211
NATIONAL VENTURE CAPITAL FUND, INC.
-----------------------------------
(Exact Name of Small Business Issuer as specified in its charter)
Colorado 84-1432661
--------------- --------------------------
(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
1472 Glade Gulch Road
Castle Rock, Colorado 80104
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(Address of principal executive offices) (zip code)
(303) 378-7634
--------------
(Registrant's telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act: None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 per share par value
Indicate by check mark whether the Registrant (1) had 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. Yes No X
--- ---
The number of shares outstanding of Registrant's common stock, par value $0.0001
per share, as of January 31, 2000 were 20,101,000 common shares.
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References in this document to "us," "we," or "the Company" refer to National
Venture Capital Fund, Inc.
PART 1 - FINANCIAL INFORMATION
ITEM I. Financial Statements
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NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
FORM 10-QSB QUARTERLY REPORT
JANUARY 31, 2000
JANET LOSS, C.P.A., P.C.
CERTIFIED PUBLIC ACCOUNTANT
1780 S. BELLAIRE ST., SUITE 500
DENVER, COLORADO 80222
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NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS PAGE
----
Unaudited Balance Sheet at January
31, 2000 and April 30, 1999 (Audited) ...................... F-2
Statements of Operations for the three
And nine months ended January 31, 2000
And 1999 and for the period from June
12, 1997 through January 31, 2000 .......................... F-3
Statements of Stockholders' Equity
(Deficit) for the nine months
Ended January 31, 2000 ..................................... F-4
Statements of Cash Flows for the three
And nine months ended January 31, 2000
And 1999 and for the period from June
12, 1997 through January 31, 2000 .......................... F-5
Notes to Financial Statements .............................. F-6
F-1
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NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(UNAUDITED) AUDITED
JANUARY 31, APRIL 30,
2000 1999
-------------- ---------
ASSETS
CURRENT ASSETS:
Cash in checking $ 2,506 $ 12,842
Prepaid Rent 0 540
-------- --------
TOTAL CURRENT ASSETS 2,506 13,382
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OTHER ASSETS:
Organization Costs, net
Of Amortization 0 317
-------- --------
TOTAL ASSETS $ 2,506 $ 13,699
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 0 $ 1,138
-------- --------
STOCKHOLDERS' EQUITY:
Preferred Stock, 10,000,000 shares
Authorized $0.0001 par value per
Share, none issued 0 0
Common stock, 100,000,000 shares
Authorized $0.0001 par value
Per share, 20,101,000 shares
Issued and outstanding 2,010 2,010
Additional Paid-in-Capital 30,490 30,490
(Deficit) (29,994) (19,939)
-------- --------
Total Stockholders' Equity 2,506 12,561
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,506 $ 13,699
======== ========
The accompanying notes are an integral part of the financial statements.
F-2
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NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended January 31, 2000 and 1999
And for the Period From June 12, 1997 (Inception)
Through January 31, 2000
FOR THE THREE FOR THE NINE FROM JUNE 12, 1997
MONTHS ENDED MONTHS ENDED (INCEPTION)
JANUARY 31, JANUARY 31, THROUGH
2000 1999 2000 1999 JANUARY 31, 2000
------------ ------------ ------------ ------------ ------------------
REVENUES: $ 0 $ 0 $ 0 $ 0 $ 0
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES:
Accounting and
Legal fees $ 0 $ 8,600 $ 3,332 $ 8,600 $ 11,932
Advertising 0 0 0 547 547
Amortization 267 25 317 75 500
Consulting Services 0 0 0 1,000 3,000
Edgar Filings 0 0 384 0 384
Entertainment 0 277 0 734 1,248
Filing and
Transfer fees 0 1,160 0 1,160 1,310
Office Expense 0 148 0 1,094 1,701
Postage 0 0 0 526 1,002
Referral Fees 0 0 5,000 0 5,000
Rent Expenses 0 0 540 0 1,080
Telephone Expenses 0 228 438 768 2,246
Taxes and Licenses 44 0 44 0 44
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING
EXPENSES 311 10,438 10,055 14,504 29,994
------------ ------------ ------------ ------------ ------------
NET (LOSS) $ (311) $ (10,438) $ (10,055) $ (14,504) $ (29,994)
============ ============ ============ ============ ============
NET INCOME (LOSS)
PER COMMON SHARE N/A N/A N/A N/A N/A
============ ============ ============ ============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 20,101,000 20,101,000 20,101,000 20,101,000 20,101,000
============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
F-3
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NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Nine Months Ended January 31, 2000
Accumulated
Common (Deficit) Total
Stock Additional During the Stockholders'
Number of Common Stock Paid-in Development Equity
Shares Amount Capital Stage (Deficit)
---------- ------------ ---------- ------------ -------------
May 1, 1999 20,101,000 $ 2,010 $ 30,490 $ (19,939) $ 12,561
Net (Loss) for the
Nine Months Ended
January 31, 2000 0 0 0 (10,055) (10,055)
---------- ---------- ---------- ---------- ----------
Balance January
31, 2000 20,101,000 $ 2,010 $ 30,490 $ (29,994) $ 2,506
========== ========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
F-4
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NATIONAL VENTURE CAPITAL FUND, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended January 31, 2000 and 1999
And for the Period From June 12, 1997 (Inception)
Through January 31, 2000
FOR THE PERIOD
FROM JUNE 12, 1997
FOR THE NINE MONTHS ENDED (INCEPTION) THROUGH
JANUARY 31, 2000 JANUARY 31, 1999 JANUARY 31, 2000
---------------- ---------------- -------------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Income (Loss) $(10,055) $(14,504) $(29,994)
ADJUSTMENTS TO RECONCILE
NET (LOSS) TO CASH FLOW FROM
OPERATING ACTIVITIES:
Amortization 317 75 500
(Increase) Decrease in
Prepaid Rent 540 0 0
Increase (Decrease) in
Accounts Payable (1,138) 0 0
Stock Issued for
Services 0 0 2,000
Stock Issued for
Organization Costs 0 0 500
-------- -------- --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (10,336) (14,429) (26,994)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Organization Costs 0 0 (500)
Deferred Offering Costs 0 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Issuance of
Capital Stock 0 30,000 30,000
-------- -------- --------
NET (DECREASE) INCREASE
IN CASH (10,336) 15,571 2,506
CASH, BEGINNING OF
PERIOD 12,842 0 0
-------- -------- --------
CASH, END OF PERIOD $ 2,506 $ 15,571 $ 2,506
======== ======== ========
The accompanying notes are an integral part of the financial statements.
F-5
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NATIONAL VENTURE CAPITAL FUNC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE I - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
National Venture Capital Fund, Inc. (A Development Stage Company), a Colorado
Corporation, was incorporated June 12, 1997, for the purpose of seeking
potential businesses acquisition or mergers.
Accounting Method
The company record income and expenses on the accrual method.
Organization Costs
Costs incurred in organizing the company are being amortized over a
sixty-month period.
Year End
The Company has elected a fiscal year-end of April 30th.
Loss Per Share
Net Loss is calculated by dividing the net loss by the weighted average
number or common shares outstanding.
NOTE III - RELATED PARTY TRANSACTION
The Company maintains its office in space provided by an officer of the Company
pursuant to an oral agreement with reimbursement for out of pocket expenses,
such as telephone.
F-6
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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
Forward-Looking Statements
The following discussion contains forward-looking statements regarding
us, our business, prospects and results of operations that are subject to
certain risks and uncertainties posed by many factors and events that could
cause our actual business, prospects and results of operations to differ
materially from those that may be anticipated by such forward-looking
statements. Factors that may affect such forward-looking statements include,
without limitation: our ability to successfully develop operations, our success
in finding one or more acquisition candidates, and the impact of competition on
the development of revenues.
When used in this discussion, words such as "believes", "anticipates",
"expects", "intends" and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. We undertake no obligation to revise any forward-looking statements in
order to reflect events or circumstances that may subsequently arise. Readers
are urged to carefully review and consider the various disclosures made by us in
this report and other reports filed with the Securities and Exchange Commission
that attempt to advise interested parties of the risks and factors that may
affect our business.
Results of Operations
We have not generated any revenues from operations since our inception.
Our Total Operating Expenses for the three months ended January 31, 2000 were
$311 compared to Total Operating Expenses for the three months ended January 31,
1999 of $10,438. We had Total Operating Expenses for the nine months ended
January 31, 2000 were $10,055 compared to Total Operating Expenses for the nine
months ended January 31, 1999 of $14,504. We had Total Operating Expenses since
inception of $29,994. Since we have not generated Revenues, our Net Losses for
these periods was the same as our Total Operating Losses. Since we have not
generated revenues and have never been in a profitable position, we attempt to
operate with minimal overhead. Our primary
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activity will be to seek an acquisition candidate. As of the end of the
reporting period, we had concluded no acquisitions and had spoken with no
potential candidates. The attempt to seek an acquisition candidate or candidates
will be our primary focus in the coming fiscal year.
Liquidity and Capital Resources
As of the end of the reporting period and since inception, we had
$2,506 in cash and cash equivalents, compared to $15,571 for the nine months
ended January 31, 1999. We had no Accounts Receivable or Accounts Payable for
the period.
Management feels that we have inadequate working capital to pursue any
business opportunities other than seeking an acquisition candidate. We will have
minimal capital requirements prior to the consummation of any acquisition but
can pursue an acquisition candidate. Until a suitable candidate is identified,
our officers and directors will personally provide the necessary funds for our
operation, which are expected to be minimal. There is no plan to reimburse any
of our officers and directors for any advances. We do not intend to pay
dividends in the foreseeable future.
PART II- OTHER INFORMATION
ITEM 1. Legal Proceedings
No legal proceedings of a material nature to which we are a party were
pending during the reporting period, and we know of no legal proceedings of a
material nature pending or threatened or judgments entered against any of our
directors or officers in his capacity as such.
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.
No exhibits as set forth in Regulation S-K are considered necessary in this
10-QSB filing. No reports on Form 8-K were filed as of the most recent fiscal
quarter.
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SIGNATURES
In accordance with Section 12 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.
NATIONAL VENTURE CAPITAL, INC.
Dated: 12/04/00 By: /s/ Farhad Behzadi
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Farhad Behzadi
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL AND ACCOUNTING
OFFICER
Dated: 12/04/00 By: /s/ Marc Baker
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Marc Baker
Treasurer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule