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.
Item 2. Properties.
The Company operates out of the office of Exchange Capital Partners and pays no rent or expenses.
Item 3.
Item 3. Legal Proceedings.
None
Item 4.
Item 4. Submission of matters to a vote of Security Holders.
None - not applicable
- -------------------------------------------------------------------------------
PART II
- -------------------------------------------------------------------------------
Item 5.
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.
Item 6.
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.
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.
Item 8.
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.
Item 9. Disagreements on Accounting and Financial Disclosures.
Not Applicable.
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
PART IV
- -------------------------------------------------------------------------------
Item 14.
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.
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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
VENTURE WORLD, LTD. (A Development Stage Company)
BALANCE SHEETS
See accompanying notes to financial statements.
VENTURE WORLD, LTD. (A Development Stage Company)
STATEMENTS OF OPERATIONS
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
See accompanying notes to financial statements.
VENTURE WORLD, LTD (A Development Stage Company)
STATEMENT OF CASH FLOWS
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
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
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.
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.
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.