It doesn't sound good for VNTN.
Management`s Discussions: 10QSB, VENTURENET CAPITAL GROUP INC
(Edgar Online via COMTEX)
Company Name: VENTURENET CAPITAL GROUP INC
(SYMBOL:ISMR)
Management's Discussion and Analysis or Plan of Operation Safe Harbor Statement
Certain statements in this Form 10-QSB, including information set forth under
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations constitute `forward-looking statements' within the meaning of the
Private Securities Litigation Reform Act of 1995 (the Act). Forward-looking
statements in this Form 10-QSB or hereafter included in other publicly available
documents filed with the Securities and Exchange Commission, reports to our
stockholders and other publicly available statements issued or released by us
involve known and unknown risks, uncertainties and other factors which could
cause our actual results, performance (financial or operating) or achievements
to differ from the future results, performance (financial or operating) or
achievements expressed or implied by such forward-looking statements. Such
future results are based upon management's best estimates based upon current
conditions and most recent results of operations.
Plan of Operation
Our business is dramatically different and not subject to comparison with the
prior year. We intend to act as an "incubator", mentor or both, for corporate
development for potentially successful pre-public and private companies through
the initial public offering or private sale stage. We will provide management
services, corporate development and structure in emerging and established
business operations which demonstrate potential for long-term capital growth and
which would benefit from public ownership. Our belief is that smaller companies,
specifically those between $2 million and $20 million in annual sales, offer the
greatest opportunity for gain, due to their inability to attract adequate
capital in the general markets, and we have the expertise in dealing with the
management and marketing problems associated with emerging firms in that size
range. Start-up companies will also be considered. Our experience is that
exceptional bargains are available for investments of that size and type of
company because of being largely overlooked by the capital markets. Decisions as
to which business opportunity to participate in will be made by management, who
may enter into investment decisions with or without the consent, vote, or
approval of the Executive Committee. To help accomplish these goals, the Company
will provide substantial working capital, expenses, and fees to the emerging
companies to attempt to complete their business plan.
Liquidity and Capital Resources
Going Concern. The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. The Company has suffered recurring
losses from operations and at November 30, 2000, had a working capital deficit
and a deficiency in assets. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The Company has, at present, approximately 3.4 million shares of common stock
that remain available for sale pursuant to the public offering. However, the
present market price of the Company's common stock is substantially below the
price per share prescribed in the Public Offering. As a result, the viability of
the Public Offering as a vehicle to raise cash funds for the Company is in
serious doubt. Management is currently funding the operations of the Company
through loans. It remains doubtful, however, whether any additional funds will
be available to the Company from management or other sources. These and other
factors raise doubt about the Company's ability to continue as a going concern.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any legal proceedings except litigation in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to any such proceedings will not be material to
the Company's financial position or results of operations.
7 Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
No matters were submitted to a vote of the security holders of the Company
during its fiscal quarter ended November 30, 2000.
Item 5. Other Information
On July 10, 2000, the Company announced that Utendahl Capital Partners, L.P.,
had been retained by the Company as a financial advisor in connection with
corporate and capital marker activities. Subsequent thereto Utendahl Capital
Partners, L.P., advised the Company that it would not do so at the present time.
On August 2, 2000, the Company announced that it would be assisting Talk America
Public in developing and implementing a strategic plan. As of this date, no
discussions have occurred between the Company and Talk America Public.
On August 8, 2000, the Company announced that it was in negotiations to acquire
stock of Human Service Technologies, Inc. After completion of its due diligence,
the Company determined that it would not be in the best interests of the Company
to proceed with such an acquisition.
On September 26, 2000, the Company announced that it was in negotiations to
acquire stock of E-Sports Instruction, Inc. After completion of its due
diligence, the Company determined that it would not be in the best interests of
the Company to proceed with such an acquisition.
On October 16, 2000, the Company announced that it had entered into an agreement
to acquire 100% ownership of Premier Baking. As of this date, the Company is
continuing its due diligence review of the business of Premier Banking and
awaiting an audit of the financial statements of Premier Baking, which is
expected to be completed by mid-March 2001. Pending the completion of this
audit, the Company has not closed this transaction.
On November 1, 2000, the Company announced that it had entered into a Letter of
Intent to acquire stock of Coastal Mountain Water, Inc. As of this date, the
Company has not completed its due diligence of Coastal Mountain Water, Inc. The
Company expects to enter into a definitive agreement to acquire such stock in
the near future, if the Company can acquire the capital resources to complete
this transaction.
On November 7, 2000, the Company announced that it had entered into a joint
venture agreement with MP Digital with respect to the production of the National
Collegiate Tennis Classic Tournament in The Woodlands, Texas on January 14,
2001. Due to time constraints, the Company did not proceed with the joint
venture.
On November 29, 2000, the Company announced that Premier Baking, as a subsidiary
of the Company had entered into a production agreement with SuperBakeries, Inc.
While the agreement between Premier Baking and SuperBakeries, Inc. remains
pending, Premier Baking was not, at that time, and is not now, a subsidiary of
the Company. It is the intent of the Company to acquire Premier Baking in the
near future, pending adequate financial resources of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the fiscal quarter ended
November 30, 2000.
8
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Received by Edgar Online: Jan. 22, 2001
CIK Code: 0000832517
SEC Accession Number: 0001092388-01-500121 |
