-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DIGewcgglilNMIwwIzz1mXsTNPtU3myd114nv3Ueeq6+IEIYW3rTp6yPPnx2p5wo jIU6eBwXSLPGKEIGISj+yg== 0000826683-98-000001.txt : 19980420 0000826683-98-000001.hdr.sgml : 19980420 ACCESSION NUMBER: 0000826683-98-000001 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980430 FILED AS OF DATE: 19980417 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: VENTURE WORLD LTD /DE/ CENTRAL INDEX KEY: 0000826683 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 112936371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: SEC FILE NUMBER: 033-19139-NY FILM NUMBER: 98596799 BUSINESS ADDRESS: STREET 1: 136 E. NINTH ST STREET 2: C/O ALAN WEISBERGER, PRES CITY: LAKEWOOD STATE: NJ ZIP: 08701 BUSINESS PHONE: 2013671620 MAIL ADDRESS: STREET 1: 136 E. NINTH ST STREET 2: SUITE 700 CITY: LAKEWOOD STATE: NJ ZIP: 08701 FORMER COMPANY: FORMER CONFORMED NAME: VENTURE WORLD INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WORLD VENTURES LTD DATE OF NAME CHANGE: 19880929 DEF 14C 1 SEC File Number 33-19139-NY PRELIMINARY COPY VENTURE WORLD, LTD. 8 East Broadway, Suite 735 Salt Lake City, Utah 84111 INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C PROMULGATED THERETO NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS NO PROXIES ARE BEING SOLICITED AND YOU ARE NOT REQUESTED TO SEND THE COMPANY A PROXY. Purpose of Information This Information Statement, which is being mailed on or about April 30, 1998, to the holders of shares of the Common Stock, par value $.0001 per share (the "Common Stock"), of Venture World, Ltd., a Delaware Corporation (the "Company"), is being furnished in connection with the calling of a special meeting of the shareholders for the purpose of authorizing a reverse split of the Company's common stock and a change of the Company's name. Because shareholders holding a majority of the shares are in favor of the following action, proxies are not being solicited in this matter. DATE, TIME AND PLACE OF MEETING. A special meeting of the shareholders of the Company will be held May 11, 1998 at 8:30 a.m. at the law office of Nathan W. Drage, which is located at 4505 South Wasatch Blvd., Suite 330, Salt Lake City, Utah 84124, and the phone number at that address is (801)274-8600 . NO DISSENTER'S RIGHTS OF APPRAISAL. The Company's shareholders do not have dissenter's rights of appraisal in connection with any of the matters to be voted on by the shareholders at the special meeting. Voting Securities and Principal Holders Thereof; Interest of Certain Person in Matters to be Acted Upon 1. SHARE INFORMATION. As of the record date, April 8, 1998, there were approximately 50,000,000 shares of stock that the shareholders will be entitled to vote on. Each outstanding share of Common Stock is entitled to one vote. The following table sets forth certain information with respect to persons known to the Company to own beneficially more than five percent (5%) of the Company's voting securities, as of the record date, and persons who have served and/or are still serving as directors of the Company since the beginning of the last fiscal year, and the directors and officers of the Company as a group. Amount and Position Nature of Percent Title of Name and Address of with Beneficial of Class Beneficial Owner Company Ownership Class Common Exchange Place Capital Partners n/a 28,550,000 57.1 10 Exchange Place Suite 309 Salt Lake City, Utah 84111 Common Michael Labertew (1) Dir. & Pres. 0 0 8 East Broadway, Suite 735 Salt Lake City, Utah 84111 Lisa Valario Dir. & Sec./Tres. 0 0 8 East Broadway, Suite 735 Salt Lake City, Utah 84111 Management as a group (two) 0 0 2. CHANGES IN CONTROL. The Company is currently seeking business opportunities to acquire or merge with. The Company has investigated several opportunities, but has not entered into a definitive agreement to date. Changes in the composition of the Board of Directors, as well as changes in controlling ownership of the Company's voting stock, could be possible in the near future as the Company seeks business venture acquisitions or mergers. MATTERS TO BE VOTED ON 1. REVERSE SPLIT. As of the Record Date, the Company's stock is showing no bid and no ask price. Based upon current market conditions and NASDAQ listing requirements, and brokerage firm interest in low priced securities, management has determined that it is in the Company's best interest to effectuate a reverse split, which is to be authorized by the shareholders. The Board is seeking authority to effectuate a 250 to 1 reverse split. Fractional shares will be rounded up to the nearest full share. As existing stock certificates are sent in for transfer they will be replaced with new certificates reflecting the reverse split. 2. CHANGE IN THE NAME OF THE COMPANY. The shareholders will vote to give the Board of Directors authority to change the name of the Company to a name to be selected at a later date. VOTE REQUIRED FOR APPROVAL Approval of the proposed above action requires a majority vote of the shareholders of shares as of the Record Date. Because shareholders holding a majority of the shares are in favor of the proposed actions, proxies are not being solicited in this matter. -----END PRIVACY-ENHANCED MESSAGE-----