U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED APRIL 30, 1999

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF           TO          .
                                                       ---------    ---------
     Commission File Number:  0-24211

                       National Venture Capital Fund, Inc.
       -------------------------------------------------------------------
      (Exact Name of Small Business Registrant as specified in its charter)


              Colorado                                    84-1432661
      ------------------------------                   ------------------
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                   Identification No.)


                 1977 S. Vivian Street, Lakewood, Colorado 80228
                 -----------------------------------------------
                    (Address of principal executive offices)


     Registrant's telephone number:   303-763-5630
     Securities registered under Section 12(b) of the Act:   None

              Securities registered under Section 12(g) of the Act:

                    Common Stock, $0.0001 per share Par Value
                    -----------------------------------------
                                (Title of Class)

Check  whether  the  Registrant  (1) 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 [x]           No [  ]

Check here if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will 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-KSB. [ ]

Registrant's revenues for its most recent fiscal year:  $-0-.

The  aggregate  market  value  of the  voting  stock of the  Registrant  held by
non-affiliates  as of July 1,  1999  was not  able to be  determined  since  the
Registrant's stock has not ever traded.

The number of shares  outstanding of the  Registrant's  common stock,  as of the
last practicable date, July 1, 1999, was 20,101,000.



<PAGE>

                       National Venture Capital Fund, Inc.
                                   FORM 10-KSB

                                     PART I

Item 1.   Description of Business

General Development of Business.

National  Venture  Capital Fund, Inc. (the "Company" or the  "Registrant")  is a
Colorado  corporation.  The principal business address is 1977 S. Vivian Street,
Lakewood, Colorado 80228.

The Company was incorporated under the laws of the State of Colorado on June 12,
1997.  Since  inception,  the primary  activity of the Company has been directed
towards  organizational  efforts.  During this fiscal year, the Company plans to
implement a program to identify potential acquisition candidates.

As of the date hereof,  the Company has not engaged in any  preliminary  efforts
intended to identify possible  business  opportunities and has neither conducted
negotiations  nor  entered  into a letter  of  intent  concerning  any  business
opportunity.  The Company is a shell  corporation  whose principal purpose is to
locate and consummate a merger or acquisition with a private entity.

The  Company has not been  subject to any  bankruptcy,  receivership  or similar
proceeding.

Narrative Description of the Business.

From  inception to the date hereof,  the Company has had no  activities.  During
this period, the Company has carried no inventories or accounts  receivable.  No
independent  market surveys have ever been conducted to determine demand for the
Company's products and services, since the Company has never had any products or
services  which it has provided to anyone.  During this period,  the Company has
carried on no operations  and generated no revenues.  The Company's  fiscal year
end is April 30th.

The Company  presently  comprises one corporation with no subsidiaries or parent
entities and is in the developmental stage.

The  Company  proposes  to  implement  a business  plan to  investigate  and, if
warranted,  merge  with or  acquire  the  assets  or  common  stock of an entity
actively  engaged in business which  generates  revenues.  The Company will seek
opportunities for long-term growth potential as opposed to short-term earnings.

As of  the  date  hereof,  the  Company  has  no  business  opportunities  under
investigation.   None  of  the  Company's  officers,  directors,   promoters  or
affiliates  have  engaged in any  preliminary  contact or  discussions  with any
representative  of any other company regarding the possibility of an acquisition
or merger  between  the  Company and such other  company.  Further,  there is no

                                       -2-

<PAGE>


present  potential  that the  Company  may  acquire or merge with a business  or
company in which the  Company's  promoters,  management  or their  affiliates or
associates directly or indirectly have an ownership interest.

The Company's Board of Directors  intends to provide the Company's  shareholders
with  complete  disclosure  documentation  in  the  form  of a  proxy  statement
concerning any potential business  opportunity and the structure of the proposed
business  combination  prior to its  consummation.  While  such  disclosure  may
include  audited  financial  statements  of such a  target  entity,  there is no
assurance that such audited financial statements will be available. The Board of
Directors  does  intend  to obtain  certain  assurances  of value of the  target
entity's  assets  prior  to  consummating  such  a  transaction,   with  further
assurances  that an audited  statement would be provided within sixty days after
closing of such a transaction.  Closing documents  relative thereto will include
representations  that the  value  of the  assets  conveyed  to or  otherwise  so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

As a result of its filing of a Form  10-SB,  the Company  became  subject to the
reporting  obligations  under the Exchange Act. These include this annual report
under  cover  of Form  10-KSB,  with  audited  financial  statements,  unaudited
quarterly  reports,  and  proxy  statements  in  regard  to  annual  shareholder
meetings.  Any potential  acquisition or merger  candidates  will be required to
meet these same  requirements,  including  the  necessity  of audited  financial
statements.  Such  requirements may have the effect of restricting the potential
pool of candidates for merger or acquisition.  The Company will voluntarily file
periodic  reports  in the event  that its  obligation  to file such  reports  is
suspended under the Exchange Act.

The  Registrant  has no full-time  employees.  The  Registrant's  President  and
Secretary-Treasurer  have  agreed to  allocate  a portion  of their  time to the
activities of the Registrant,  without  compensation.  These officers anticipate
that the business plan of the Company can be implemented  by their  collectively
devoting  approximately  twenty hours per month to the  business  affairs of the
Company and,  consequently,  conflicts of interest may arise with respect to the
limited time commitment of such officers.

Some of the Company's  officers and directors are presently involved and plan to
be involved  with other "blank  check"  companies  and, as a result,  additional
potential  conflicts of interest may arise. If such a conflict does arise in the
future and an officer or  director  of the Company is  presented  with  business
opportunities  under  circumstances  where  there may be doubt as to whether the
opportunity  should belong to the Company or another  "blank check" company with
which they are  affiliated,  they will disclose the opportunity to the Boards of
Directors of all such  companies.  If a situation  arises in which more than one
company desires to merge with or acquire that target company, and the principals
of the proposed target company have no preference as to which company will merge
with  or  acquire  such  target  company,   the  company  which  first  filed  a
Registration  Statement with the U.S. Securities and Exchange Commission will be
entitled to proceed with the proposed transaction.

The  primary  attraction  of  the  Registrant  as a  merger  partner  or  as  an
acquisition  vehicle  will be its  status  as a  public  company.  Any  business
combination  or  transaction  will likely  result in a  significant  issuance of
shares and substantial dilution to present shareholders of the Registrant.

                                       -3-

<PAGE>


As  part  of the  Company's  investigation  of any  potential  acquisition,  the
officers and  directors  of the Company  will  initially  meet  personally  with
management  and key personnel,  visit and inspect  material  facilities,  obtain
independent  analysis or verification  of certain  information  provided,  check
references   of  management   and  key  personnel  and  take  other   reasonable
investigative  measures  to  the  extent  of  the  Company's  limited  financial
resources.  Management  of the Company  will utilize the services of its present
attorney and accountants in the investigation of prospective acquisitions.

The Company has no present  plans to hire a consultant to aid the Company in any
acquisition or merger. However, if the Company deems it necessary because of the
necessity  for  specific  expertise  regarding  a  particular   acquisition,   a
consultant  with such  expertise  regarding the  particular  acquisition  may be
hired. Such consultant would only be utilized for a particular  circumstance and
not on a general basis.

The  Articles  of  Incorporation  of the  Company  provide  that the Company may
indemnify  officers and/or directors of the Company for  liabilities,  which can
include liabilities arising under the securities laws. Therefore,  the assets of
the Company could be used or attached to satisfy any liabilities subject to such
indemnification.

General Business Plan.

The  Company's  purpose  is to  seek,  investigate  and,  if such  investigation
warrants, to acquire controlling interest in business opportunities presented to
it by persons or firms who or which desire to seek the  perceived  advantages of
an Exchange Act registered corporation. The Company will not restrict its search
to any specific business,  industry, or geographical  location.  The Company may
participate in a business venture of virtually any kind or nature.

The Company will solicit  prospective  acquisitions based upon informal contacts
or relationships  which management has or will develop in the future.  There are
no plans to advertise for  acquisitions  or to hire third party  consultants  to
facilitate acquisitions.  The Company has no way of knowing how many individuals
will be contacted before a potential  acquisition may be finalized.  The Company
has no  plans  to do any  acquisition  with  any  associates  or  affiliates  of
management, or with management itself.

The  Company  may seek a business  opportunity  in the form of firms  which have
recently  commenced  operations,  are developing  companies in need of expansion
into new products or markets, are seeking to develop a new product or service or
are  established,  mature  businesses.  The Company may also offer a controlling
interest to such business opportunity, if the situation warrants.

In seeking business  opportunities,  the management decision of the Company will
be based upon the objective of seeking  long-term  appreciation  in the value of
the Company. Current income will only be a minor factor in such decisions.

It is not anticipated  that the Company will be able to participate in more than
one business opportunity. However, Management may, in its sole discretion, elect
to enter into more than one acquisition if it believes these transactions can be

                                       -4-

<PAGE>


effectuated on terms favorable to the Company. This lack of diversification will
not permit the Company to offset potential losses from one business  opportunity
against  profits from another and should be  considered  a  substantial  risk to
shareholders of the Company.

The analysis of new business  opportunities  will be  undertaken by or under the
supervision  of the officers and directors.  The Company will have  unrestricted
flexibility in seeking,  analyzing and participating in business  opportunities.
In its efforts, the Company will consider the following, among other, factors:

(a)  potential for growth,  as indicated by new technology,  anticipated  market
     expansion or new products;

(b)  competitive position compared to other firms of similar size and experience
     within the industry segment, as well as within the industry as a whole;

(c)  strength and  diversity  of  management,  either in place or scheduled  for
     recruitment;

(d)  capital  requirements and anticipated  availability of required funds to be
     provided  by the  target  company  from  operations,  through  the  sale of
     additional   securities,   the  formation  of  joint  ventures  or  similar
     arrangements, or from other sources;

(e)  the cost of  participation  by the  Company as  compared  to the  perceived
     tangible and intangible values and potential;

(f)  the extent to which the business opportunity can be advanced;

(g)  the  accessibility  of  required  management  expertise,   personnel,   raw
     materials, services, professional assistance and other required items; and

(h)  such  other  relevant  factors  as may arise  from time to time,  including
     investor and market maker, if any, interest.

In  applying  the  foregoing  criteria,  no one of  which  is  now  known  to be
controlling,  Management will attempt to analyze all relevant factors and make a
determination based upon reasonable  investigative  measures and available data.
Potentially  available  business  opportunities  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.  Because of the Company's lack of capital,  the
Company  may not  discover  or  adequately  evaluate  adverse  facts  about  the
opportunity to be acquired.

The  Company  is  unable  to  predict  when  it may  participate  in a  business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business  opportunity  may take a substantial  amount of time
and may not occur during the next 12 months.


                                       -5-

<PAGE>


Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials  regarding the
business opportunity and containing such items as: (i) a description of product,
service  and  company  history;   (ii)  management   resumes;   (iii)  financial
information  (including   projections  and  audited  financial  statements,   if
available);  (iv) available projections with related assumptions upon which they
are based;  (v) an  explanation  of  proprietary  products  and  services;  (vi)
evidence of existing  patents,  trademarks or service  marks or rights  thereto;
(vii)  present  and  proposed  forms of  compensation  to  management;  (viii) a
description  of  transactions  between  the  target  and its  affiliates  during
relevant periods; (ix) a description of present and required facilities;  (x) an
analysis of risks and competitive conditions; (xi) a financial plan of operation
and estimated capital requirements;  and (xii) other information deemed relevant
under the  circumstances,  including  investor and market makers, but only after
the release of public information on the target.

As part  of the  Company's  investigation,  officers  and  directors  will  meet
personally  with  management  and key  personnel,  visit  and  inspect  material
facilities,  obtain independent  analysis or verification of certain information
provided,  check  references  of  management  and key  personnel  and take other
reasonable  investigative  measures  to  the  extent  of the  Company's  limited
financial resources.

The Company anticipates that the selection of a business opportunity in which to
participate  will be complex and extremely  risky.  Because of general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  Management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
Potentially  available  business  opportunities  may  occur  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult and complex.  The Company has no present plans to raise any
necessary  capital through private  placements or public  offerings prior to the
location of an acquisition or merger candidate.

Markets.

The Company's  initial  marketing plan will be focused  completely on finding an
acquisition  candidate as discussed above. No efforts toward this marketing plan
have been made as of the date of this report.

Raw Materials.

The use of raw materials is not a material factor in the Company's operations.

Customers and Competition.

At the present time, the Company is expected to be an insignificant  participant
among the firms which engage in the acquisition of business opportunities. There
are a number of  established  companies,  such as venture  capital and financial

                                       -6-

<PAGE>


concerns,  many of which are  larger  and better  capitalized  than the  Company
and/or have greater personnel resources and technical expertise.  In view of the
Company's combined extremely limited financial  resources and limited management
availability,  the  Company  will  continue to be at a  significant  competitive
disadvantage compared to the Company's competitors.

Backlog.

At April 30, 1999, the Company had no backlogs.

Employees.

At as of this report, the Company has no employees. The Company does not plan to
hire employees in the near future.

Proprietary Information.

The Company has no proprietary information.

Government Regulation.

The Company is not subject to any material governmental regulation or approvals.

Research and Development.

The Company has never spent any amount in research and development activities.

Environmental Compliance.

The Company is not subject to any costs for  compliance  with any  environmental
laws.

Item 2.   Description of Property

See discussion  above under  "Description  of Business - General  Development of
Business."

Item 3.   Legal Proceedings

No legal  proceedings of a material  nature to which the Company is a party were
pending  during  the  reporting  period,  and  the  Company  knows  of no  legal
proceedings  of a material  nature  pending or threatened  or judgments  entered
against any director or officer of the Company in his capacity as such.


                                       -7-

<PAGE>


Item 4.   Submission of Matters to a Vote of Security Holders

The  Company  did not submit any matter to a vote of  security  holders  through
solicitation  of proxies or  otherwise  during the fiscal  year  covered by this
report.

                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

Principal Market or Markets. The Company's securities have never been listed for
trading on any market and are not quoted at the  present  time.  At the  present
time,  the Company  does not know where  secondary  trading will  eventually  be
conducted. The place of trading, to a large extent, will depend upon the size of
the Company's eventual acquisition. To the extent, however, that trading will be
conducted in the  over-the-counter  market in the so-called "pink sheets" or the
NASD's "Electronic  Bulletin Board," a shareholder may find it more difficult to
dispose  of  or  obtain  accurate  quotations  as  to  price  of  the  Company's
securities.  In addition,  The Securities Enforcement and Penny Stock Reform Act
of 1990 requires additional disclosure related to the market for penny stock and
for trades in any stock defined as a penny stock.

Holders. As of the date hereof, a total of 20,101,000 of shares of the Company's
Common  Stock  were  outstanding  and the  number  of  holders  of record of the
Company's common stock at that date was forty.

Dividends. Holders of common stock are entitled to receive such dividends as may
be declared by the  Company's  Board of  Directors.  No  dividends on the common
stock were paid by the Company during the periods  reported  herein nor does the
Company anticipate paying dividends in the foreseeable future

The Securities Enforcement and Penny Stock Reform Act of 1990.

The  Securities  Enforcement  and  Penny  Stock  Reform  Act  of  1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock  defined as a penny  stock.  Unless the  Company can
acquire  substantial  assets and trade at over $5.00 per share on the bid, it is
more likely  than not that the  Company's  securities,  for some period of time,
would be defined under that Act as a "penny stock." As a result, those who trade
in the Company's  securities may be required to provide  additional  information
related  to their  fitness to trade the  Company's  shares.  These  requirements
present a substantial  burden on any person or brokerage firm who plans to trade
the  Company's  securities  and would  thereby make it unlikely  that any liquid
trading  market  would  ever  result  in  the  Company's  securities  while  the
provisions of this Act might be applicable to those securities.

Blue Sky Compliance.

The trading of blank check  companies may be restricted by the  securities  laws
("Blue Sky" laws) of the individual states. Management is aware that a number of
states  currently  prohibit the  unrestricted  trading of blank check  companies
absent  the  availability  of  exemptions,  which are in the  discretion  of the
states' securities administrators.  The effect of these states' laws would be to
limit the  trading  market,  if any,  for the shares of the  Company and to make
resale of shares acquired by investors more difficult.

                                       -8-

<PAGE>



The impact of these Blue Sky laws is  considered to be minimal since the Company
does not intend to qualify the Company's  outstanding  securities  for secondary
trading  in any state  until  such  time as an  acquisition  or merger  has been
consummated.

Investment Company Act of 1940.

The Company does not intend to engage in any activities  which would cause it to
be classified as an "investment  company"  under the  Investment  Company Act of
1940, as amended.  However,  to the extent that the Company would  inadvertently
become an investment  company  because of its  activities,  the Company would be
subjected to additional, costly and restrictive regulation.

Item 6.   Management's Discussion and Analysis or Plan of Operation

Results of Operations.

The Company has generated no revenues from its operations since inception. Since
the  Company  has not  generated  revenues  and has never  been in a  profitable
position, it operates with minimal overhead. The Company's primary activity will
be to seek an acquisition candidate.  As of the end of the reporting period, the
Company  has  concluded  no  acquisitions  and  has  spoken  with  no  potential
candidates.  The attempt to seek an acquisition  candidate or candidates will be
the primary focus of the Company's activities in the coming fiscal year.

Liquidity and Capital Resources.

As of the end of the  reporting  period,  the  Company  had cash of  $12,842,  a
decrease of $17,158  from April 30,  1998.  The  Company had working  capital of
$12,244 at April 30, 1999.

Management  feels that the Company has inadequate  working capital to pursue any
business opportunities other than seeking an acquisition candidate.  The Company
will  have  minimal  capital  requirements  prior  to  the  consummation  of any
acquisition but can pursue an acquisition candidate.  Until a suitable candidate
is identified,  Howard C. Cadwell and Laurie L. Quam will personally provide the
necessary  funds for the  operation  of the  Company,  which are  expected to be
minimal.  There are no plans to reimburse either Mr. Cadwell or Ms. Quam for any
advances.  The  Company  does not  intend to pay  dividends  in the  foreseeable
future.

Item 7.   Financial Statements

The complete financial statements are included at Item 13 herein.


                                       -9-

<PAGE>

Item 8.   Disagreements with Accountants on Accounting on Accounting and
          Financial Disclosure


The  Company  did  not  have  any  disagreements  on  accounting  and  financial
disclosures with its present accounting firm during the reporting period.

                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act

The Directors and  Executive  Officers of the Company,  their ages and positions
held in the Company as of April 30, 1999 are as follows:


   Name, Age and
Municipality Residence        Office                        Principal Occupation
----------------------        ------                        --------------------

Howard C. Cadwell             President and Director        Restaurant owner
Lakewood, Colorado            since inception
Age:  57


Laurie L. Quam                Secretary, Treasurer and      Publishing
Lakewood, Colorado            Director since inception
Age:  38

The  Company's  Directors  will  serve in such  capacity  until the next  annual
meeting of the  Company's  shareholders  and until  their  successors  have been
elected and  qualified.  The officers  serve at the  discretion of the Company's
Directors.  There are no family  relationships  among the Company's officers and
directors,  nor are there any arrangements or understandings  between any of the
directors or officers of the Company or any other  person  pursuant to which any
officer or director was or is to be selected as an officer or director.

HOWARD C.  CADWELL.  Mr.  Cadwell has been the  President  and a Director of the
Company  since  inception  in  1997.  He is the  founder  and  owner of Big City
Burrito,  a Mexican restaurant in Fort Collins,  Colorado.  He has been involved
with the Mexican  restaurant from 1994 to the present.  From 1982 until 1993, he
was the owner of Pottery World, a retail pottery store in San Jose,  California.
Mr.  Cadwell  attended  the  University  of Wyoming  and  majored in  Electrical
Engineering.

LAURIE L. QUAM.  Ms.  Quam has been  Secretary-Treasurer  and a Director  of the
Company since inception in 1997. She is also the Secretary and a Director of New
World Publishing,  Inc., a public company.  From 1990 to 1994, she was the owner
of Budget Framer, a private business.  She attended Miami Dade Community College
in Miami, Florida.


                                      -10-

<PAGE>


Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16 (a) of the  Securities  Exchange Act of 1934 (the "34 Act")  requires
the Company's officers and directors and persons owning more than ten percent of
the Company's  Common Stock, to file initial reports of ownership and changes in
ownership  with the Securities and Exchange  Commission  ("SEC").  Additionally,
Item 405 of Regulation  S-B under the 34 Act requires the Company to identify in
its Form 10-KSB and proxy statement those  individuals for whom one of the above
referenced reports was not filed on a timely basis during the most recent fiscal
year or prior  fiscal  years.  Given  these  requirements,  the  Company has the
following  report to make under this section.  None of the Officers or Directors
of the  Company  made  timely  filings of their Forms 3 and 5 in the last fiscal
year.

Item 10.  Executive Compensation

None of the Company's  officers and/or  directors  receive any  compensation for
their respective  services rendered to the Company,  nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of  Directors,  which is not expected to occur until the
Company  has  generated  revenues  from  operations.  Any  compensation  will be
dependent  upon a combination  of factors,  including  the  percentage of time a
person  devotes  to the  business  of the  Company,  experience,  ability of the
Company to pay, and other items. The Company has no retirement,  pension, profit
sharing, stock option, insurance or other similar programs.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following  sets forth the number of shares of the  Registrant's  $0.0001 par
value  common stock  beneficially  owned by (i) each person who, as of March 31,
1999, was known by the Company to own  beneficially  more than five percent (5%)
of its common stock;  (ii) the individual  Directors of the Registrant and (iii)
the Officers and Directors of the Registrant as a group.

Name of
Beneficial Owner/                      Shares                      Percent
Officer or Director/                Beneficially                     Of
Identity of Group                      Owned                        Class
-------------------                 ------------                   -------

Howard C. Cadwell                    8,002,000(1)                   39.8%
President and Director

Laurie L. Quam                       8,000,000                      39.8%
Secretary, Treasurer and
Director

All Officers and Directors          16,002,000(1)                   79.6%
as a Group
(two persons)
-------------------

(1)  Includes 1,000 shares owned by Laurie Q. Cadwell, wife of Howard C. Cadwell

                                      -11-

<PAGE>


All of the shareholders of the Company have signed lock up agreements which will
prevent all of the common shares from being sold or  transferred,  either in the
open market or in a private  transaction,  until the Company has  consummated  a
merger or acquisition and is no longer  classified as a shell  corporation under
applicable  federal or state  law.  The share  certificates  will be held by the
Company's  counsel until such merger or acquisition  has been  consummated.  Any
liquidation of the current shareholders after the release of the shares from the
lock up may have a depressive  effect upon the trading  prices of the  Company's
securities in any future market which may develop.

Item 12.  Certain Relationships and Related Transactions

During the fiscal year ended April 30, 1999 the  Company's  business  office was
located at 1977 S. Vivian Street,  Lakewood,  Colorado 80228. The Company paid a
nominal  amount for rent for this office space,  which is occupied by Ms. Laurie
L. Quam,  plus paid certain costs for business  services such as a phone and fax
machine.

Item 13.  Exhibits and Reports on Form 8-K

(a)  The following is filed as part of this report:

          (1)  FINANCIAL  STATEMENTS  - April 30, 1999 and the fiscal year ended
April 30, 1999 and 1998.

          (2)  SCHEDULES  -  Schedules  are  omitted as the  information  is not
required  or not  applicable,  or  the  required  information  is  shown  in the
financial statements or notes thereto.

          (3) EXHIBITS - The following exhibits are filed as part of this Annual
Report:

          Exhibit No.  Description
          ----------   -----------
             3.1       Articles of Incorporation, as Amended (1)
             3.2       Bylaws (1)
             10.1      Form of Subscription Agreement with Lock Up Provisions(1)
          ---------------------
          (1)  Previously filed.

(b)  Reports on Form 8-K.  The  Company  filed no reports on Form 8-K during the
fourth quarter of the fiscal year ended April 30, 1999.







                                      -12-

<PAGE>


                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
National  Venture Capital Fund, Inc. has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                   NATIONAL VENTURE CAPITAL FUND, INC.


Dated:  July 9, 1999               By:  /s/ Howard C. Cadwell
                                       -----------------------------------------
                                       Howard C. Cadwell, President and Director


Dated:  July 9, 1999               By:  /s/ Laurie L. Quam
                                       -----------------------------------------
                                       Laurie L. Quam, Chief Financial Officer,
                                       Secretary, Treasurer and Director










                                      -13-

<PAGE>









                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)






                                  AUDIT REPORT

                    For Year Ended April 30, 1999 and For the
                      Period From June 12, 1997 (Inception)
                             Through April 30, 1998


















                            Janet Loss, C.P.A., P.C.
                           Certified Public Accountant
                       3525 South Tamarac Drive, Suite 120
                             Denver, Colorado 80237
                                 (303) 220-0227




<PAGE>





                          INDEX TO FINANCIAL STATEMENTS

                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)



                                TABLE OF CONTENTS



ITEM                                                                        PAGE

Independent Auditor's Report................................................ F-1


Balance Sheets.............................................................. F-2


Statements of Operations ................................................... F-3


Statements of Stockholders' Equity (Deficit)................................ F-4


Statements of Cash Flows.................................................... F-5


Notes to Financial Statements............................................... F-6








                            Janet Loss, C.P.A., P.C.
                           Certified Public Accountant
                       3525 South Tamarac Drive, Suite 120
                             Denver, Colorado 80237
                                 (303) 220-0227

<PAGE>








Board of Directors
National Venture Capital Fund, Inc.
(A Development Stage Company)
2121 South Oneida Street
Suite 332
Denver, Colorado 80224


I have audited the accompanying  Balance Sheet of National Venture Capital Fund,
Inc.  (A  Development  Stage  Company)  as of April 30,  1999 and 1998,  and the
related  Statements of Operations,  Stockholders'  Equity and Cash Flows for the
year ended  April 30,  1999 and for the period  from June 12,  1997  (Inception)
through April 30, 1998. 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.
These 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 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 National Venture Capital Fund, Inc.
(A Development  Stage Company) as of April 30, 1999 and 1998, and the results of
its operations and their cash flow for the year ended April 30, 1999 and for the
period from June 12, 1997 (Inception) through April 30, 1998.


/s/ Janet Loss, C.P.A., P.C.
Janet Loss, C.P.A., P.C.



June 3, 1999



                                       F-1

<PAGE>



                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS
                             April 30, 1999 and 1998

ASSETS
                                                            1999         1998
                                                            ----         ----
CURRENT ASSETS:
     Cash in checking ..............................     $ 12,842      $ 30,000
     Prepaid Rent ..................................          540             0
                                                         --------      --------

     Total Current Assets ..........................       13,382        30,000
                                                         --------      --------

OTHER ASSETS:
     Organization Costs, net of amortization .......          317           417
                                                         --------      --------

TOTAL ASSETS .......................................     $ 13,699      $ 30,417
                                                         ========      ========


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts Payable ..............................     $  1,138      $      0
                                                         --------      --------

STOCKHOLDERS' EQUITY:
  Preferred stock, 10,000,000
  Shares authorized $.0001
  Par value per share,
  None issued
  Common stock, 100,000,000
  Shares authorized $.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) .....................................      (19,939)       (2,083)
                                                         --------      --------
         Total Stockholders' Equity ................       12,561        30,417
                                                         --------      --------

         Total Liabilities and
         Stockholders' Equity ......................     $ 13,699      $ 30,417
                                                         ========      ========

The accompanying notes are an integral part of the financial statements.


                                       F-2

<PAGE>


                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

                    For the Year Ended April 30, 1999 and For
                    the Period from June 12, 1997 (Inception)
                             Through April 30, 1998


                                                      April 30,       April 30,
                                                        1999             1998
                                                      --------        ---------

REVENUES: ....................................      $        0       $        0
                                                    ----------       ----------

OPERATING EXPENSES:
     Accounting and legal fees ...............      $    8,600                0
     Advertising .............................             547                0
     Amortization ............................             100               83
     Consulting Services .....................           1,000            2,000
     Entertainment ...........................           1,248                0
     Filing and Transfer fees ................           1,310                0
     Office Expenses .........................           1,701                0
     Postage .................................           1,002                0
     Rent Expense ............................             540                0
     Telephone Expenses ......................           1,808                0
                                                    ----------       ----------

     TOTAL OPERATING EXPENSES ................          17,856            2,083
                                                    ----------       ----------

     NET (LOSS) ..............................      $  (17,856)      $   (2,083)
                                                    ==========       ==========

     NET (LOSS)
     PER COMMON SHARE ........................             N/A              N/A
                                                    ==========       ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING ........................      20,101,000       20,101,000
                                                    ==========       ==========




The accompanying notes are an integral part of the financial statements.




                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                                        NATIONAL VENTURE CAPITAL FUND, INC.
                                           (A Development Stage Company)

                                     For the Year Ended April 30, 1999 and for
                                 The period from June 12, 1997 (Inception) through
                                                  April 30, 1998

                                   STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                                    Accumulated
                                         Common                                                       (Deficit)
                                          Stock                                   Additional         During the
                                        Number of          Common Stock            Paid-In           Development      Stockholders'
                                         Shares               Amount               Capital              Stage            Equity
                                        ---------          ------------           ----------        ------------      -------------
<S>                                     <C>              <C>                 <C>                 <C>                  <C>
June 12, 1997
Shares issued for
services .....................          20,001,000       $       2,000       $         500       $           0        $       2,500

April 30, 1998
100,000,000
shares issued for
cash .........................             100,000                  10              29,990                   0               30,000

Net (Loss) for
period from
June 12, 1997
(Inception)
through
April 30, 1998 ...............                   0                   0                   0              (2,083)              (2,083)


Balance,
April 30, 1998 ...............          20,101,000               2,010              30,490       $      (2,083)              30,417

Net (Loss) for
the year ended
April 30, 1999 ...............                                                                         (17,856)             (17,856)
                                     -------------       -------------       -------------       -------------        -------------

Balance,
April 30, 1999 ...............          20,101,000       $       2,010       $      30,490       $     (19,939)       $      12,561
                                     =============       =============       =============       =============        =============
</TABLE>



The accompanying notes are an integral part of the financial statements.


                                       F-4

<PAGE>


                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

                  For the Year Ended April 30, 1999 and for the
                      Period From June 12, 1997 (Inception)
                             through April 30, 1998

                                                          April 30,    April 30,
                                                            1999         1998
                                                          ---------    ---------
CASH FLOWS FROM OPERATING
ACTIVITIES:

     Net (Loss) ....................................     $(17,856)     $ (2,083)
     Adjustments to Reconcile
     Net (Loss) to Cash Flow From
     Operating Activities:
         Amortization ..............................          100            83
         Increase in Prepaid Rent ..................         (540)            0
         Increase in Accounts Payable ..............         1138             0
         Stock issued for services .................            0         2,000
         Stock issued for organization costs .......            0           500
                                                         --------      --------

NET CASH PROVIDED BY
FINANCING ACTIVITIES ...............................      (17,158)          500

CASH FLOWS FROM
INVESTING ACTIVITIES:

     Organization Costs ............................            0          (500)

CASH FLOWS FROM FINANCING
ACTIVITIES:

     Proceeds from issuance
     of Capital stock ..............................            0        30,000
                                                         --------      --------

CASH, BEGINNING OF PERIOD ..........................       30,000             0
                                                         --------      --------

CASH, END OF PERIOD ................................     $ 12,842      $ 30,000
                                                         ========      ========


The accompanying notes are an integral part of the financial statements.


                                       F-5

<PAGE>

                       NATIONAL VENTURE CAPITAL FUND, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - 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 business acquisitions or mergers.

     Accounting Method

     The company records 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 of common shares outstanding.



NOTE II - RELATED PARTY TRANSACTIONS

The Company  maintains its principal  place of business in space  provided by an
officer of the Company  pursuant to an oral  agreement for a nominal amount with
reimbursement for out of pocket expenses, such as telephone.









                                       F-6