<PAGE>

                UNITED STATES SECURITIES AND 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  June 30, 1999
                                     -------------

                                       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 number 000-24029

                        UNITED VENTURE CAPITAL FUND, INC.
    ---------------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)


               COLORADO                                     84-1454125
    --------------------------------                   -------------------
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                     Identification No.)


      5619 DTC PARKWAY, 11TH FLOOR
        ENGLEWOOD, COLORADO                                 80111
    ---------------------------------------------------------------------
    (Address of principal executive offices)              (Zip Code)

                                 (303) 267-0038
    ---------------------------------------------------------------------
                (Issuer's telephone number, including area code)

                                 Not applicable
    ---------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed
                             since last report)

         Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act during the past 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
                 -----   -----

         State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

             Class                   Shares Outstanding as of August 9, 1999
  --------------------------------------------------------------------------
  Common Stock, $0.0001 par value                 12,568,075

<PAGE>

                CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

         This Quarterly Report on Form 10-QSB and the information
incorporated by reference may include "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. In particular, your attention is directed to Part I, Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operation. We intend the disclosure in these sections and throughout the
Quarterly Report on Form 10-QSB to be covered by the safe harbor provisions
for forward-looking statements. All statements regarding our expected
financial position and operating results, our business strategy, our
financing plans and the outcome of any contingencies are forward-looking
statements. These statements can sometimes be identified by our use of
forward-looking words such as "may," "believe," "plan," "will," "anticipate,"
"estimate," "expect," "intend" and other phrases of similar meaning. Known
and unknown risks, uncertainties and other factors could cause the actual
results to differ materially from those contemplated by the statements. The
forward-looking information is based on various factors and was derived using
numerous assumptions. Although we believe that the expectations expressed in
these forward-looking statements are reasonable, our expectations may not
turn out to be correct. Actual results could be materially different from our
expectations, including the following:

       -      we may not be able to generate or obtain sufficient capital to
              maintain operations or to satisfy our plans for growth;

       -      our common stock may not be able to attract suitable market makers
              and therefore, may never be approved for listing on the OTC
              Bulletin Board or on a national exchange;

       -      we may lose subscribers or fail to grow our subscriber base;

       -      we may not successfully integrate new subscribers or assets
              obtained through acquisitions;

       -      we may fail to compete with existing and new competitors;

       -      we may not be able to sustain our current growth;

       -      we may not adequately respond to technological developments
              impacting the Internet;

       -      we may fail to identify and correct a significant Year 2000
              compliance problem and experience a major system failure; and

       -      we may not be able to find needed financing.

This list is intended to identify some of the principal factors that could
cause actual results to differ materially from those described in the
forward-looking statements included elsewhere in this report. These factors
are not intended to represent a complete list of all risks and uncertainties
inherent in our business that have been included in previous prior placement
memoranda and that will be provided and in future SEC filings and our press
releases.

<PAGE>

                          PART I. FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS


                        UNITED VENTURE CAPITAL FUND, INC.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                  <C>
Consolidated Balance Sheets as of June 30, 1999 and
   March 31, 1999                                                      1

Consolidated Statements of Operations for the Three
   Months Ended June 30, 1999 and 1998                                 2

Consolidated Statements of Cash Flows for the Three Months
   Ended June 30, 1999 and 1998                                        3

Notes to Consolidated Financial Statements                             4

</TABLE>

<PAGE>

                        UNITED VENTURE CAPITAL FUND, INC.
                                AND SUBSIDIARY
             ELLENAS INTERNATIONAL, INC. DBA UNITED ON LINE, INC.
                          COMPARATIVE BALANCE SHEET
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                     FOR THE THREE MONTHS ENDING,
                                                 JUNE 30, 1999            JUNE 30, 1998
                                                 -------------            -------------
<S>                                              <C>                      <C>
ASSETS
    Cash in bank                                 $     424,717            $     16,436
    Accounts receivable                                  8,394                       -
    Prepaid ins./rent                                   24,310                       -
    Advances                                             1,925                       -
                                                 -------------            -------------
    Total current assets                               459,346                  16,436

    Property and equipment                             117,682                       -
    Accum. depreciation                                 (6,168)                      -
                                                 -------------            -------------
    Total property and equipment                       111,514                       -

    Other assets, net of amortization                   43,206                   3,929
                                                 -------------            -------------
TOTAL ASSETS                                           614,066                  20,365
                                                 -------------            -------------
                                                 -------------            -------------

LIABILITIES AND CAPITAL
    Current liabilities                                 42,936                       -
    Long term liabilites                                     -                       -
                                                 -------------            -------------
    Total liabilites                                    42,936                       -

    Capital
      Common stock                                       1,255                   1,038
      Paid in capital                                  810,075                  22,992
      Retained earnings                                (11,659)                 (1,113)
      Net income                                      (228,541)                 (2,552)
                                                 -------------            -------------
      Total capital                                    571,130                  20,365
                                                 -------------            -------------
TOTAL LIABILITIES AND CAPITAL                    $     614,066            $     20,365
                                                 -------------            -------------
                                                 -------------            -------------

</TABLE>

                                       1
<PAGE>

                        UNITED VENTURE CAPITAL FUND, INC.
                                AND SUBSIDIARY
             ELLENAS INTERNATIONAL, INC. DBA UNITED ON LINE, INC.
                       COMPARATIVE STATEMENTS OF INCOME
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                     FOR THE THREE MONTHS ENDING,
                                                 JUNE 30, 1999            JUNE 30, 1998
                                                 -------------            -------------
<S>                                              <C>                      <C>
REVENUE
     Internet Services                           $      9,257             $          -

COST OF REVENUE EARNED
     Cost of Internet Services                          7,309                        -
                                                 -------------            -------------
GROSS PROFIT                                            1,948                        -

     General, Selling, and
       Administration Expenses                        225,574                    2,527
     Depreciation/Amortization Expenses                 4,915                       25
                                                 -------------            -------------
OPERATING LOSS                                       (228,541)                  (2,552)
     Other income (expense)                                 -                        -
                                                 -------------            -------------

NET LOSS APPLICABLE TO
     COMMON STOCKHOLDERS                         $   (228,541)            $     (2,552)
                                                 -------------            -------------
                                                 -------------            -------------
      Basic and diluted loss per
        common share                             $      (0.02)                     N/A
                                                 -------------            -------------
                                                 -------------            -------------
      Weighted average common
        shares outstanding                         12,552,825               10,381,000
                                                 -------------            -------------
                                                 -------------            -------------

</TABLE>

                                       2
<PAGE>

                        UNITED VENTURE CAPITAL FUND, INC.
                                AND SUBSIDIARY
             ELLENAS INTERNATIONAL, INC. DBA UNITED ON LINE, INC.
                     COMPARATIVE STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                     FOR THE THREE MONTHS ENDING,
                                                 JUNE 30, 1999            JUNE 30, 1998
                                                 -------------            -------------
<S>                                              <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                     $    (228,541)           $     (2,552)

  Adjustments to reconcile net income to
    net cash:

      Accumulated depreciation                           6,167                       -
      Accounts receivable                               (8,394)                      -
      Other assets                                     (26,234)                      -
      Current liabilities                               42,935                       -
                                                 -------------            -------------
      Total adjustments                                 14,474                       -
                                                 -------------            -------------
      Net cash used in operations                     (214,067)                 (2,552)
                                                 -------------            -------------

CASH FLOWS USED FOR INVESTING ACTIVITIES:

      Property and equipment                          (117,682)                      -
      Intangible assets                                (41,322)                 (3,929)
                                                 -------------            -------------
      Net cash used in investing activities           (159,004)                 (3,929)
                                                 -------------            -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

      Proceeds provided from stock purchases           787,300                    7594
                                                 -------------            -------------
      Net cash provided by financing activities        787,300                    7594
                                                 -------------            -------------
      Net increase (decrease) in cash            $     414,229            $      1,113
                                                 -------------            -------------
                                                 -------------            -------------
      Summary
        Cash balance at end of period            $     424,717            $     16,436
        Cash balance at beginning of period            (16,436)                (16,436)
                                                 -------------            -------------
      Net increase (decrese) in cash             $     408,281            $          -
                                                 -------------            -------------
                                                 -------------            -------------

</TABLE>

                                       3
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF ACCOUNTING POLICIES:

The accompanying unaudited financial statements have been prepared by the
Company in accordance to the rules of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of the Company's management, these unaudited
financial statements contain all adjustments that are necessary to fairly and
accurately present the Company's financial position as of June 30, 1999, and
for the results of operations for the three month periods ending June 30,
1999 and 1998.

LIQUIDITY

The Company has incurred operating losses for the period ending June 30, 1999
and June 30, 1998. Management plans to continue to obtain financing from
outside investors and financial institutions. The Company's Management
believes that this funding will allow the Company to continue its deployment
of its wireless Internet access service and to increase its expansion efforts
across North America. These activities will result in increased earnings and
allow the Company to continue to meet its ongoing obligations. It is likely
that the Company's auditors would note that the Company's ability to continue
to raise capital to fund its ongoing operations would be a material item as
to the success of the future operations of the Company.

ACQUISITIONS

On April 27, 1999, the Company acquired the outstanding stock of Ellenas
International Corporation by issuing 2,000,000 shares of common stock in
exchange for all of the outstanding shares of Ellenas International. The
majority shareholder of the Company was also the sole shareholder of Ellenas.
The acquisition has been accounted for at historical cost (book value) in a
manner consistent with the pooling of interests' method. The consolidated
statement presented herein includes the Company and it's acquisition, Ellenas
International, from the inception of Ellenas.

STOCK ISSUANCES:

The Company has issued 171,825 shares of its common stack to purchasers
during the three-month period ending June 30, 1999, for aggregate
consideration of $687,300. These shares were issued without registration
under the federal securities laws in reliance upon an exemption from
registration requirements contained in the Federal Securities act of 1933, as
amended.

SUBSEQUENT EVENTS:

On August 10, 1999, the Company's Board of Directors engaged Ernst & Young
LLC as the independent auditors of the Company for the fiscal year ending
March 31, 2000.

                                       4
<PAGE>

ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

         The following discussion of the results of operations and financial
condition of United Venture Capital Fund, Inc. (the "Company") should be read
in conjunction with the Company's Consolidated Financial Statements and the
Notes thereto included elsewhere in this Quarterly Report. We are currently
doing business as United On Line, Inc.

         The Company's current fiscal year is from April 1, 1999 to March 31,
2000 ("fiscal 2000"). Prior to this fiscal year, the our primary focus has
been to seek opportunities for long-term growth through acquisitions. In
April 1999, we acquired 100% of the issued and outstanding common stock of
Ellenas International Corporation ("Ellenas"), a Colorado-based Internet
service provider. Although our historical financial statements include those
of Ellenas, Ellenas was also in the development stage prior to this fiscal
year. As a result, we carried on no operations and generated no revenues
prior to this fiscal year. The discussion and analysis of our financial
condition and results of operation should be read in this light.

RESULTS OF OPERATIONS

               THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 1998

         TOTAL REVENUE

         The Company's revenues are comprised predominately of dial-up and
dedicated Internet access service. Total revenues grew from $0 to $9257 for
the three months ended June 30, 1999 from June 30, 1998. Revenue growth is
primarily attributable to the addition of over 250 dial-up customers.

         GROSS PROFIT

         Gross profit consists of total revenue less the direct cost of
delivering services and equipment. These costs include contractual dial-up
arrangements with third-party points-of-presence providers or POPs. Gross
margin for the three months ended June 30, 1999 was $1,948, or 21% of
revenue, as compared to $0 for the three months ended June 30, 1998.

         SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

         Total selling, general, and administrative expenses ("SG&A")
increased from approximately $2,527 for the three months ended June 30, 1998
to $225,574 for the three months ended June 30, 1998. This increase was
partially the result of higher payroll costs and benefits, consulting
expenses and legal and accounting fees, as the Company grew its business and
became a public reporting company. Payroll and benefits costs increased
from $0 in the three months ended June 30, 1998 to $106,964 in the three
months ended June 30, 1999 as a result of increasing the Company's headcount
from 0 employees in June 1998 to nine employees and three consultants in June
1999. The Company added four employees with the acquisition of Ellenas
International Corporation in April of 1999. Legal and accounting fees
increased from $0 for the three months ended June 30, 1998 to $25,325 for the
three months ended June 30, 1999 as the result of the costs associated with
becoming a publicly reporting company.

         DEPRECIATION AND AMORTIZATION

         Depreciation and amortization increased from $25 for the three
months ended June 30, 1998 to $4,915 for the three months ended June 30,
1999. The increase was due to higher goodwill amortization associated with
the acquisition of Ellenas International Corporation in April of 1999.

EFFECTS OF INFLATION

         Inflation has not had a material effect on the Company.

                                       5
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         For the three months ended June 30, 1999, the Company's cash used in
operations was $214,067 as compared to $2,552 for the three months ended June
30, 1998. The increase in cash used in operations primarily resulted from
increased operating losses resulting from the hiring of employees and
consultants, legal and organizational costs, and increased overhead. The
Company expects to continue to have operating cash flow deficiencies for the
near future as it develops and expands its business and develops and deploys
its wireless Internet access service.

         For the three months ended June 30, 1999, the Company used $159,004
in investing activities compared to $3,929 for the same period in 1998. This
change was primarily due to increased capital expenditures in fiscal 2000.

         For the three months ended June 30, 1999, the Company's cash
provided by financing activities increased from $1,113 in the three months
ended June 30, 1998 to $787,300 for the same period in 1999, largely as a
result of the Company's private placement of 171,825 shares of common stock.

         The Company has funded its operations and working capital needs
primarily through the public and private placement of the Company's equity
securities. In addition, a portion of the Company's capital expenditures has
been financed through capital lease obligations payable to finance companies.

         The Company has cash and cash equivalents of approximately $450,000
as of June 30, 1999. Management estimates that, based upon its current
expectations for growth, the Company will require additional funding of up to
$11 million through the end of fiscal 2000 for the execution of its current
business plan including the financing of its anticipated capital
expenditures, acquisitions and operating losses. Although the Company is
actively seeking to expand its customer base by acquiring other companies
that use similar technologies, we do not presently have any understandings,
agreements or arrangements to acquire other companies. There can be no
assurance that the Company will be successful in its attempts to acquire
other companies.

         In addition to increasing cash flow from operations, the Company
intends to obtain funding from private placements of equity securities,
establishment of a credit facility to finance equipment purchased and other
capital expenditures. There can be no assurance that we will succeed in
raising sufficient capital to fund the Company's operations and growth
opportunities over the long-term. However, management believes its current
operating funds, along with these additional financing sources, will be
sufficient to fund its cash requirements for at least the next three months.

         The sale of additional equity or convertible debt securities could
result in additional dilution to the Company's stockholders. In addition, the
Company will, from time to time, consider the acquisition of or investment in
complementary businesses, products, services, and technologies, and the
repurchase and retirement of debt, which might impact the Company's liquidity
requirements or cause the Company to issue additional equity or debt
securities. There can be no assurance that financing will be available in
amounts or on terms acceptable to the Company, if at all. Should the Company
be unsuccessful in its efforts to raise capital it may be required to modify
or curtail its plans for growth.

YEAR 2000 ISSUES

         We are preparing our systems and applications for the Year 2000
(Y2K). Various problems may result from the improper processing of dates and
date-sensitive calculations by computers and other machinery as the year 2000
is approached and reached. These problems arise from the fact that most of
the world's computer hardware and software have historically used only two
digits to identify the year in a date, often meaning that the computer will
fail to distinguish dates in the "2000s" from dates in the "1900s." If the
computer systems cannot distinguish between the year 1900 and 2000, system
failures or other computer errors could result.

                                       6
<PAGE>

         STATE OF READINESS

         The Company has established a Year 2000 program to coordinate Year
2000 preparation activities and to report findings to the Board of Directors.
Our Year 2000 program consists of five phases: (1) project planning and
inventory of our assets; (2) testing and assessment of remediation
requirements; (3) remedial action by either upgrade or replacement; (4)
testing and validation; and (5) creation of contingency plans in the event of
Year 2000 failures. Our program includes the evaluation of Ellenas, which we
acquired in April of 1999.

         Our Year 2000 program covers the following: (1) internally developed
software products that we provide to our customers; (2) our information
technology systems; (3) our network elements; and (4) our operational support
systems (including embedded technology). Our Year 2000 program also calls for
us to identify and assess the systems and services of our third party
suppliers and to take appropriate remedial actions and develop contingency
plans where appropriate.

         We provide our customers with a software package that, among other
things, allows our customers to access our services. The software package
consists of internally developed software that is bundled with third-party
software. We expect to complete operational testing by October of 1999 in
order to ensure that the current shipping version of our software package
(including third-party software) is Year 2000 ready.

         We are currently completing the inventory phase of our Year 2000
program. We expect to complete the assessment phase of the program in
September and to begin the remediation phase in October. Due to the
acquisition of Ellenas, we have been forced expedite our Year 2000 program.
We expect to complete all five phases by November of 1999.

         We are in the process of performing a technical review of the most
critical third party systems and intend to survey the publicly available
statements issued by the vendors of those systems. In addition, we plan to
contact our third party vendors to request information regarding their
vulnerability to Year 2000 issues and whether the products and services
purchased from these entities are Year 2000 ready. We intend to evaluate
these responses for their accuracy and adequacy, and intend to develop
appropriate contingency plans for any material supplier that does not provide
an adequate response.

         Preliminary indications are that, since we are a relatively new
company (founded in 1997), Year 2000 issues will not affect most hardware and
software used by the Company. All of the Company's MIS user equipment is
based on Microsoft Windows 95, 98, or NT. Microsoft has issued or is issuing
patches that will make this software compliant by year-end. Internal MIS
systems that handle accounting and customer care are being replaced due to
growth needs. All future software that will be purchased will be Y2K
compliant. Users have been briefed on the necessity for them to check any
special, non-mission critical software that they have purchased for their
departments to ensure that it is Y2K compliant.

         With respect to communications from external third parties
requesting that the Company provide verification of Y2K compliance on the
Company's goods and services, the Company expects to have formal response
letters sent no later than October 1999. With respect to communications with
external third party vendors that provide additional goods and services to
the Company, we expect to issue requests to all those parties to provide
verification of Y2K compliance on their goods and services no later than
October 1999.

         COSTS

         The Company is continuing to evaluate the financial impact for Y2K
compliance and expects that total costs will not exceed $250,000. The
estimates for the costs of the Year 2000 Program are based upon management's
best estimates and may be updated or revised as additional information
becomes available. As of July 1999, the Company has incurred approximately
$25,000 assessing Year

                                       7
<PAGE>

2000 issues. The Company is assessing whether or not to hire an external
consultant to assess the state of readiness of all systems, which could be
affected by the Year 2000 issue.

         RISKS

         Our failure to correct a material Year 2000 problem could result in
an interruption in, or a failure of, normal business activities or
operations. Presently, however, we believe that our most likely worst case
scenario is associated with third-party services or products. We are heavily
dependent on a significant number of third party vendors to provide network
services and equipment. A significant Year 2000-related disruption of the
network services or equipment provided to the Company by third party vendors
could cause customers to consider seeking alternate providers or cause an
unmanageable burden on customer service and technical support, which in turn
could materially and adversely affect the Company's results of operations,
liquidity and financial condition. Although the Company believes that
internal Y2K compliance will be achieved by December 31, 1999, there can be
no assurance that the Y2K problem will not have a material adverse affect on
the Company's business, financial condition and results of operations as a
result of third party failures.

         Moreover, our business depends on the continued operation of, and
access to, the Internet. If Year 2000 issues disrupt normal operation of the
Internet, our business could be materially and adversely affected.

         CONTINGENCY PLANS

         The Year 2000 program calls for the development of contingency plans
for at-risk functions. We plan to monitor and address the development of
contingency plans. Because we are only in the preliminary phase of our Year
2000 analysis, we are currently unable to fully assess its risk and determine
what contingency plans, if any, need to be implemented. As we progress in our
Year 2000 program and identify specific risk areas, we intend to timely
implement appropriate remedial actions and contingency plans.

         The estimates and conclusions included in this discussion contain
forward-looking statements and are based on management's best estimates of
future events. Our expectations about risks, future costs and the timely
completion of our Year 2000 modifications may turn out to be incorrect and
any variance from these expectations could cause actual results to differ
materially from what has been discussed above. Factors that could influence
risks, amount of future costs and the effective timing of remedial efforts
include our success in identifying and correcting potential year 2000 issues
and the ability of third parties to address their Year 2000 issues. The
foregoing Year 2000 discussion and the information contained herein is
provided as a "Year 2000 Readiness Disclosure" as defined in the Year 2000
Information and Readiness Disclosure Act of 1998 (Public Law 105-271, 112
Stat. 2386) enacted on October 19, 1998.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company does not have any derivative financial instruments as of
June 30, 1999. The Company's interest income and expense are sensitive to
changes in the general level of interest rates. In this regard, changes in
interest rates can affect the interest earned on the Company's cash
equivalents. The Company's short-term debt has fixed interest rates and the
fair value of these instruments is affected by changes in market interest
rates. To mitigate the impact of fluctuations in interest rates, the Company
generally enters into fixed rate investing and borrowing arrangements. As a
result, the Company believes that the market risk arising from holding of its
financial instruments is not material.

                                       8
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

       During the three months ended June 30, 1999, the Company issued and/or
sold the following unregistered securities:

       -      On April 27, 1999, the Company issued a acquired 100% of the
              issued and outstanding common stock of Ellenas International
              Corporation ("Ellenas"), a Colorado corporation headquartered in
              Denver, Colorado. Ellenas is an Internet service provider. To
              complete the acquisition, the Company issued 2,000,000 shares of
              common stock to Theodore Hellen, the sole stockholder of Ellenas
              International Corporation.
       -      The Company issued 171,825 shares of common stock to purchasers
              during the three months ended June 30, 1999 for aggregate
              consideration of $687,300.

The above transactions were exempt from registration under Section 4(2) of
the Securities Act of 1933.

ITEM 5.  OTHER EVENTS

        On August 10, 1999, the Company's Board of Directors engaged Ernst &
Young LLC as the independent auditors of the Company for the fiscal year
ending March 31, 2000.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits.

<TABLE>
<CAPTION>
          EXHIBIT
          NUMBER          DESCRIPTION OF DOCUMENT
          -------         -----------------------
<S>                       <C>
           27.1           Financial Data Schedule.
</TABLE>


(b)      Reports on Form 8-K.

         On June 14, 1999, the Company filed a Current Report on Form 8-K to
         report the Company's acquisition of 100% of the outstanding common
         stock of Ellenas International Corporation, a Colorado corporation
         ("Ellenas") and Internet service provider. Pursuant to Item 7 of Form
         8-K, the Form 8-K contained certain financial information concerning
         the Ellenas acquisition.


                                       9
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

      Date:  August 13, 1999.


                                       UNITED VENTURE CAPITAL FUND, INC.
                                       a Colorado corporation


                                       By: /s/ Theodore Hellen
                                          ---------------------------
                                          Name:  Theodore Hellen
                                          Title: Chairman of the Board
                                                 and Director (PRINCIPAL
                                                 EXECUTIVE OFFICER)



                                       By: /s/ Robert Hampe
                                          ---------------------------
                                          Name:  Robert Hampe
                                          Title: Chief Financial Officer
                                                 (PRINCIPAL FINANCIAL AND
                                                 ACCOUNTING OFFICER)



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
          EXHIBIT
          NUMBER          DESCRIPTION OF DOCUMENT
          -------         -----------------------
<S>                       <C>
           27.1           Financial Data Schedule.
</TABLE>

                                       10