AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 2000
REGISTRATION NO. 333-56479
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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APPLICATION FOR WITHDRAWAL
OF
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RENAISSANCE DESIGNER GALLERY PRODUCTS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
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NEVADA 9999 48-1170767
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NO.)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
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1001 S.W. GAGE BLVD.
TOPEKA, KANSAS 66606
(785) 273-2244
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE
OFFICES AND PRINCIPAL PLACE OF BUSINESS)
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MICHAEL C. COOPER
1001 S.W. GAGE BLVD.
TOPEKA, KANSAS 66606
(785) 273-2244
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
MICHAEL G. QUINN, ESQ.
5120 EAST CENTRAL, SUITE B.
WICHITA, KANSAS 67208
(316) 652-0940
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------
APPLICATION FOR WITHDRAWAL
OF
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------------------
RENAISSANCE DESIGNER GALLERY PRODUCTS, INC.
Pursuant to Securities Act Rule 477, Renaissance Designer Gallery
Products, Inc. (now Renaissance, TTP, Inc.), by and through its agent
for service, Michael C. Cooper, hereby makes application for withdrawal
of said Registration Statement with the Securities and Exchange
Commission, filed on the 10th day of June, 1998, and amended by
Amendment No. 1 thereto on August 3, 1998, on the grounds that:
1. The Registrant has been unable to secure a broker/dealer required for
Registration purposes in several state jurisdictions, making the
distribution of its securities prohibitive or unduly costly; and
2. On December 30, 1998, Registrant entered into a Consent Order with the
Securities Commissioner of Kansas agreeing to cease and desist in the
state of Kansas from soliciting offers to buy or making offers to sell
securities of Registrant or any other person or issuer (i) unless the
securities had been registered for sale or exempt therefrom; or (ii) unless
the respondents engaged in the offers are registered as broker/dealers or
agents or exempt therefrom; and (iii) to refrain from all acts and
practices in violation of the Kansas Securities Act. The entry of the
Consent Order was made through a Stipulation wherein the Registrant,
together with Advantage International Marketing, its corporate division,
and Michael C. Cooper, its President and Chief Executive Officer and
Director, without admitting or denying the allegations contained in the
Stipulation, consented to the Consent Order. The events leading to the
entry of the Consent Order were that the Registrant, through Michael C.
Cooper, offered shares of Registrant to independent marketing associates
for sales of the Company's TAS programs and to persons who purchased the
TAS programs. The Securities Commissioner of Kansas alleged that said
offers were unregistered, offered by persons who were not registered as
broker/dealers or agents in Kansas, and were offered without material
information concerning the Registrant to the Offerees. In order to cure any
defects of the offers by the Registrant of the securities to such persons,
the Company agreed with the Securities Commissioner of Kansas to the
Consent Order, without admitting or denying that any allegations based on
the Order are true, waived its right to a hearing, accepted a fine of
$10,000 to Michael C. Cooper, and agreed to make a Rescission Offer to
those independent marketing associates and persons receiving the offers
made by the Respondent.
The Company's Rescission Offer was made to approximately 1,196 individuals
living in various jurisdictions. The total amount of the Rescission Offer,
without interest, did not exceed $60,000. The Rescission Offer was
completed on or about October 14, 1999, with four persons accepting the
Offer amounting to approximately $200.
3. The Registrant believes that it is in its best interest and that of its
shareholders that it withdraw this Registration Statement until Registrant
is able to secure a plan of distribution of its securities or otherwise
brings the Registrant the reporting requirements under the Securities
Exchange Act of 1934.
<PAGE>
Signature
In accordance with the requirements of the Securities Act of 1933, and pursuant
to Rule 478 thereunder, the Registrant, by and through its attorney for
service, Michael C. Cooper, has signed this Application for Withdrawal of
Registration Statement, in the City of Topeka, State of Kansas, on this
28th day of February, 2000.
RENAISSANCE DESIGNER GALLERY PRODUCTS, INC.
(Now, RENAISSANCE, TTP, INC.)
By: /s/ Michael C. Cooper, President
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Michael C. Cooper, President and Chief
Executive Officer
