FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
Of the Securities Exchange Act of 1934
For Quarter Ended March 31, 1997
Commission File Number 1-7301
RENU-U INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1329265
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3789 SOUTH 500 WEST
SALT LAKE CITY, UTAH 84115
(Address of principal executive offices)
Registrant's telephone number
including area code (801) 262-5052
Former Address, if changed since last report
Indicate by check mark whether the registrant (1) has 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 such shorter period that the registrant was
required to file such reports)
Yes X No
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
9,961,241
(Number of shares of common
stock the registrant had outstand-
ing as of June 10, 1997
PART 1
ITEM 1 - FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations 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, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of March 31, 1997 and the results of its operations and changes in
its financial position from January 1, 1983 through March 31, 1997 have been
made. The results of its operations for such interim period is not necessarily
indicative of the results to be expected for the entire year.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources. The Registrant has approximately $19,257
as cash at March 31. These funds were obtain through investor financing. The
Registrant intends to raise additional funds as needed through private
placements with accredited and sophisticated investors.
Results of Operation. Due to the lack of operations during the quarter
ended March 31, 1997, the registrant only had interest income of $382. The
Company has disposed of its assets from previous business ventures and has
commenced start-up procedures of operating physical wellness centers (see Plan
of Operations).
Plan of Operations.
In early 1996, the Company commenced work with Dr. Jean-Francois Hibbert.
This work has resulted in the Company developing a new business opportunity in
the field of pain management and physical wellness utilizing Bio-Resonance
Therapy ("BRT"). Consequently, the Company is working towards owning and
operating pain management and physical wellness centers (hereafter "the
Centers") domestically and internationally.
The business operation of the Company will be developed in two phases.
Phase I includes the establishment of several of the treatment Centers. An
initial Center will be located in New York for emphasis on the treatment of pain
and sports medicine, with current intent to open subsequent Centers in Utah.
Each Center will occupy approximately 2500 sq. feet of space and will be staffed
by approximately six employees under the direction of a medical doctor. As the
business develops, in Phase II the Company intends to license and franchise
these Centers. The Center is scheduled to open in Tarrytown, New York in June
of 1997. The New York Center will be managed by Dr. Hibbert and will offer
clients a complete fitness and wellness therapy package, including Bio Resonance
Therapy, flexibility training, and nutrition consultation.
Each Center will be equipped with Bio-Resonance Therapeutical devices. BRT
devices were first developed in the far east in the 1970s. The Company and its
consultants have modified the BRT device design (hereafter "device") for use in
the United States. The Device operates on 110 volts to generate an evenly
heated pattern of energy field. The designers believe this field duplicates the
natural energy field generated by the human body and, therefore, assists the
human body to minimize or reduce pain and self heal. A BRT would be categorized
under FDA guidelines as a non-invasive medical device. Some of the components
for these Devices will be imported and then assembled in the United States
exclusively for the Company. Management does not anticipate any difficulty in
obtaining the necessary devices for the Centers. The Centers will primarily
compete with medical facilities that focus on pain management and therapy. The
Centers will be unique, however, in that they will provide BRT using the
equipment designed by the Company.
The Company is currently working with the manufacturer to develop a hand-
held BRT unit. This smaller unit will operate under the same principals as the
device installed in the Centers, but at significantly lower capacity. These
smaller devices will be marketed through a variety of marketing channels for
home use.
In the summer of 1996, the Company privately raised $96,000 through the
sale of debentures which are convertible into the Company's common stock at 75%
of the average bid price for the ten trading days prior to conversion. The
Registrant will need additional funding in order to pay its obligations, file
periodic reports and continue its currently planned business of owning and
operating pain management centers. The Registrant has not entered into any
agreement for the provisions of such additional funding and no assurances can be
given that such funding will be available to the Registrant on terms acceptable
to it or at all.
The Registrant is currently conducting only limited business operations.
At March 31, 1997, the Registrant had current assets of $19,257 and current
liabilities of $45,921. The Company had total assets of $44,112 and total
liabilities of $141,921. The increase in assets is due to a private placement
of debentures in July of 1996. The liabilities consist of repayment of the
debentures, accounts payable for services provided to the Registrant for legal,
accounting and stock transfer services. The increase in liabilities primarily
resulted from the private sale of debentures in July of 1996.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
None
SIGNATURES
Pursuant to the requirements 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.
Renu-U International, Inc.
Date: June 16, 1997 /s/ Frank Nelson
President and Principal
Financial Officer
RENU-U INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
<TABLE>
<CAPTION>
March 31,
1997 December 31,
(Unaudited) 1996
<S> <C>
Current Assets
Cash $ 19,257 $ 53,229
Fixed Assets
Office equipment (Note 1) (Note 3) (net)
Other Assets
Medical equipment (Note 3) 7,207 7,207
Deposits
$ 44,112 $ 71,171
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 45,921 $ 45,991
Long term debt (Note 5)
Stockholders' Equity
Preferred stock, $.10 par value 1,000,000 shares
authorized, no shares issued or outstanding - -
Common stock $.001 par value, 100,000,000
shares authorized, 9,961,241 shares issued
and outstanding 9,961 9,961
Capital in excess of par 753,342 753,342
Retained (deficit) accumulated during
development stage (857,437) (834,123)
Treasury stock
(97,809) (70,820)
$ 44,112 $ 71,171
</TABLE>
RENU-U INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Period
During the
Development
Stage from
For the Three Months January 1, 1983
Ended March 31, Through March 31,
1997 1996 1997
<S> <C>
INCOME
Interest Income $ 382 $ - $ 4,213
EXPENSES
Amortization and
depreciation 858 - 1,449
Bad debt - - 18,000
Consulting and
professional 100 - 188,788
General and
administrative 15,540 2,100 68,604
Interest 2,880 165 13,451
Miscellaneous 30 - 2,381
Taxes 81 - 501
Travel and
entertainment 4,207 - 17,425
TOTAL EXPENSES 23,696 2,265 310,599
NET LOSS $ (23,314) $ (2,265) $ (306,386)
NET LOSS PER
SHARE $ (0.00) $ (0.00) $ (.04)
AVERAGE SHARES
OUTSTANDING 9,961,241 9,961,241 8,038,786
</TABLE>
RENU-U INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Period
During the
Development
Stage from
For the Three Months January 1, 1983
Ended March 31, Through March 31,
1997 1996 1997
<S> <C>
Cash Flow Used for Operations:
Net loss from operations $ (23,314) $ (2,265) $ (304,711)
Items not requiring cash flow
during the current period:
Depreciation 858 - 1,449
Issuance of stock for services - - 28,795
Bad debts - - 18,000
Decrease in notes receivable - - (3,000)
Increase /decrease in
accounts payable (70) 165 44,246
Expenses paid by an officer - 2,100 90,807
Net Cash Flow Used for Operations (22,526) - (124,414)
Cash Flow Provided From Financing
Activities:
Issuance of capital stock for cash - - 175,000
Issuance of notes payable - - 96,000
Net Cash Flow Provided
From Financing Activities - - 271,000
Cash Flow Used for Investing
Activities:
Cash invested in subsidiary - - (105,000)
Cash paid for fixed assets (2,732) - (10,858)
Cash paid for deposits (5,039) (7,796)
Cash paid for treasury stock (3,675) (3,675)
Net Cash Flow Used for Investing
Activities (11,446) - (127,329)
Net Cash Flow (33,972) - 19,257
Cash - Beginning of Period 53,229 - -
Cash - End of Period $ 19,257 - $ 19,257
</TABLE>
RENU-U INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 1997
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated under the laws of the State of Delaware
on June 14, 1971. The Company was involved in various activities over
the years, none of which proved successful. During the year 1983, the
Company discontinued all operations and has had no significant
revenues from any activity since that time and is classified as a
development stage company per SFAS #7.
In 1996, the Company commenced work with Dr. Jean-Francois Hibbert, of
Harris, New York. This work resulted in the Company developing a new
business opportunity in the field of physical care and development.
Consequently, the Company is working towards owning and operating pain
management and physical wellness centers. The Centers will focus on
providing physical and nutritional consultation and treatment.
b. Income Taxes
The Company adopted Statement of Financial Accounting Standards No.
109 "Accounting for Income Taxes" in the fiscal year ended December
31, 1996 and has applied the provisions of the statement on a
retroactive basis to the previous fiscal year which resulted in no
significant adjustment.
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement
recognizes (a) the amount of taxes payable or refundable for the
current year and (b) deferred tax liabilities and assets for future
tax consequences of events that have been recognized in the financial
statements or tax returns.
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at December 31, 1996
and earlier years, accordingly, no deferred tax liabilities have been
recognized for all years.
The Company had cumulative net operating loss carryforwards of
approximately $280,000 at December 31, 1996 and $230,000 at December
31, 1995. No effect has been shown in the financial statements for
the net operating loss carryforwards as the likelihood of future tax
benefit from such net operating loss carryforwards is not presently
determinable. Accordingly, the potential tax benefits of the net
operating loss carryforward estimated based upon current tax rates of
$95,000 at December 31, 1996 and $78,000 at December 31, 1995 have
been offset by valuation reserves of the same amount. The net change
in deferred tax asset and offsetting valuation reserve amounted to
$17,000 for 1996 and $8,100 for 1995. The net operating losses begin
to expire in the year 1997.
c. Loss Per Share
The computation of loss per share of common stock is based on the
weighted average number of shares outstanding during the period.
d. Cash and Cash Equivalent
For the purposes of the statement of cash flows, the Company considers
all highly liquid debt instruments with maturity of three months or
less to be cash equivalents.
RENU-U INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 1997
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Property and Equipment
Property is recorded at cost or estimated fair value at the time of
acquisition (purchase or donation by officer/director).
Property and Equipment consist of the following at December 31, 1996
and March 31, 1997:
1996 1997
<TABLE>
<CAPTION>
<S> <C>
Office Equipment $ 10,976 $ 13,708
Less: Accumulated Depreciation (591 ) (1,449)
Total Property and Equipment $ 10,385 $ 12,259
</TABLE>
Depreciation expense is computed on the straight-line method over the
estimated useful lives of the assets (five to seven years).
Depreciation expense for the period ended December 31, 1996 and March
31, 1997 is $516 and $858,respectively.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. Currently, the Company does not
have significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of
the Company to develop its business in the field of total wellness and
fitness development. (See Note 1)
NOTE 3 - RELATED PARTY TRANSACTIONS
Frank Nelson, a major shareholder/officer, paid expenses of the
Company totaling $10,013 and $9,901 in 1996 and 1995, respectively in
behalf of the Company. These expenses are shown as a contribution to
capital. During 1996, Mr. Nelson also contributed $7,650 worth of
office and medical equipment for future use in wellness centers that
will be opened in the coming years.
Mr. Nelson also rents space to the Company on a month to month basis
for $300 a month. ($500 a month beginning May 1, 1997).
In June 1996, Mr. Nelson provided $50,000 in long-term financing for
the Company (See Note 5).
NOTE 4 - LEASE COMMITMENT
The Company (in the name of Mr. Nelson) leased an automobile for
company use. The lease terms are as follows.
Payments $308 per month
Length 36 months
Deposit $350
RENU-U INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1996
NOTE 4 - LEASE COMMITMENT (Continued)
Future lease commitments:
1997 $ 2,772
1998 $ 3,696
1999 $ 2,156
NOTE 5 - LONG TERM DEBT
During 1996, the Company borrowed $96,000 from 3 private individuals
($50,000 from Frank Nelson) to provide financing for the Company
operations. The notes are dated July 1, 1996 with a maturity date of
June 30, 1998, stated interest rate of 12%, unsecured. The notes are
convertible into common stock at 75% of a ten day average trading bid
price.
NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The following of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107, _Disclosure
about Fair Value of Financial Instruments_. The carrying amounts and
fair value of the Company's financial instruments at December 31, 1996
and 1995 are as follows:
<TABLE>
<CAPTION>
December 31, 1996
Carrying Fair
Amounts Values
<S> <C>
Cash and cash equivalents $ - $ -
Long-term debt including
current maturities $ 96,000 $ 96,000
</TABLE>
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments.
Cash and Cash Equivalents
The carrying amounts reported on the balance sheet for cash and cash
equivalents approximate their fair value.
Long-term Debt
The fair values of long-term debt are estimated using discounted cash
flow analyses based on the Company's incremental borrowing rate as the
discount rate.
NOTE 7 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the
reporting period. In these financial statements, assets, liabilities
and earnings involve extensive reliance on management's estimates.
Actual results could differ from those estimates.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 19,257
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19,257
<PP&E> 12,259
<DEPRECIATION> 591
<TOTAL-ASSETS> 44,112
<CURRENT-LIABILITIES> 45,921
<BONDS> 96,000
0
0
<COMMON> 763,303
<OTHER-SE> (861,112)
<TOTAL-LIABILITY-AND-EQUITY> 44,112
<SALES> 0
<TOTAL-REVENUES> 382
<CGS> 0
<TOTAL-COSTS> 23,696
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,880
<INCOME-PRETAX> (23,314)
<INCOME-TAX> 0
<INCOME-CONTINUING> (23,314)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,314)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
