<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K-A1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
June 8, 1999
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Date of Report
(Date of Earliest Event Reported)
RENU-U INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 001-07301 75-1329265
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(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
14251-A Chambers Road
Tustin, California 92780
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(Address of Principal Executive Offices)
(714) 730-7900
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Registrant's Telephone Number
4051 East La Palma Avenue, Suite C
Anaheim, California 92807
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(Former Name and Address of Principal Executive Offices)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
RGB Technology Group, Inc.
Balance Sheet
May 31, 1999
ASSETS
Current Assets
Cash in banks $ -
Inventory -
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Total Current Assets -
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Plant and Equipment
Total Property and Equipment -
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Other Assets
Marketing Rights Note 1 -
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Total other assets -
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Total Assets $ -
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LIABILITIES AND CAPITAL
Current Liabilities $ -
Total Current Liabilities -
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Long-Term Liabilities -
Total Long-Term Liabilities -
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Capital
Common Stock 2,000.00
10,000,000 authorized,
at $0.001 par value;
2,000,000 shares issued
and outstanding
at May 31, 1999
Retained Earnings -
Capital in Excess of Par Value (2,000.00)
____________
Total Capital -
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Total Liabilities & Capital $ -
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The accompanying notes are an integral part of these financial statements.
<PAGE>
RGB Technology Group, Inc.
Income Statement
April 28, 19992 through May 31, 1999
Revenues $ -
Cost of Sales -
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Gross Profit -
----------
Expenses -
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Net Operating Income -
Other Income/Expense -
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Net Gain (Loss) $ -
----------
----------
The accompanying notes are an integral part of these financial statements.
<PAGE>
RGB Technology Group, Inc.
NOTES TO THE FINANCIAL STATEMENTS
Note 1. RGB Technology Group, Inc. has the long-term exclusive right to
distribute ColorMax brand color vision enhancement products in the United
States of America, Australia, and New Zealand with the right of first refusal
to all other countries and territories worldwide.
Note 2. RGB Technology Group, Inc. was incorporated in the state of
Delaware on April 28, 1999.
<PAGE>
(b) Pro Forma Financial Information.
The accompanying balance sheets of Renu-U International, Inc. and
subsidiary (a development stage company) at June 30, 1999 and December 31
1998, and the statements of operations for the three and six months ended June
30, 1999 and 1998 and the period from January 1, 1994 to June 30, 1999, the
cash flows and the statement of stockholder' equity for the six months ended
June 30, 1999 and 1998, and the period from January 1, 1994 to June 30, 1999,
have been prepared by the Company's management and they do not include all
information and notes to the financial statements necessary for a complete
presentation of the financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal recurring
nature.
Operating results for the quarter ended June 30, 1999, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 1999.
RENU-U INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Company)
CONSOLIDATED BALANCE SHEETS
June 30, 1999, and December 31, 1998
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ - $ 47
Inventory - for resale - 35,040
Total Current Assets - 35,087
PROPERTY AND EQUIPMENT - net of accumulated 45,000 29,645
depreciation
MARKETING RIGHTS - Note 4 - -
$ 45,000 $ 64,732
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES
<S> <C> <C>
Notes payable $ - $ 89,922
Notes payable - related parties - 64,820
Accounts payable - 152,279
Accounts payable - related parties - 27,767
Total Current Liabilities - 334,788
LONG TERM DEBT AND OTHER CONTINGENCIES - Note 3 & 4 - 44,472
</TABLE
</TABLE>
<TABLE>
<CAPTION>
STOCKHOLDERS' EQUITY
<S> <C> <C>
Preferred stock
1,000,000 shares authorized, at
$0.10 par value; none outstanding - -
Common stock
100,000,000 shares authorized, at
$0.001 par value; 3,332,041 shares
issued and outstanding at June 30;
332,041 at December 31, 1998 3,332 332
Capital in excess of par value 804,971 762,971
Accumulated deficit during
development stage - Note 1 (763,303) (1,077,831)
Total Stockholders' Deficiency 45,000 (314,528)
$ 45,000 $ 64,732
</TABLE
The accompanying notes are an integral part of these financial statements.
<PAGE>
RENU-U INTERNATIONAL, INC. AND SUBSIDIARY
( Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended June 30, 1999, and 1998
and the Period from January 1, 1983 to June 30, 1999
</TABLE>
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
REVENUES $ 19,083 $ 38,565 $ 26,716 $ 52,877
COST OF SALES 8,731 13,611 11,846 13,611
Gross Profit 10,352 24,954 14,870 39,266
EXPENSES 29,619 28,879 47,838 108,788
Net operating loss (19,267) (3,925) (32,968) (69,522)
OTHER INCOME
Gain from transfer
of assets - note 4 347,496 - 347,496 -
NET GAIN ( LOSS ) $ 328,229 $ (3,925) $ 314,528 $(69,522)
</TABLE>
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
GAIN (LOSS) PER
COMMON SHARE
<S> <C> <C> <C> <C>
Basic $ 0.99 $ (0.01) $ 0.95 $ (0.20)
AVERAGE
OUTSTANDING
SHARES
Basic 336,290 336,290 336,290 336,290
</TABLE>
The accompanying notes are an integral part of these financial statements.
[Due to formatting limitations, the following column has been moved from its
original location at the extreme right of the immediately preceding table.]
<TABLE>
<CAPTION>
January 1, 1983 to
(note 1)
June 30, 1999
<S> <C>
REVENUES $ 144,204
COST OF SALES 51,117
Gross Profit 93,087
EXPENSES 652,835
Net operating loss (559,748)
OTHER INCOME
Gain from transfer
of assets - note 4 347,496
NET GAIN ( LOSS ) $(212,252)
PER COMMON SHARE
Basic
AVERAGE
OUTSTANDING
SHARES
Basic
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
RENU-U INTERNATIONAL, INC. AND SUBSIDIARY
( Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 1999, and 1998
and the Period from January 1, 1983 to June 30, 1999
<TABLE>
<CAPTION>
Six Months Six Months January 1, 1983 to
Ended Ended (Note 1)
June 30, June 30,
1999 1998 June 30, 1999
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net profit (loss) $ 314,528 $ (69,522) $ (212,252)
Adjustments to reconcile
net loss to net cash provided
by operating activities
Depreciation 2,080 2,592 12,192
Issuance of stock and
contribution to
capital - expenses - - 119,602
Deferred income - 10,000 -
Bad debts - - 31,418
Change in inventory 8,918 (26,789) 43,958
Change in deposits - 25,000 -
Change in accounts payable 22,714 26,756 275,542
Gain on transfer of assets
and liabilities (347,496) - (347,496)
Loss of equipment - - 11,135
Loss of equipment - -
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Net Cash Used by Operations 744 (31,963) (65,901)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in subsidiary - - (105,000)
Purchase of equipment - (27,754) (47,780)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance
of capital stock - - 175,000
Proceeds from loans (791) 63,758 43,681
Net Increase (Decrease) in Cash (47) 4,041 -
Cash at Beginning of Period 47 1,695 -
Cash at End of Period $ - $ 5,736 $ -
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</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
RENU-U INTERNATIONAL, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Delaware on June
14, 1971. There have been name changes and authorized stock changes resulting
in the present name and the authorized common shares and preferred shares
shown in the balance sheet.
The Company has been involved in various activities over the years and during
the year 1983 discontinued all operations until 1996 when the Company started
developmental work on a device to be used in the physical care field however
during June 1999 the Company transferred the business as part of an
acquisition and reorganization. (Note 5 )
On July 30, 1999 the Company completed a reverse stock split of 30 shares of
outstanding stock for one share. This report has been prepared showing after
stock split shares from inception.
The company is considered to be in the development stage after 1982.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ----------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
- ------------
On December 31, 1998, the Company had a net operating loss carry forward of
$1,077,831. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is doubtful
since the Company had a substantial change in its stockholders resulting from
the reorganization outlined in note 5. $563,551 of the loss carryforward has
expired and the balance expires starting in the years 2000 through 2019.
Earnings (Loss) Per Share
- -------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding, after the stock split.
<PAGE>
RENU-U INTERNATIONAL, INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including all assets and
liabilities shown in the balance sheet, are considered by management to be
their estimated fair values because of the events outlined in note 4. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. LONG TERM DEBT
Long term debt consists of lines of credit from banks amounting to $44,472
with interest only payments for the coming year. Officers of the Company have
guaranteed the loans.
4. TRANSFER OF COMPANY ASSETS IN EXCHANGE FOR ALL LIABILITIES
During June 1999 the Company transferred all its assets and the business in
the physical care field in exchange for the assumption of all its liabilities
as part of an acquisition and reorganization outlined in note 5, between the
Company and RGB Technology Group, Inc. and Kimrose Holdings. At the report
date $ 175,000 of assumed liabilities had been paid. The remaining balance of
$204,260 will remain as a contingent liability to the Company until they are
paid or satisfied.
5. ACQUISITION OF ALL OUTSTANDING STOCK OF RGB TECHNOLOGY GROUP INC.
On June 8, 1999 the Company acquired all of the outstanding stock of RGB
Technology Group Inc. through a stock for stock exchange in which the
stockholder (Kimrose Holdings) of RGB Technology Group Inc. received
3,000,000, after stock split, common shares of the Company in exchange for all
of the stock of RGB Technology Group Inc. RGB Technology Group Inc. was
organized in the state of Delaware on April 28, 1999 for the purpose of
marketing ColorMaxTM lenses and a computer color vision test software. After
the completion of the transaction the outstanding stock of the Company was
3,332,041 common shares of which 3,000,000 was owned by Kimrose Holdings.
The asset held by RGB Technology Inc. consists of the marketing rights for the
above technology.
<PAGE>
RENU-U INTERNATIONAL, INC. AND SUBSIDIARY
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
5. ACQUISITION OF ALL OUTSTANDING STOCK OF RGB TECHNOLOGY GROUP INC.
- continued
For reporting purposes, the acquisition is treated as an acquisition of the
Company by RGB Technology Group Inc. (reverse acquisition) and a
recapitalization of RGB Technology Group Inc. with its historical financial
statements being combined with the Company's.
No proforma statements have been included because the merger is considered to
be a reverse acquisition and not a business combination. All material
intercompany accounts and transactions have been eliminated.
6. RELATED PARTY TRANSACTIONS
See notes 4 and 5 for the transfer of assets and the assumption of
liabilities to a related parties as part of an acquisition and reorganization
of the Company.
7. GOING CONCERN
The Company has acquired marketing rights, described above, and in the opinion
of management, will provide a profit to the Company. The Company will need
additional working capital to be successful in this acquisition. The
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding and long term
financing, which will enable the Company to operate in the future.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
RENU-U INTERNATIONAL, INC.
Date: 9/1/99 By: /s/ Donald H. Hansen, O.D.
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Donald H. Hansen, O. D.
President and Director
