ACCESSION NUMBER:
CONFIRMED SUBMISSION TYPE: 10QSB
PUBLIC DOCUMENT COUNT:
CONFORMED PERIOD OF REPORT: 20000403
FILED AS OF:
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: RADIANT ENERGY CORPORATION
CENTRAL INDEX KEY: 0001107415
STANDARD INDUSTRIAL CLASSIFCATION: 87-33
IRS NUMBER: 898128590 (CANADA)
STATE OF INCORPORATION: ONTARIO, CANADA
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: 10QSB
SEC ACT:
SEC FILE NUMBER: 000-29663
BUSINESS ADDRESS:
STREET 1: 40 CENTRE DRIVE
CITY: ORCHARD PARK
STATE: NY
ZIP: 14127
BUSINESS PHONE: 7166620022
MAIL ADDRESS:
STREET 1: 40 CENTRE DRIVE
CITY: ORCHARD PARK
STATE: NY
ZIP: 14127
FORMER COMPANY:
AMALGAMATION: NORTHERN ATLAS INC.
AMALGAMATION DATE: 19960221
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT UNDER SECTION 13 OR
15 (D) OF THE SECURITTIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED: APRIL 30, 2000
COMMISSION FILE NO: 000-29663
RADIANT ENERGY CORPORATION
(EXACT NAME OF SMALL BUISINESS ISSUER AS SPECIFIED IN ITS CHARTER)
CANADA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
N\A
(IRS EMPLOYER IDENTIFICATION NUMBER)
40 CENTRE DRIVE, ORCHARD PARK, NY 14127
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(716)662-0022
(ISSUER'S TELEPHONE NUMBER)
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE
ISSUER'S CLASSES OF COMMON EQUITY, AS OF THE
(LATEST PRACTICABLE DATE) MAY 16, 2000
VOTING COMMON STOCK: 13,472,401
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT: (CHECK ONE):YES_;NO X
<PAGE>
PART 1- FINANCIAL INFORMATION
ITEM 1. FINANCIAL INFORMATION
RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS- UNAUDITED
APRIL 30, 2000 AND OCTOBER 31, 1999
<TABLE>
<S> <C> <C>
APRIL 30, OCTOBER 31,
2000 1999
ASSETS
Current
Cash and term deposits 2,856,402 1,981,232
Accounts receivable 35,176 -
Inventory 13,912 13,912
Deposits and prepaid expenses 24,412 1,203,316
------------------------------------------------------------------------------------
Total current assets 2,929,902 3,198,460
Deferred charges 22,934 67,809
Patents 342,587 357,634
Capital 595,603 663,336
------------------------------------------------------------------------------------
3,981,026 4,287,239
------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS EQUITY
Current
Accounts payable and accrued liabilities 619,653 815,021
Current portion of long-term debt 68,800 68,484
------------------------------------------------------------------------------------
Total current liabilities 688,453 883,505
------------------------------------------------------------------------------------
Deferred income taxes 4,402 4,402
Long-term debt 340,967 871,808
Shareholders' equity
Share capital 10,034,957 8,721,039
Cumulative comprehensive income 5,380 5,380
Deficit (7,183,133) (6,198,895)
------------------------------------------------------------------------------------
Total shareholders' equity 2,857,204 2,527,524
------------------------------------------------------------------------------------
3,891,026 4,287,239
------------------------------------------------------------------------------------
</TABLE>
<PAGE>
RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
SIX MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<S> <C> <C>
APRIL 30, APRIL 30,
2001 1999
REVENUE
Sales 3,428,117 350
Operating expenses, exclusive of
depreciation and amortization shown separately 3,139,668 2,439
Gross margin 288,449 (2,089)
Interest income 66,298 -
------------------------------------------------------------------------------------
354,747 (2,089)
------------------------------------------------------------------------------------
EXPENSES
Marketing 419,997 154,348
General and administrative 645,134 258,298
Research and product development 152,859 82,414
Depreciation and amortization 116,260 109,806
Interest 4,735 15,846
------------------------------------------------------------------------------------
1,338,985 620,712
------------------------------------------------------------------------------------
Loss for the period (984,238) (622,801)
------------------------------------------------------------------------------------
Basic loss per common share (0.08) (0.08)
------------------------------------------------------------------------------------
Weighted average number of shares 12,692,351 8,161,066
------------------------------------------------------------------------------------
</TABLE>
<PAGE>
RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
THREE MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<S> <C> <C>
APRIL 30, APRIL 30,
2002 1999
REVENUE
Sales 21,857 350
Operating expenses, exclusive of
depreciation and amortization shown separately 272,297 2,439
Gross margin (250,440) (2,089)
Interest income 45,422 -
------------------------------------------------------------------------------------
354,747 (2,089)
------------------------------------------------------------------------------------
EXPENSES
Marketing 269,828 112,258
General and administrative 366,353 151,332
Research and product development 104,539 42,550
Depreciation and amortization 50,190 55,028
Interest (6,310) 9,871
------------------------------------------------------------------------------------
784,600 371,039
------------------------------------------------------------------------------------
Loss for the period (989,618) (373,128)
---------------------------------------------------------------------------------------
Basic loss per common share (0.08) (0.05)
------------------------------------------------------------------------------------
Weighted average number of shares 13,193,761 8,177,126
------------------------------------------------------------------------------------
</TABLE>
<PAGE>
RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW - UNAUDITED
SIX MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<S> <C> <C>
APRIL 30, APRIL 30,
2000 1999
OPERATING ACTIVITIES
Loss for the period (984,238) (622,801)
Add items not affecting cash
Depreciation and amortization 116,260 113,800
Deferred taxes - 7,902
-----------------------------------------------------------------------------------------
(867,978) (501,099)
Net change in non- cash working capital items relating to
Operational activities 948,360 188,442
Cash provided by (used in) operating activities 80,382 (312,657)
-----------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of fixed assets (28,034) (15,443)
-----------------------------------------------------------------------------------------
Cash used in investing activities (28,034) (15,443)
-----------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuance (repayment) of long-term debt (530,525) 276,876
Decrease in deferred charges 39,429 -
Issuance of common shares 1,313,198 119,218
-----------------------------------------------------------------------------------------
Cash provided by financing activities 822,822 396,094
-----------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and equivalents - (52,175)
-----------------------------------------------------------------------------------------
Net increase in cash and term deposits 875,170 15,819
Cash (overdraft) and term deposits, beginning of period 1,981,232 (4,578)
-----------------------------------------------------------------------------------------
Cash and term deposits, end of period 2,856,402 11,241
-----------------------------------------------------------------------------------------
Cash interest paid 27,089 300
-----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
RADIANT ENERGY CORPORATION AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW - UNAUDITED
THREE MONTHS ENDED APRIL 30, 2000 AND 1999
<TABLE>
<S> <C> <C>
APRIL 30, APRIL 30,
2000 1999
OPERATING ACTIVITIES
Loss for the period (989,618) (373,128)
Add items not affecting cash
Depreciation and amortization 50,190 58,485
Deferred taxes - 4,522
--------------------------------------------------
(939,428) (310,121)
Net change in non- cash working capital items relating to
operational activities (337,745) 99,940
----------------------------------------------------
Cash provided by (used in) operating activities (1,277,173) (210,181)
-----------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of fixed assets (15,116) (14,634)
-----------------------------------------------------------------------------------------
Cash used in investing activities (15,116) (14,634)
-----------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuance (repayment) of long-term debt (475,594) 197,960
Decrease in deferred charges 25,958 -
Issuance of common shares (690,405) 65,494
-----------------------------------------------------------------------------------------
Cash provided by financing activities 240,409 263,454
-----------------------------------------------------------------------------------------
Effect of exchange rate changes on cash and equivalents - (34,185)
-----------------------------------------------------------------------------------------
Net increase in cash and term deposits (1,051,880) 4,454
Cash (overdraft) and term deposits, beginning of period 3,908,282 6,787
-----------------------------------------------------------------------------------------
Cash and term deposits, end of period 2,856,402 11,241
-----------------------------------------------------------------------------------------
Cash interest paid 278 102
-----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
RADIANT ENERGY CORPORATION AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
<TABLE>
<S> <C> <C> <C> <C> <C>
Accumulated
other
Common Comprehensive comprehensive Retained
Stock income income earnings Total
$ $ $ $ $
------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 1998 5,243.320 9,922 (4,827,339) 435,903
------------------------------------------------------------------------------------------------------------------------
Net Loss - (1,371,556) - (1,371,556) (1,371,556)
Foreign currency translation, net of tax - (4,542) (4,542) - (4,542)
Comprehensive income - (1,376,098) - - -
Proceeds on issue of shares 3,477,719 - - - 3,477,719
------------------------------------------------------------------------------------------------------------------------
Balance, October 31, 1999 8,721,039 - 5,380 (6,198,895) 2,527,524
------------------------------------------------------------------------------------------------------------------------
Net loss - (984,238) - (984,238) (984,238)
Foreign currency translation, net of tax - - - - -
Comprehensive income - (984,238) - - -
Proceeds on issue of shares 1,313,918 - - - 1,313,918
------------------------------------------------------------------------------------------------------------------------
Balance, April 30, 2000 10,034,957 - 5,380 (7,183,133) 2,857,204
------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
The accompanying unaudited consolidated condensed financial statements of
Radiant Energy Corporation (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation of the results for the interim period ended April 30,
2000, have been included. Operating results for the six-month period ended April
30, 2000, are not necessarily indicative of the results that may be expected for
the full year. For further information, refer to the consolidated financial
statements and the notes to consolidated financial statements included in the
Company's Form 10-SB as filed with the Securities and Exchange Commission, on
June xx, 2000 Amendment No. 1 to which are incorporated herein by reference. All
capitalized terms used in these notes to consolidated condensed financial
statements that are not defined herein have the meanings given to them in such
consolidated condensed financial statements and notes to consolidated condensed
financial statements.
All material intercompany balances and transactions have been eliminated.
<PAGE>
Following is information about the computation of earnings per share data for
the periods ended April 30, 2000 and April 30, 1999
<TABLE>
<S> <C> <C> <C>
Per-Share
Numerator Denominator Amounts
Six months Ended April 30, 2000
Net loss $(984,238)
Basic and diluted earnings per share,
Income available to common shareholders $(984,238) 12,692,351 $(0.08)
---------- ---------- -------
Six months Ended April 30, 1999
Net loss $(622,801)
Basic and diluted earnings per share,
Income available to common shareholders $(622,801) 8,161,066 $(0.08)
---------- --------- -------
</TABLE>
At April 30, 2000 options for the purchase of 1,116,551 shares were outstanding
and at April 30, 2000 the Company had 7% secured convertible debentures
outstanding that were convertible to 349,492 shares. At April 30, 1999 options
to purchase 995,883 were outstanding and at April 30, 1999 the Company had 6%
secured convertible debentures outstanding that were convertible to 105,840
shares. The options and shares to be issued on conversion of convertible
debentures were not included in the computation of diluted earnings per share
for April 30, 2000 and April 30, 1999 as their inclusion would have an
anti-dilutive impact as a result of losses being reported for these periods.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD LOOKING STATEMENTS.
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements. For this purpose, any statements
that are not statements relating to historical facts may be considered
forward-looking statements. Without limiting the foregoing, the words
"believes," "anticipates, "Plans," "expects," and similar expressions are
intended to identify forward-looking statements. In addition, forward looking
statements include, but are not limited to, statements regarding future
financing needs, future revenues, future profitability and factors affecting
future liquidity. A number of important factors could cause the Company's actual
results to differ materially from those indicated in the forward-looking
statements in this discussion. Reference is made to the information under the
heading "Risk Factors and Investment Considerations" under "Item 1. Description
of Business" contained in the Company's Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on February 24, 2000, which
information is incorporated herein by reference. The forward-looking statements
contained in this discussion represent the Company's judgement to update these
forward-looking statements.
The following discussions and analysis presents a review of the consolidated
condensed operating results and financial condition of Radiant Energy
Corporation (the "Company") and its subsidiary Radiant Aviation Services, Inc.
("RAS") for the six month period ended April 30, 2000 and 1999. This discussion
and analysis should be read in conjunction with the Consolidated Condensed
Financial Statements and Notes thereto contained in the Company's Registration
Statement on Form 10-SB filed February 24, 2000.
DISCUSSION OF FINANCIAL CONDITION CHANGES FROM
OCTOBER 31, 1999 TO APRIL 30, 2000
All dollar amounts referred to in the following discussion are based on the
April 30, 2000 Canadian exchange rate of $1.4801 per U.S. dollar where
applicable.
Reference is made to the discussions under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in the
Company's Registration Statement on Form 10-SB As filed with the SEC on February
24, 2000, which is incorporated herein by reference. The following discussion
reflects changes since that discussion.
LIQUIDITY AND CAPITAL RESOURCES
During the six month period ended April 30, 2000, the Company's working capital
decreased from $2,325,000 to $2,241,000, primarily as a result of continuing
operating losses that were largely offset by financing activities. During that
period, deposits and prepaid expenses decreased from $1,203,316 to $24,412.
Deposit and prepaid expenses at October 31, 1999 included deposits with
suppliers of $1,152,000, which decreased to nil as a result of the completion of
the InfraTek(R) 2000 System at the Newark International Airport and without the
commencement of any new installations. Management expects that cash on hand and
funds from operations will be sufficient to meet reasonably foreseeable minimum
working capital, capital expenditures and rental requirements for approximately
the next ten to twelve months. There is no assurance that assumed levels of
revenues and expenses will prove to be accurate. Unless the Company is able to
secure additional sales during the period, the Company will need to secure
additional financing in order to fund its continuing operations. Based on the
Company's low sales and revenues to date, it currently anticipates that it will
need to raise substantial additional funds in order to continue to develop its
business.
<PAGE>
If the Company needs to obtain additional financing, financing may not be
available or on acceptable terms. Any financing obtained by the Company is
likely to involve sales of common stock or other instruments that are
exchangeable or convertible into common stock, resulting in substantial dilution
to shareholders.
During the six month period ended April 30, 2000, the Company issued common
stock as a result of conversion of its 7% convertible subordinated debentures,
exercises of incentive stock options by employees, directors and consultants,
and exercise of stock options by Boeing Capital Services Corporation. In
summary, capital stock was changed by these transactions as follows:
<TABLE>
<S> <C> <C>
Stock
Issued $
Outstanding at October 31, 1999 12,027,934 8,721,039
Issued upon conversion of 7% debentures - net of costs 603,060 432,922
Issued upon exercise of stock options 509,625 600,909
Issued upon exercise of stock options to Boeing 304,739 281,087
-----------------------------------------------------------------------------------------
Outstanding at April 30, 2000 13,445,358 10,034,957
-----------------------------------------------------------------------------------------
</TABLE>
After giving effect to these transactions, there were the following options and
convertible subordinated debentures outstanding as of April 30, 2000:
o $273,160 of 7% convertible subordinated debentures that were
convertible into 294,492 shares; -
o incentive stock options exercisable for 768,145 shares at prices
ranging from $0.78 to $4.05and total potential gross proceeds of
$1,204,346; and
o Boeing options to purchase 348,406 shares at $0.91 per share
(Boeing exercised options to purchase 110,840 of these for
$110,000 after the end of the period).
RESULTS OF OPERATIONS
During the six months ended April 30, 2000, the Company installed an InfraTek
System 2000 at the Newark International Airport. On December 20, 1999, the
system was turned over to the operator, Continental Airlines, Inc.
("Continental") to commence training and to start the process of system
integration into their de-icing operations. By the end of January, having
treated over 20 aircraft, the training and integration phase was substantially
completed. Integrated operations began on February 3, 2000. By April 30, 2000,
Continental had treated over 60 aircraft at the facility.
REVENUE
For the six months ended revenues and the costs of sales related to revenues
were as follows:
<TABLE>
<S> <C> <C> <C> <C>
Deicing
System service center Maintenance
Sales operations service Total
$ $ $ $
REVENUE
Sales 3,383,700 25,217 19,200 3,428,117
Cost of sales
Installation cost 2,911,905 - - 2,911,905
Rent - 212,300 - 212,300
Revenue participation - 2,529 - 2,529
Other cost of sales - 11,789 1,145 12,934
------------------------------------------------------------------------------------------------
Gross margin 471,795 (201,401) 18,055 288,449
------------------------------------------------------------------------------------------------
</TABLE>
During the six month period ended April 30, 2000, RAS received $3,383,700 from
the sale of the InfraTek 2000 System installed at Newark International Airport
to MDFC Equipment Leasing Corporation ("MDFC"). RAS entered into an agreement to
lease the facility back from MDFC. The Newark Facility was placed in operation
on December 20, 1999 and generated $25,217 in revenue during the period. The
Company also received $19,200 in maintenance revenue from the InfraTek system at
Rhinelander Airport in Wisconsin. The Company did not have any sales or revenues
during the six month period ended April 30, 1999.
Interest income in the first six months was $66,298 in 2000 compared to nil in
1999. The Company received interest income on its daily cash balances and from
low risk term deposits.
MARKETING EXPENSES During the six month period, the Company continued to expand
its marketing efforts. Marketing expenses in the period were $419,997 compared
to $154,348 in 1999. For the same period ended April 30, 1999, the Company
incurred costs for only one sales person for four months and limited
expenditures on general market activities such as travel and trade shows. For
the six month period ended April 30, 2000, the Company's marketing department
consisted of five individuals and incurred costs for new sales material and
travel.
GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the
first six months increased to $645,134 in 2000 from $258,298 in 1999. Staffing
levels remained constant between 2000 and 1999. The Company incurred higher
legal and accounting expenses related to the registration of its' Shares under
the Securities Exchange Act. In the six month period ended April 30, 2000, the
Company incurred additional administrative expenses for consulting fees in
connection with the Boeing financing, for consulting fees related to investor
relations and for executive search costs related to the recruitment of new
executive personnel.
RESEARCH AND PRODUCT DEVELOPMENT COSTS
For the six-month period ended April 30, 2000 research and development costs
increased to $152,859 from $82,414 in the corresponding period in 1999. The
increase in research and development costs in the current period resulted from
the engagement of an independent aviation consultant to conduct comparative
tests of the InfraTek treatment with conventional deicing methods with respect
to refreezing on aerodynamically quiet areas of aircraft wings. The Company also
continued research on optional equipment that could be incorporated into the
system.
INTEREST ON LONG-TERM DEBT
Interest expense for the six months ended April 30, 2000 decreased to $4,735
from $15,846 in 1999. Interest expense in 1999 related to the 6% debentures,
which were converted in October 1999, and the 9% secured loan that was retired
in May 1999. Interest expense for the three months ended April 30, 2000 included
a reversal of accrued interest equal to $9,971 on the 7% convertible debentures
that were converted in the period.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization for the six month ended April 30, 2000 increased
to $116,260 from $109,806 in 1999. The increase primarily resulted from
amortization of the costs related to the issuance of the 7% debenture.
PROVISION FOR INCOME TAX
At October 31, 1999, the Company has Canadian non-capital losses of
approximately $427,000 and net operating losses of approximately $5,316,000 for
tax purposes in the United States. For the six months ended April 30, 2000, the
Canadian non-capital losses incurred in the period were approximately $180,000
and the net operating losses incurred in the United States in the period were
approximately $785,000. These losses may be carried forward to reduce taxable
income in future years. The future benefit of these tax losses have not been
recorded in the financial statements.
If not utilized, the Company's cumulative Canadian losses as of April 30, 2000
will expire as follows:
2002 121,000
2003 17,000
2004 156,000
2005 133,000
2006 180,000
If not utilized, the Company's cumulative United States losses as of April 30,
2000 will expire as follows:
2009 500,000
2010 1,020,000
2011 843,000
2012 1,686,000
2013 1,267,000
2014 785,000
In addition, the Company has approximately $66,000 of cumulative costs relating
to the issues of Shares, which are deductible over the next three years. The
potential income tax benefits relating to these accumulated losses have not been
recorded in the Company's accounts.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
The following chart sets forth the securities sold by the Company
during the period covered by this report without registration of the sales
under the Securities Act of 1933.
The convertible 7% Debentures referred to in the chart were sold to
existing shareholders of the Company on May 28, 1999 in accordance with the
requirements of SEC Rule 903 and Regulation S. The issuer is a Canadian
corporation. The 7% Debentures were sold pursuant to a rights offering that
was made exclusively to shareholders of the Company who were not U.S.
persons. At the time the offering was commenced, the Company reasonably
believed that there was no substantial U.S. market interest in either the
7% Debentures or the common stock they were convertible into. When the 7%
Debentures were converted, they were exchanged for common shares
exclusively with existing security holders of the Company and no commission
or other remuneration was paid or given directly or indirectly for
soliciting the exchange, in accordance with Section 3(a)(9) of the
Securities Act.
The options indicated below as granted under the Company's stock
option plan were granted either (a) to persons who were directors of the
Company in private transactions that were exempt under Section 4(2) of the
Securities Act, or (b) exclusively in Canada to non U.S. persons at a time
when the Company reasonably believed that there was no substantial U.S.
market interest in either the options or the common stock the options were
convertible into. The Company advised each option holder of the restricted
nature under the Securities Act of the common stock purchasable on exercise
of the options. For the foregoing reasons, the exercise of the options
granted under the Company's stock option plan was exempt from registration
under Section 4(2) of the Securities Act. Both the grant and exercise of
the options under the stock option plan were also exempt under SEC Rule
701. The options were issued under the Company's written stock option plan,
the aggregate exercise price of those options did not exceed $1,000,000
during any consecutive 12 month period, and the persons to whom options
were granted were given copies of the option plan and of the options
granted to them. The options exercised by Boeing Capital Corporation were
issued to it in a privately negotiated transaction with a single accredited
investor.
<TABLE>
<S> <C> <C> <C>
------------------------------ ---------------------------- --------------------------- ----------------------------
Date Number and Class Method of Sale Securities Act Exemption
of Securities Sold
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 01, 2000 18,957 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 01, 2000 1,826 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 02, 2000 20,000 Common shares at Exercise of options Section 4(2)
$1.72 (Cdn $2.50 per share) granted under Company Rule 701
Stock Option Plan
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 02, 2000 6,000 Common shares at Exercise of options Section 4(2)
$2.59 (Cdn $3.75 per share) granted under Company Rule 701
Stock Option Plan
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 09, 2000 128,526 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 09, 2000 69,568 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 16, 2000 34,784 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 17, 2000 1,739 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 25, 2000 5,478 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 25, 2000 2,434 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Feb. 28, 2000 434 Common shares at $.78 Conversion of 7% Debenture Section 3(a)(9)
(Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 06, 2000 1,826 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 06, 2000 5,652 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000 6,000 Common shares at Exercise of options Section 4(2)
$1.38 (Cdn $2.00 per share) granted under Company Rule 701
Stock Option Plan
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000 2,000 Common Shares at Exercise of options Section 4(2)
$1.24 (Cdn $1.80 per share) granted under Company Rule 701
Stock Option Plan
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000 3,000 Common shares at Exercise of options Section 4(2)
$2.69 (Cdn $3.90 per share) granted under Company Rule 701
Stock Option Plan
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000 1,000 Common shares at Exercise of options Section 4(2)
$.79 (Cdn $1.15 per share) granted under Company Rule 701
Stock Option Plan
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 09, 2000 17,875 Common shares at Exercise of options Section 4(2)
$1.72 (Cdn $2.50 per share) granted under Company Rule 701
Stock Option Plan
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 14, 2000 15,000 Common shares at Exercise of options Section 4(2)
$.96 (Cdn $1.40 per share) granted under Company Rule 701
Stock Option Plan
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 16, 2000 434 Common shares at $.78 Conversion of 7% Debenture Section 3(a)(9)
(Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
Mar. 23, 2000 8,696 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
April 10, 2000 29,044 Common shares $.78 Conversion of 7% Debenture Section 3(a)(9)
(Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
April 10, 2000 43,480 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
April 14, 2000 144,898 Shares at $.92 Exercise of options by Section 4(2)
(Cdn $1.35 per Share) Boeing Capital Services
Corporation
------------------------------ ---------------------------- --------------------------- ----------------------------
April 17, 2000 26,609 Common shares at Conversion of 7% Debenture Section 3(a)(9)
$.78 (Cdn $1.15 per share)
------------------------------ ---------------------------- --------------------------- ----------------------------
</TABLE>
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders
The Annual and Special meeting of shareholders was held April 27,2000
in Toronto, Canada. The stockholders voted the following matters on.
Amendments to Articles
Stockholders were asked to consider and pass a special resolution,
that:
1. the articles of the Corporation be amended as follows:
(a) the maximum number of directors of the Corporation be
increased to eleven from nine; and
(b) to provide that the directors may appoint one or more
additional directors, which directors shall hold office for a term
expiring not later then the close of the next annual meeting of
shareholders, between annual meetings of shareholders of the
Corporation provided that the total number of directors so appointed
may not exceed one-third of the number of directors elected at the
previous annual meeting of shareholders;
2. any director or officer of the Corporation, be and he is hereby
authorized and directed, for and on behalf of the Corporation, to
execute and deliver all such documents and to take all such other
actions as he may determine to be necessary or advisable to give
effect to this special resolution (including, with out limitation, the
delivery of articles of amendment in the prescribed form to the
Director appointed under the Canada Business Corporations Act), the
execution of any such document or the taking of any such action being
conclusive evidence of such determination; and
3. the board of directors may revoke this special resolution without
further approval of the shareholders at any time before it is acted
upon.
The results of the vote were 8,137,306 for and 733,380 against.
Election of Directors
The following nominees were elected as directors to secure a one year
term expiring at the next annual meeting. Daniel O. Anderson, Charles
John Chew, Michael Lupynec, John M. Marsh, Robert J. Metcalfe, Thomas
J. Motherway, Gregory G. O'Hara, Timothy P. Seel and David A.
Williams. The votes for each nominee were 8,676,055 for and 7,667
withheld.
Appointment of Auditors
The stockholders were requested to vote in respect of the
re-appointment of Ernst & Young, chartered Accountants as Auditors of
the company and authorizing the directors to fix the auditors'
remuneration. The results of vote were 8,675,011 for and 8,711
withheld.
Item 5. Other information
None.
Item 6. Exhibits and reports on Form 10-SB Amendment 1
(a) Exhibits. The following exhibits are filed as part of this report.
3(i)Articles of Incorporation
(i).3 Certificate of Amendment of Articles of Incorporation -
filed herewith.
3(ii)By-laws of the registrant. N/A
4. Instruments defining the rights of holder's including indentures.
N/A
10. Material contracts - N/A
11.0 Statement of Computation of Per Share Earnings - N/A
15.0 Letter of Unaudited Interim Financial Information - N/A
18.0 Letter re change in accounting principles - N/A
19.0 Reports furnished to security holders - N/A
22.0 Published report re matters submitted to vote - N/A
23.0 Consent of experts and Counsel - N/A
24.0 Power of attorney - N/A
27.0 Financial Data Schedule - filed herewith.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RADIANT ENERGY CORPORATION
DATED: JUNE 10, 2000 BY: s/COLIN V. F. DIGOUT
--------------------
Colin V.F. Digout
Chief Operating Officer, Chief
Financial Officer, Secretary
DATED: JUNE 10, 2000 BY: s/TIMOTHY P. SEEL
-----------------
Vice President - Engineering
<PAGE>
FINANCIAL DATA SCHEDULE
<TABLE>
<S> <C> <C>
5-02 (1) Cash and cash items 2,856,402
5-02 (2) Marketable securities -
5-02 (3) (a)(1) Notes and accounts receivable-trade 25,290
5-02 (4) Allowances for doubtful accounts -
5-02 (6) Inventory 13,912
5-02 (9) Total current assets 2,929,902
5-02 (13) Property, plant and equipment 984,266
5-02 (14) Accumulated depreciation 364,648
5-02 (18) Total assets 3,891,026
5-02 (21) Total current liabilities 688,453
5-02 (22) Bonds, mortgages and similar debt 409,767
5-02 (28) Preferred stock-mandatory redemption -
5-02 (29) Preferred stock-no mandatory redemption -
5-02 (30) Common Stock 10,034,957
5-02 (31) Other stockholders' equity (7,177,753)
5-02 (32) Total liabilities and stockholders' equity 3,891,026
5-03 (b) 1 (a) Net sale of tangible products 3,383,700
5-03 (b) 1 Total Revenue 3,428,117
5-03 (b) 2 (a) Cost of tangible goods sold 2,911,905
5-03 (b) 2 Total costs and expenses applicable to sales and revenues 3,139,668
5-03 (b) 3 Other costs and expenses 1,338,985
5-03 (b) 5 Provision for doubtful accounts and notes -
5-03 (b) (8) Interest and amortization of debt discounts 4,735
5-03 (b) (10) Income before taxes and other items (984,238)
5-03 (b) (11) Income tax expense -
5-03 (b) (14) Income/loss continuing operations (984,238)
5-03 (b) (15) Discontinues operations -
5-03 (b) (17) Extraordinary items -
5-03 (b) (18) Cumulative effect-changes in accounting principles -
5-03 (b) (19) Net income or loss (984,238)
5-03 (b) (20) Earnings per share-primary (0.08)
5-03 (b) (20) Earnings per share-fully diluted (0.08)
</TABLE>
