U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For year ended December 31, 1997 Commission File No. 33-30476-D
RENEGADE VENTURE (NEV.) CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 84-1108499
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
90 Madison Street, Suite 707
Denver, Colorado 80206 (303) 355-3000
(Address of Principal's Executive Offices) (Registrant's Telephone No.
incl. area code)
Securities registered pursuant to
Section 12(b) of the Act: NONE
Securities registered pursuant to
Section 12(g) of the Act: Common stock,
$.001 par value
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), and (2) has been subject to
such filing requirements for at least the past 90 days.
Yes No X
Indicate by check mark if no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
Yes X No
The registrant's revenues for its most recent fiscal year were $-0-.
The aggregate market value of the 122,875 shares of common stock of the
registrant held by non-affiliates on December 31, 1997, was not
determinable.
At March 31, 1998, a total of 320,000 shares of common stock were
outstanding.
TABLE OF CONTENTS
PART I
Item 1. Description of Business........................... 2
Item 2. Description of Property........................... 7
Item 3. Legal Proceedings................................. 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters........................... 8
Item 6. Management's Discussion and Analysis or Plan of
Operation....................................... 9
Item 7. Financial Statements............................... 10
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure......... 10
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act.................................. 10
Item 10. Executive Compensation......................... 11
Item 11. Security Ownership of Certain Beneficial Owners and
Management.................................... 12
Item 12. Certain Relationships and Related Transactions. 13
PART IV
Item 13. Exhibits and Reports on Form 8-K.................. 13
Index to Financial Statements..................... 14
Financial Statements......................... F-1
PART I
Item 1. DESCRIPTION OF BUSINESS.
Background
Renegade Venture (Nev.) Corporation, a Nevada corporation ("Company"),
is in the development stage in accordance with Financial Accounting
Standards Board Standard No. 7, and is the successor by merger to
Renegade Venture Corporation, a Colorado corporation ("Renegade
Colorado"). The merger occurred effective September 22, 1997, for the sole
purpose of reincorporating the Company from the State of Colorado to the
State of Nevada. The Company has not been operational, other than
occasionally searching for a business or venture to acquire, as described
below, or had revenues other than interest income since its inception. On
May 4, 1990, the Company completed a small public offering of its
securities made pursuant to a registration statement of Form S-18, selling
5,000,000 of 7,500,000 units offered, at the price of $.02 per unit. In this
offering the Company realized net proceeds of $61,476 on gross proceeds of
$100,000 raised in the offering. Each unit sold consisted of TWO shares of
common stock of the Company, $.0001 par value, and ONE Class A
Common Stock Purchase Warrant, exercisable until December 7, 1991, at a
price of $.02 to purchase one share of common stock and one Class B
Common Stock Purchase Warrant. All of the Class A and Class B warrants
expired without having been exercised.
Current Business
The Company has no significant assets or liabilities and is in the
development stage. The Company intends to either raise funds to originate a
business or, alternatively, enter into a business combination with one or
more as yet unidentified privately held businesses. Management believes
that the Company will be attractive to privately held companies interested in
becoming publicly traded by means of a business combination with the
Company, without offering their own securities to the public. The Company
intends to pursue negotiations with qualified candidates.
The Company will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any
line of business. Management's discretion is, as a practical matter, unlimited
in the selection of a combination candidate. The Company's search
generally will be directed toward small to medium-sized companies. The
Company has not entered into any agreement or understanding of any kind
with any person regarding a business combination.
PRE-COMBINATION ACTIVITIES. The Company's common stock is
publicly quoted on the OTC Bulletin Board, and it has insignificant assets
and liabilities. With these characteristics, management believes that the
Company will be attractive to privately held companies interested in
becoming publicly traded by means of a business combination with
the Company, without offering their own securities to the public. The
Company intends to pursue negotiations with qualified candidates after
effectiveness of this Registration Statement.
The term "business combination" (or "combination") means the result of (i)
a statutory merger or consolidation involving the Company and a privately
held business, (ii) the exchange of securities of the Company for the assets
or outstanding equity securities of a privately held business, (iii) the
merger or consolidation of a privately held business into or with a wholly
owned subsidiary of the Company formed for that purpose, (iv) the sale of
securities of the Company for cash or other value to a business entity or
individual, and similar transactions.
A combination may be structured as a merger, consolidation, exchange of
the Company's Common Stock for assets or the outstanding stock of the
business acquired, sale of Common Stock for cash, or any other form which
will result in the combined entity being a publicly held corporation. A sale
of Common Stock for cash or an exchange of Common Stock for assets or
stock may be made to an individual or a business entity. It is not likely
that any proposed combination will be subject to the approval of the Company's
shareholders. Pending negotiation and consummation of a combination, the
Company anticipates that it will have no business activities or sources of
revenues and will incur no significant expenses or liabilities other than
expenses related to this Registration Statement or to the negotiation of a
combination.
The Company will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any
line of business, including service, finance, mining, manufacturing, real
estate, oil and gas, distribution, transportation, medical, communications,
high technology, biotechnology or any other. Management's discretion is,
as a practical matter, unlimited in the selection of a combination candidate.
The Company's search generally will be directed toward small to
medium-sized companies. Management of the Company will seek
combination candidates in the United States and other countries, as
available time permits, through existing associations and by word of mouth.
The Company also may employ the services of business brokers or other
intermediaries.
The Company has not entered into any agreement or understanding of any
kind with any person regarding a business combination. There can be no
assurance that the Company will be successful in locating a suitable
combination candidate or in concluding a business combination on terms
acceptable to the Company. The Company's Board of Directors has not
established a time limitation by which it must consummate a suitable
combination; however, if the Company is unable to consummate a suitable
combination within a reasonable period, such period to be determined at the
discretion of the Company's Board of Directors, the Board of Directors will
probably recommend its liquidation and dissolution.
The Company will participate in a business combination only after the
negotiation and execution of a written agreement. Although the terms of
any such agreement cannot be predicted, such agreements generally provide
for representations and warranties by the various parties thereto, conditions
of closing, post-closing covenants and restrictions, reciprocal indemnities,
remedies upon default and other terms. As a general matter, management
anticipates that the Company will enter into a letter of intent with the
management, principals or owners of a prospective combination candidate.
Such a letter of intent will set forth the terms of the proposed acquisition
but will not bind the Company to consummate it. Execution of a letter of
intent will by no means indicate that consummation of a combination is
probable. The Company will not be bound unless and until it executes a
definitive agreement concerning the combination, as described in this
paragraph, and then only if the Company has no contractual right to
terminate the agreement on specified grounds.
COMBINATION SUITABILITY STANDARDS. The Company will
generally seek to avoid companies whose business appears to be
fad-oriented or otherwise incapable of sustained long-term growth. In
seeking combination candidates, management anticipates that the most
desirable combination candidates will possess the following attributes:
1. Strong operating revenues, or in the process of launching a business
where contracts, purchase orders or other existing relationships are
expected to generate strong revenues.
2. Experienced management in place or ready to joint the management
team.
Management also may consider any or all of the following factors, among
other possible factors, no one of which will be determinative:
3. If the candidate is an operating company, its financial track record.
4. The candidate's economic prospects, such as potential for significant
growth in revenues and earnings, proprietary technology and rights,
strength of marketing concept and size of potential market.
5. The candidate's capital requirements in light of its access to
expansion capital.
6. Special risks associated with the candidate and its industry or
industry segment.
7. Perceived desirability of the candidate (or its industry or industry
segment) or its product(s) to investors and investment bankers in
the public capital markets.
8. Current and potential future competition.
Prior to consummation of any combination (other than a mere sale by the
Company of controlling interest in its outstanding stock) the Company will
require that the business to be combined provide the Company at the least
with an audited balance sheet as of the most recent fiscal year end and
statements of operations, cash flows and changes in stockholders' equity for
the two most recent fiscal years, audited by certified public accountants
acceptable to the Company's management. Such financial statements must
be adequate to satisfy the Company's reporting obligations under Section
15(d) or 13 of the Exchange Act. Following consummation of a
combination, the Company will file a current report on Form 8-K with
the Commission which discloses among other things the date and manner of
the combination, the assets and consideration involved, the identity of the
person or persons from whom the assets or other property was acquired,
changes in management and biographies of the new officers and directors,
principal shareholders following the combination, and will provide, if
required, the financial statements referenced above.
POST-COMBINATION ACTIVITIES. Following consummation of a
combination, the Company anticipates that control of the Company will
change as a result of the issuance of additional Common Stock to the
shareholders of the business(es) acquired in the combination. Once such
control has been assumed, it is likely that the new controlling shareholders
will call a meeting for the purpose of replacing the incumbent directors of
the Company with candidates of their own, and that the new directors will
then replace the incumbent officers with their own nominees. Current
management will not object to such replacements when duly made.
POTENTIAL INSIDER SALES OF STOCK. No officer, director or
affiliate of the Company currently has any intention of selling shares owned
by them in the Company to any person in connection with any business
opportunity acquired by the Company. However, no law, rule or regulation,
and no bylaw or charter provision prevents any such persons from thus
actively negotiating or consummating such a sale of their shares. Company
shareholders will not be afforded any opportunity to review or approve any
buyout of shares held by an officer, director or other affiliate, should such a
buyout occur, and shareholders generally will not be afforded a similar
opportunity to sell shares in connection with such a transaction.
USE OF CONSULTANTS. The Company has had no discussions, and has
entered into no agreements or understandings, with any consultant. The
Company's officers and directors have not in the past used any particular
consultant(s) on a regular basis and have no plan to recommend that any
particular consultant(s) be engaged by the Company on any basis. No
particular criteria regarding experience, services, term of service, or the
like has been considered or developed regarding the engagement of
consultant(s). While the Company currently has no plan to hire or engage
consultant(s) and management believes that a desirable business opportunity
can be located and acquired by management, it is possible that
management will find it necessary to hire or pay consultants on some basis
in relation to an acquisition, as discussed in the following paragraph.
ACQUISITION-RELATED COMPENSATION. It is possible that
compensation in the form of common stock, options, warrants or other
securities of the Company, cash or any combination thereof, may be paid to
various persons in connection with an acquisition by the Company. Such
persons may include officers, directors and promoters of the Company and
any of their respective affiliates, finders, consultants or other persons.
Any payments of cash would be made by the business acquired or persons
affiliated or associated with it, since the Company has no cash. It is
possible that the payment of such compensation may become a factor in any
negotiations for the Company's acquisition of a business opportunity. Any
such negotiations and compensation may present conflicts of interest
between the interests of persons seeking compensation and those of the
Company's shareholders, and there is no assurance that any such conflicts
will be resolved in favor of the Company's shareholders.
Possible Origination of a Business
The Board of Directors has left open the possibility that, instead of seeking
a business combination, the Company may instead raise funding in order to
originate an operating business, which may be in any industry or line of
business, and could involve the Company's origination of a start-up
business, purchase and development of a business already originated
by third parties, joint venture of a new or existing business, or take any
other lawful form. The Company remains convinced of the commercial
potential of the Internet for those willing and able to exploit the unique
properties of the Internet as a new communications medium and
commercial forum. While management remains open to opportunities that
appear for the Company to inexpensively enter Internet commerce, other
areas of business will be given fair consideration as well. It is also
possible that the Company may engage in one or more combinations, as discussed
above, and originate a business in addition. Potential shareholders
should consider that management has the widest possible discretion in
choosing a business direction for the Company.
Any funds needed to originate and develop a business would almost
certainly be raised from the sale of the Company's securities, since the
Company lacks the creditworthiness to obtain a loan. Management does not
believe that the principal shareholders, directors or executive officers of
the Company would be willing to guarantee any debt taken on, and obtaining a
loan without personal guarantees is unlikely. Capital could possibly be
raised from the sale of debt instruments convertible into common stock
upon the occurrence of certain defined events, but no such funding has been
offered. The Company has no current plans to offer or sell its securities, but
would be agreeable do so if a worthy business opportunity presents itself
and adequate funding then appears to be available.
No Investment Company Act Regulation
Prior to completing a combination, the Company will not engage in the
business of investing or reinvesting in, or owning, holding or trading in
securities, or otherwise engaging in activities which would cause it to be
classified as an "investment company" under the 1940 Act. To avoid
becoming an investment company, not more than 40% of the value of the
Company's assets (excluding government securities and cash and cash
equivalents) may consist of "investment securities," which is defined to
include all securities other than U.S. government securities and securities of
majority-owned subsidiaries. Because the Company will not own less than a
majority of any assets or business acquired, it will not be regulated as an
investment company. The Company will not pursue any combination unless
it will result in the Company owning at least a majority interest in the
business acquired.
Competition
The Company will be in direct competition with many entities in its efforts
to locate suitable business opportunities. Included in the competition will be
business development companies, venture capital partnerships and
corporations, small business investment companies, venture capital affiliates
of industrial and financial companies, broker-dealers and investment
bankers, management and management consultant firms and private
individual investors. Most of these entities will possess greater financial
resources and will be able to assume greater risks than those which the
Company, with its limited capital, could consider. Many of these competing
entities will also possess significantly greater experience and contacts than
the Company's management. Moreover, the Company also will be
competing with numerous small public shell companies for such
opportunities.
Risk Factors
At this time the shares of the Company are speculative and involve a high
degree of risk, for the reasons following. The Company is in the
development stage with no operations or revenues, thus there are no
financial results upon which anyone may base an assessment of
its potential. No combination candidate has been identified for acquisition
by management, nor has any determination been made as to any business
for the Company to enter, and shareholders will have no meaningful voice
in any such determinations. There is no assurance that the Company will be
successful in completing a combination or originating a business,
nor that the Company will be successful or that its shares will have any
value even if a combination is completed or a business originated.
The Company's officers and directors, who serve only on a part-time basis,
have had limited experience in the business activities contemplated by the
Company, yet the Company will be solely dependent on them. The
Company lacks the funds or other incentive to hire full-time experienced
management. Each of the Company's management members has other
employment or business interests to which he devotes his primary attention
and will continue to do so, devoting time to the Company only on an
as-needed basis. Moreover, members of management are involved in other
companies also seeking to engage in a combination, and conflicts of interest
could arise in the event they come across a desirable combination
candidate. No assurance exists that all or any such conflicts will be resolved
in favor of the Company.
After completion of a combination, the current shareholders of the
Company may experience severe dilution of their ownership due to the
issuance of shares in the combination. Any combination effected by the
Company almost certainly will require its existing management and board
members to resign, thus shareholders have no way of knowing what
persons ultimately will direct the Company and may not have an effective
voice in their selection.
Employees
The only employees of the Company currently are its officers, none of
which provide full time services to the Company. It is not expected that the
Company will have or need additional employees except as a result of
completing a combination or originating a business which requires the
hiring of employees.
Conflicts of Interest
Certain officers and directors of the Company are affiliated with other
companies having a similar business plan to that of the Company
("affiliated companies") which may compete directly or indirectly with the
Company for combination candidates. The Company has not
identified a specific business area, industry or industry segment in which it
will seek combination candidates. The Company has made a determination
that it will not concentrate its search for combination candidates in any
particular business, industry or industry segment, since any such
concentration is potentially limiting and confers no advantage to the
Company. Certain specific conflicts of interest may include those discussed
below.
1. The interests of any affiliated companies from time to time may be
inconsistent in some respects with the interests of the Company. The nature
of these conflicts of interest may vary. There may be circumstances in
which an affiliated company may take advantage of an opportunity that
might be suitable for the Company. Although there can be no assurance
that conflicts of interest will not arise or that resolutions of any such
conflicts will be made in a manner most favorable to the Company and its
shareholders, the officers and directors of the Company have a fiduciary
responsibility to the Company and its shareholders and, therefore, must
adhere to a standard of good faith and integrity in their dealings with and
for the Company and its shareholders.
2. The officers and directors of the Company serve as officers and/or
directors of one or more affiliated companies and may serve as officers and
directors of other affiliated companies in the future. The Company's
officers and directors are required to devote only so much of their time to
the Company's affairs as they deem appropriate, in their discretion.
As a result, the Company's officers and directors may have conflicts of
interest in allocating their management time, services, and functions among
the Company and any current and future affiliated companies which they
may serve, as well as any other business ventures in which they are or may
become involved.
3. The affiliated companies may compete directly or indirectly with that
of the Company for the acquisition of available, desirable combination
candidates. Such conflicts are not expected to be resolved through
arm's-length negotiation, but rather in the discretion of management
members. While any such resolution will be made with due regard to the
fiduciary duty owed to the Company and its shareholders, there can be no
assurance that all potential conflicts can be resolved in a manner most
favorable to the Company as if no conflicts existed. Members of the
Company's management who also are members of management of another
affiliated company will also owe the same fiduciary duty to the shareholders
of each such affiliated company. Absent factors unique to the Company or
an affiliated company which make it more or less desirable to a potential
combination candidate (such as age, name, capitalization, state of domicile,
etc.), management expects that in the event of a direct conflict, any
combination candidate will be presented to the Company and any applicable
affiliated companies in the order they were organized.
As a practical matter, such potential conflicts could be alleviated only if
each previously or contemporaneously formed affiliated company either is
not seeking a combination candidate, has already identified a combination
candidate, is seeking a combination candidate in a specifically identified
business area, or is seeking a combination candidate that would not
otherwise meet the Company's selection criteria. In general, the Company
will be given priority over subsequently formed affiliated companies with
regard to its initial acquisition of a combination candidate, assuming that it
meets the investment criteria of the Company. It is likely, however, that the
combination criteria of the Company and any affiliated companies are
virtually identical as a practical matter and that this will remain true. In
the final analysis, the Company and its shareholders ultimately must rely on
the fiduciary responsibility owed to them by the Company's officers and
directors.
Item 2. DESCRIPTION OF PROPERTY.
The Company neither owns nor leases any real estate or other properties.
The Company's offices are located in the offices of Brasher and Company,
counsel to the Company, and are provided at no charge. This arrangement
will continue until the Company raises funding to originate a business or
completes an acquisition of an operating business, in which latter event
the offices of the Company undoubtedly will be the same as those of the
acquired company.
Item 3. LEGAL PROCEEDINGS.
The Company is not involved in any threatened or pending legal
proceeding.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
REINCORPORATION MEETING
On September 18, 1997, Renegade Colorado held a special meeting of its
shareholders in Denver, Colorado. The meeting was called to seek
shareholder approval of certain actions adopted by the Board of Directors.
The meeting agenda included proposals to redomicile the Renegade
Colorado from Colorado to Nevada and to elect directors. All proposals
were approved by the shareholders.
REDOMICILIATION OF THE COMPANY
Effective September 22, 1997, Renegade Colorado was redomiciled
(reincorporated) from the State of Colorado to the State of Nevada, which
was accomplished by merging the Company into RENEGADE VENTURE
(NEV.) CORPORATION, a Nevada corporation formed and wholly owned
by Renegade Colorado for the purpose of the redomiciliation.
Renegade Venture (Nev.) Corporation is now the name of the corporation.
The redomiciliation was made for the sole purpose of changing the
Company's domicile solely within the United States. Under Rule 145(a)(2)
of the Securities Act of 1933, the redomiciliation did not involve any offer
or sale of a security. The Board of Directors adopted a Merger Agreement
on September 18, 1997, setting forth the terms of the redomiciliation, which
was approved by the shareholders at the special meeting. The merger
did not effect any change in the number of shares issued and outstanding,
and certificates evidencing stock of Renegade Colorado will, as they are
received by the Company's transfer agent, be exchanged for certificates
evidencing stock of Renegade Venture (Nev.) Corporation.
The Company has obtained a new CUSIP number for its common stock,
which is 759680 30 9. The common stock of the Company continues to be
quoted on the OTC Electronic Bulletin Board under the symbol "RDVN."
At the Company's special meeting of shareholders, the following persons
(both of whom were nominated by the Board of Directors) were elected to
the Board of Directors: Randy Sasaki and Thomas Liston. In addition, the
following proposals were approved at the annual meeting:
Votes
Votes FOR AGAINST Abstentions
1. Proposal to redomicile the Company 166,206 10,000 -0-
to Nevada
2. Election of directors
Mr. Randy Sasaki 176,206 -0- -0-
Mr. Thomas Liston 176,206 -0- -0-
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
Market Information
During the fiscal year ended December 31, 1997, the Common Shares were
quoted without price (name only) under symbol "RDVN" on the OTC
(over-the-counter) Electronic Bulletin Board operated by the National
Association of Securities Dealers, Inc., but few transactions have taken
place, and there is no market for the Common Shares at this time.
The common shares are quoted at a bid price of $.01, with no asked price.
There is unlikely to be an active market for the shares until a combination
takes place. There is no assurance that an active market will arise in the
Common Shares in the future.
Holders
The Company had approximately 51 shareholders of record as of December
31, 1997, which number may not include shareholders whose shares are
held in street or nominee names.
Dividends
The Company does not expect to pay a cash dividend upon its capital stock
in the foreseeable future. Payment of dividends in the future will depend on
the Company's earnings (if any) and its cash requirements at that time.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Background
The Company was organized for the purpose of creating a corporate vehicle
to seek, investigate and, if such investigation warrants, acquire an interest
in business opportunities presented to it by persons or firms who or which
desire to employ the Company's funds in their business or to seek the
perceived advantages of a publicly-held corporation. The Company will not
restrict its search to any specific business, industry or geographical
location, and the Company may participate in a business venture of virtually
any kind or nature.
Liquidity
As of December 31, 1997, the Company had accumulated a deficit (net
loss) of $83,301. The Company had assets of approximately $17,628 in
cash. Management is actively seeking to make one or more acquisitions of
privately held companies, properties or interests as described above, but has
not yet entered into any understanding, agreement or arrangement with any
person respecting such an acquisition. Whether the Company ultimately
becomes a going concern depends upon its success in finding and acquiring
a suitable private business and the success of that acquired business. The
Company has no long-term liabilities and only modest short-term liabilities
discussed below. Assets and cash available to the Company from its
Management and shareholders may not be sufficient for the Company to
carry out its business plan. Problems relating to capital resources are more
fully discussed in the paragraph below.
Results of Operations
For the year ended December 31, 1997, the Company had no revenues and
incurred a net loss of $46,246 as compared to a net loss of $5,754 for the
year ended December 31, 1996. Expenses in calendar 1997 related primarily
to miscellaneous filing fees, accounting fees and legal fees. During 1996
expenses related primarily to filing fees and accounting fees. For the year
ended December 31, 1996, the Company incurred a net loss of $5,754 as
compared to a net loss of $4,065 for the year ended December 31, 1995.
Expenses for 1995 related primarily to legal and accounting fees.
Capital Resources
The Company has no commitment for any capital expenditure and foresees
none. However, the Company will incur routine fees and expenses incident
to its reporting duties as a public company, and it will incur fees and
expenses in the event it makes or attempts to make an acquisition. As a
practical matter, the Company expects no significant operating costs other
than professional fees payable to attorneys and accountants. In regard to a
proposed acquisition, the Company intends to require the target company to
deposit with the Company a retainer which the Company can use to defray
such professional fees and costs. In this way, the Company could avoid the
need to raise funds for such expenses or becoming indebted to such
professionals. Moreover, investigation of business ventures for potential
acquisition will involve some costs, including travel, lodging, postage and
long-distance telephone charges. Management hopes, once a candidate
business venture is deemed to be appealing, to likewise secure a deposit
from the business venture to defray expenses of further investigation, such
as air travel and lodging expenses. An otherwise desirable business
venture may, however, decline to post such a deposit. In this event, such
expenses can only be covered if affiliates of the Company loan or contribute
the necessary capital to the Company (which is not assured) or if the
Company is otherwise able to raise funds from third parties.
The Company has no current intention of making a public offering of its
securities but will investigate the feasibility of raising capital in one or
more private transactions, if needed. The Company cannot assess the likelihood
of raising any such capital or of obtaining loans. No source of funding or
capital has been identified, and the Company has no credit or means to
obtain a loan.
Item 7. FINANCIAL STATEMENTS.
See index to financial statements at page 14. The financial statements begin
following that index. No supplementary financial data is required.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT.
Identification of Current Directors and Executive Officers
The persons who have served as directors and executive officers of the
Company since April 13, 1994, their ages and positions held in the
Company, are listed below. Each director will serve until the next annual
meeting of shareholders, or until their respective successors have been
elected and duly qualified. Directors serve one-year terms. Officers hold
office at the pleasure of the Board of Directors, absent any employment
agreement, of which none currently exist or are contemplated. There are no
family relationships between any director or executive officer.
Name Age Position
Randy J. Sasaki 39 Director and Chairman of the Board,
President, Chief Executive Officer,
Chief Financial Officer
John D. Brasher Jr. 46 Director
Thomas M. Liston 43 Secretary, Treasurer, Director
Biographical Information
The following is a brief account of the business experience during at least
the past five years of each person who is a director and executive officer at
the time of filing this report, indicating the principal occupation and
employment during that period, and the name and principal business of the
organization in which such occupation and employment were carried
out. None of such persons has ever devoted full time or any significant time
to the Company's business. These persons have agreed to devote only such
time to the Company's business as seems reasonable and necessary from
time to time.
RANDY J. SASAKI. Mr. Sasaki currently is the owner and director of
Pacific Consulting Group, Inc., a Nevada corporation headquartered in
Newport Beach, California, which provides business consulting services.
Formerly, he was engaged as a private consultant by JDK & Associates,
Inc., a public relations firm based in Newport Beach, California since
mid-1993. From January 1992 to mid-1993, Mr. Sasaki attended
Metropolitan State University in Denver, where he was working toward a
masters degree in finance. Since 1990 he has been an owner and director of
Ceiling Systems BV, a Netherlands company established to market and
sublicense patented technology and equipment associated with the
renovation of commercial buildings, and from 1989 to 1992, he served as
manager of Ceiling Systems, Inc., a corporation headquartered in Denver
which developed patented technology used in the renovation of commercial
building ceilings. From 1988 to 1989, Mr. Sasaki was sales manager and a
minority owner of Manhattan Corporation, a Denver-based company
engaged in the business of switching mutual funds, primarily managing
retirement plans of United Airlines pilots. In 1985, while working part-time
at Continental Airlines as a customer service representative, Mr. Sasaki
began trading futures on the New York Futures Exchange for his own
account. He and an associate were ranked 12th in the United States
during the 1986 U.S. Trading Championship sponsored by and reported
Investor's Daily on January 6, 1986, also reported in Barron's and Stocks &
Commodities. Mr. Sasaki holds a B.S. degree in Aeronautical Engineering
from Metropolitan State College in Denver, Colorado. Mr. Sasaki is a
Director and President of Proquest Capital Corporation, a company with a
business plan similar to that of the Company.
JOHN D. BRASHER JR. Mr. Brasher is an attorney engaged since
February 1988 in the practice of law in Denver, Colorado, as proprietor of
Brasher & Company and concentrates in the fields of corporate and
securities law. From February 1987 to February 1988 he practiced law as a
profit-sharing partner in the firm of Pred and Miller, Denver, Colorado,
concentrating in corporate and securities law. From August 1982 until
February 1987, Mr. Brasher practiced corporate and securities law as an
associate and later as a partner of Broadhurst, Brook, Mangham and Hardy,
of Lafayette, Louisiana. Mr. Brasher received a B.A. degree in English in
1979, and in 1982 received a law degree (J.D.), both from Louisiana State
University. He is admitted to practice in the States of Colorado and
Louisiana and is a member of the bar of the United States Supreme Court.
He is also CEO and President of Cerx Entertainment Corporation,
Champion Ventures, Inc., Cerx Venture Corporation and Rising Sun
Capital, Ltd., companies with a business plan similar to that of
the Company.
THOMAS M. LISTON. In November 1994, Mr. Liston and others formed
Visions Incorporated, a Denver company of which he is Vice President,
which engages in the development, manufacture and marketing of new
products for the law enforcement and securities industry. In 1992 and 1993,
Mr. Liston was associated with Business Appraisal Associates in Denver,
Colorado, as a real estate appraiser and financial consultant. In 1990
and 1992, Mr. Liston was a part-time salesman for Ceiling Systems, Inc. in
Denver and acted as an independent financial consultant. Mr. Liston is a
Colorado Registered Appraiser (Real Estate) and, though currently inactive,
holds securities licenses as a registered representative and registered
principal. From 1988 to 1990, Mr. Liston was manager and an owner of
Inter-Cap Investments, Inc., a securities brokerage firm in Aurora,
Colorado. Mr. Liston graduated in 1976 from Southwest Missouri State
University (Springfield, Missouri) with a B.S. degree in Business
Management.
Significant Employees
None, other than officers of the Company listed above.
Item 10. EXECUTIVE COMPENSATION.
Cash Compensation
For the year ended December 31, 1997, no executive officer received cash
compensation other than perhaps reimbursement of out-of-pocket expenses
incurred on behalf of the Company. Any such amounts were nominal.
Compensation Pursuant to Plans
No compensation was paid to executive officers pursuant to any plan
during the year just ended, and the Company has no agreement or
understanding, express or implied, with any officer or director concerning
employment or cash compensation for services.
EMPLOYEE STOCK COMPENSATION PLAN. The Company has
adopted the 1997 Employee Stock Compensation Plan for employees,
officers, directors of the Company and advisors to the Company (the "ESC
Plan"). The Company has reserved a maximum of 1,000,000 Common
Shares, after giving effect of the 1-for-100 reverse split, to be issued
upon the grant of awards under the ESC Plan. Employees will recognize
taxable income upon the grant of Common Stock equal to the fair market
value of the Common Stock on the date of the grant and the Company will
recognize a compensating deduction at such time. The ESC Plan will be
administered by the Board of Directors. No Common Stock has been
awarded under the ESC Plan.
COMPENSATORY STOCK OPTION PLAN. The Company has adopted
the 1997 Compensatory Stock Option Plan for officers, employees, directors
and advisors (the "CSO Plan"). The Company has reserved a maximum of
2,000,000 Common Shares to be issued upon the exercise of options
granted under the CSO Plan. The CSO Plan will not qualify as an "incentive
stock option" plan under Section 422A of the Internal Revenue Code of
1986, as amended. Options will be granted under the CSO Plan at exercise
prices to be determined by the Board of Directors or other CSO Plan
administrator. With respect to options granted pursuant to the CSO Plan,
optionees will not recognize taxable income upon the grant of options
granted at or in excess of fair market value. The Company will be entitled to
a compensating deduction (which it must expense) in an amount equal to
any taxable income realized by an optionee as a result of exercising the
option. The CSO Plan will be administered by the Board of Directors or a
committee of directors. No options have been granted under the CSO Plan.
Other Compensation.
None.
Compensation of Directors.
None.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 31, 1998, the stock ownership
of each officer and director of the Company, of all officers and directors of
the Company as a group, and of each person known by the Company to be a
beneficial owner of 5% or more of its Common Stock, $.001 par value per
share. Except as otherwise noted, each person listed below is the sole
beneficial owner of the shares and has sole investment and voting power as
such shares. No person listed below has any option, warrant or other right to
acquire additional securities of the Company, except as noted. The
Company had 320,000 common shares issued and outstanding as of March
31, 1998.
Amount
Name and Address of Common Stock Owned Percent of Common
of Beneficial Owner Beneficially Stock Outstanding
*Randy J. Sasaki .................. 12,500 3.9%
2439 West Coast Highway, Suite 202
Newport Beach, California 92663
*John D. Brasher Jr. .............. 25,000 7.8%
90 Madison Street
Suite 707
Denver, Colorado 80206
*Thomas Liston .................... -0- -0-
2604 South Xanadu Way
Aurora, Colorado 80014
*All directors and executive
executive officers (3 persons) ... 37,500 11.7%
Changes in Control
Management of the Company does not currently anticipate any change of
control in the management of the Company unless and until a combination
is completed.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There were no transactions, or series of transactions, for the year ended
December 31, 1997, nor are there any currently proposed transactions, or
series of transactions, to which the Company is a party, in which the amount
exceeds $60,000, and in which to the knowledge of the Company any
director, executive officer, nominee, five percent or greater shareholder,
or any member of the immediate family of any of the foregoing persons,
have or will have any direct or indirect material interest.
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibits are filed with this report, except
those indicated as having previously been filed with the Securities and
Exchange Commission and are incorporated by reference to another report,
registration statement or form. As to any shareholder of record requesting a
copy of this report, the Company will furnish any exhibit indicated in the
list below as filed with report upon payment to the Company of its expenses
in furnishing the information.
3.1 Articles of Incorporation of Renegade Venture Corporation,
incorporated by reference to Exhibit 3.1 to registration
statement on Form S-18, file No. 33-30476 dated August 11,
1989)........................................................... 1
3.2 Bylaws of Renegade Venture Corporation, incorporated by
reference to Exhibit 3.2 to registration statement on
form S-18, file No. 33-30476 dated August 11, 1989)............. 1
3.5 Amendment to Articles of Incorporation of Renegade Venture
Corporation, incorporated by reference from Exhibit 3.5
to Form 8-K dated August 16, 1996).............................. 1
3.6 Articles and Certificate of Merger dated September 18, 1997,
between Renegade Venture Corporation and Renegade Venture
(Nev.) Corporation, a Nevada corporation, with Merger
Agreement attached thereto as Exhibit A, incorporated by
reference to Exhibit 2.1 to Form 8-K dated October 2,
1997)............................................................1
3.7 Certificate of Incorporation of Renegade Venture (Nev.)
Corporation, incorporated by reference to Exhibit 3.1 to
Form 8-K dated October 2, 1997)................................. 1
3.8 Bylaws of Renegade Venture (Nev.) Corporation, incorporated by
reference to Exhibit 3.2 to Form 8-K dated October 2, 1997)..... 1
4.1 Specimen common stock certificate, incorporated by reference
to Exhibit 4.1 to registration statement of Form S-18, file
No. 33-30476 dated August 11, 1989)............................. 1
10.1 1997 Compensatory Stock Option Plan, incorporated by reference
to Exhibit 10.1 to Form 8-K dated October 2, 1997).............. 1
10.2 1997 Employee Stock Compensation Plan, incorporated by
reference to Exhibit 10.2 to Form 8-K dated October 2,
1997)........................................................... 1
1 - Incorporated by reference to another registration
statement, report or document.
2 - Includes Exhibits filed as part of this Report.
(b) Reports on Form 8-K.
A Form 8-K dated October 2, 1997 (Item 5: regarding redomiciliation
of the Company to Nevada, amendment of the stock option and stock award plans)
(c) Financial statements and supplementary data.
Index to Financial Statements
Independent Auditor's Report......................................... F-1
Balance Sheet as of December 31, 1997................................ F-2
Statements of Operations for years ended
December 31, 1997 and 1996 and from Inception
(February 13, 1989) through December 31, 1997....................... F-3
Statement of Changes in Stockholders' Equity
from Inception (February 13, 1989) through
December 31, 1997................................................... F-4
Statement of Cash Flows for years ended
December 31, 1997 and 1996 and from Inception
(February 13, 1989) through December 31, 1997....................... F-5
Summary of Significant Accounting Policies........................... F-6
Notes to Financial Statements........................................ F-6
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
To the Board of Directors
Renegade Venture Corporation
Denver, Colorado
I have audited the accompanying balance sheet of Renegade
Venture Corporation, formerly Renegade Venture (Nev.)
Corporation (a development stage company) as of December 31,
1997, and the related statements of operations, changes in
stockholders' equity (deficit) and cash flows for each of the
years ended December 31, 1997 and 1996, and the related
cumulative amounts for the period from inception (February 13,
1989) to December 31, 1997. These financial statements are the
responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit of the financial statements provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above
present fairly the financial position of Renegade Venture
Corporation as of December 31, 1997 and the results of its
operations, changes in stockholders' equity (deficit) and cash
flows for each of the years ended December 31, 1997 and 1996,
and the related cumulative amounts for the period from inception
(February 13, 1989) to December 31, 1997 in conformity with
generally accepted accounting principles.
Brian J. Wilcomb, CPA, P.C. March 17, 1998
Louisville, Colorado
RENEGADE VENTURE (NEV.) CORPORATION
(a development stage company)
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
------
CURRENT ASSETS:
Cash held by trustee $17,628
-------
TOTAL ASSETS $17,628
=======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
- ---------------------------------------------
CURRENT LIABILITIES
Accounts payable (note 2) $37,804
STOCKHOLDER'S EQUITY (DEFICIT):
Common stock (note 3), $.001 par
value, 50,000,000 shares authorized,
320,000 shares issued and
outstanding 320
Additional paid-in capital 62,805
Preferred stock (note 3), $.001 par
value, 5,000,000 shares authorized,
no shares issued or outstanding -
Deficit accumulated during
development stage (83,301)
-------
Stockholders' Equity (Deficit) (20,176)
-------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $17,628
=======
The accompanying notes are an integral part of this financial statement.
F-2
RENEGADE VENTURE (NEV.) CORPORATION
(a development stage company)
STATEMENT OF OPERATIONS
Year Ended Period From Inception
December 31, (February 13, 1989)
1997 1996 to December 31, 1997
---- ---- --------------------
REVENUE $0 $0 $0
------- ------- -------
EXPENSES:
Legal and accounting 38,408 2,480 61,198
Stock transfer and
promotion 6,571 2,141 23,752
Office and postage 1,267 1,133 4,645
Amortization - - 1,760
------- ------- -------
Total expenses 46,246 5,754 91,355
------- ------- -------
Loss from operations (46,246) (5,754) (91,355)
------- ------- -------
OTHER INCOME (EXPENSE):
Interest income - - 8,054
------- ------- -------
NET LOSS INCURRED DURING
DEVELOPMENT STAGE ($46,246) ($5,754) ($83,301)
======= ======= =======
NET LOSS PER SHARE ($0.14) ($0.02) ($0.28)
======= ======= =======
WEIGHTED AVERAGE SHARES
OUTSTANDING 320,000 320,000 297,300
======= ======= =======
DIVIDENDS DECLARED PER SHARE - - -
======= ======= =======
The accompanying notes are an integral part of this financial statement.
F-3
RENEGADE VENTURE (NEV.) CORPORATION
(a development stage company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
PERIOD FROM INCEPTION
(FEBRUARY 13, 1989)
TO DECEMBER 31, 1997
Deficit
Accumulated
Common stock During
No. of Shs Paid-in Development
(000's) Dollars Capital Stage Total
------- ------- ------- ----- -----
Issuance of common
stock, net of
issuance costs 32,000 $3,200 $59,925 $63,125
Loss for the period
from inception
(February 13, 1989)
to December 31, 1995 ($31,301) (31,301)
------ ------- ------- -------- -------
Balance -
December 31, 1995 32,000 3,200 59,925 (31,301) 31,824
Reverse stock-split
August 9, 1996 -
Cancel outstanding
shares (32,000)
Issue replacement
shares 320
Eliminate par value
August 9, 1996 59,925 (59,925)
Loss for the period
ended December
31, 1996 (5,754) (5,754)
----- ------- ------- -------- -------
Balance -
December 31, 1996 320 63,125 0 (37,055) 26,070
Reinstatement of par
value upon redomicil-
iation to Nevada (62,805) 62,805
Loss for the period
ended December
31, 1997 (46,246) (46,246)
----- ------- ------- -------- -------
Balance -
December 31, 1997 320 $320 $62,805 ($83,301) ($20,176)
===== ======= ======= ======== =======
The accompanying notes are an integral part of this financial statement.
F-4
RENEGADE VENTURE (NEV.) CORPORATION
(a development stage company)
STATEMENT OF CASH FLOWS
Year Ended Period From Inception
December 31, (February 13, 1989)
1997 1996 to December 31, 1997
---- ---- --------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss ($46,246) ($5,753) ($83,301)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization - - 1,760
Increase (decrease) in
accounts payable 36,346 1,073 37,804
------- ------- -------
Net cash used by operating
activities (9,900) (4,680) (43,737)
------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Net proceeds from issuance of
common stock 63,125
------- ------- -------
Net cash provided by
financing activities 0 0 63,125
------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES
Organization costs incurred 0 0 (1,760)
------- ------- -------
Net cash used by
investing activities 0 0 (1,760)
------- ------- -------
NET INCREASE (DECREASE)
IN CASH (9,900) (4,680) 17,628
CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 27,528 32,208 0
------- ------- -------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $17,628 $27,528 $17,628
======= ======= =======
The accompanying notes are an integral part of this financial statement.
F-5
RENEGADE VENTURE (NEV.) CORPORATION
(a development stage company)
Notes To Financial Statements
December 31, 1997
1. Summary of Significant Accounting Policies
Renegade Venture (Nev.) Corporation, formerly Renegade Venture
Corporation, (the "Company") was incorporated on February 13,
1989. The Company was formed as a Blank Check Company to obtain
funding from a public offering in order to provide a vehicle to
acquire or engage in business opportunities that management
believes have potential for profitability. Through December 31,
1997 the Company had been seeking a viable prospective
opportunity and had not engaged in any other activities.
During 1997, the Company was redomiciled as a Nevada corporation
through a merger with a newly formed Nevada corporation,
Renegade Venture (Nev.) Corporation, a wholly- owned subsidiary
of Renegade Venture Corporation.
The financial statements of the Company have been prepared on
the accrual basis. Following is a summary of significant
accounting policies.
Development stage - The Company is in the development stage, as
defined in the Statement of Financial Accounting Standards
No. 7, as revenues have not yet been generated from planned
operations.
The Company intends to continue its efforts to find a suitable
merger candidate in accordance with its original operating plan.
Cash and cash equivalents - Cash held by trustee, certificates
of deposit and checking accounts are considered cash and cash
equivalents for purposes of the statement of cash flows.
Organization costs - Certain costs incurred to set up the
Company were capitalized and amortized over five years. These
costs are fully amortized.
Income taxes - The Company accounts for income taxes under
Statement of Financial Accounting Standards No. 109 ("FASB No.
109"). Temporary differences are differences between the tax
basis of assets and liabilities and their reported amounts in
the financial statements that will result in taxable or
deductible amounts in future years. The Company's temporary
difference consists of net operating loss carryforwards.
2. Related Party Transactions
Through April 9, 1994 the Company maintained its office at the
office of the former president of the Company. No rent was ever
paid by the Company to this former president.
Bookkeeping and office management duties were performed by the
spouse of the former president of the Company. Fees of $90 to
$125 per month were paid from 1991 through March, 1994 for these
services.
F-6
2. Related Party Transactions (cont.)
Since 1994, it has maintained its office at the office of the
Company's legal counsel, who is now also a director of the
Company. No rent is charged to the company for the use of this
office space. During 1997, this director charged the Company
$35,500 for legal services performed during the year. All of
these fees are unpaid and included in accounts payable the
accompanying financial statements. The remaining balance in
accounts payable for 1996 and 1997 includes expenses incurred by
this director on behalf of the Company.
3. Common Stock Transactions
During 1989, the Company completed a public offering. The
Company sold 5,000,000 units consisting of 2 shares of $.0001
par value common stock and one Class A common stock purchase
warrant at $.02 per unit. The Class A warrants entitled the
holder to purchase one share of common stock at $.02 per share,
and receive one Class B warrant which entitled the holder to
purchase one share of common stock at $.04 per share. In
addition, the underwriter was issued warrants which entitled
them to purchase 500,000 of the public offering units discussed
above with an exercise price of $.024 per unit for a flat fee of
$50. A total of $100,050 was raised in this initial public
offering, less $37,425 in offering costs.
Prior to the initial public offering, 22,000,000 common shares
were issued to the founder and other insiders for their efforts
in setting up the Company.
During 1989, an additional 7,500,000 Class A warrants were
issued to non-affiliated individuals for $500.
All warrants discussed above, including the Class A and B and
Underwriter warrants, have since expired unexercised.
No additional shares have been issued since this initial public
offering described above.
On April 9, 1994, the majority shareholder and founder of the
Company sold 90% of his interest to an unaffiliated group.
At that time, the former officers and directors resigned and
control of the company shifted to the new majority shareholders.
Effective August 9, 1996 the Company's articles of incorporation
were amended, making several changes affecting common stock. A
reverse-stock split was approved, whereby 100 shares of the
original common stock were replaced with one share of common
stock. This action reduced the number of outstanding common
shares from 3,200,000 to 320,000. The par value of the common
stock was changed from $.0001 to no par value. What has been
reported as "Additional paid-in capital" which totalled $59,925
has been reclassified as common stock on the accompanying
balance sheet.
F-7
3. Common Stock Transactions (cont.)
The number of authorized common shares was increased from
32,000,000 to 50,000,000. Finally, the number of authorized
preferred shares was changed to 5,000,000 and the original par
value of $.10 was changed to no par value. No preferred shares
have ever been issued by the Company.
As part of the 1997 redomiciliation to Nevada (see below),
statutory par value of $.001 for both common and preferred stock
was established.
During 1996, the Company's shareholders approved the 1994
Compensatory Stock Option Plan. The plan provides for options
to purchase up to 2,000,000 shares of common stock, after the
reverse-stock split discussed above. The options give the right
to purchase common stock at "fair market value" as determined by
the Board of Directors at the date of issuance for a period of
up to five years.
During 1996, the Company's shareholders also approved the 1994
Employee Stock Compensation Plan. This plan allows for up to
1,000,000 shares of common stock, after the reverse- stock split
discussed above, to be issued to key employees, officers,
directors and certain other persons affiliated with the Company
as compensation.
As part of the 1997 redomiciliation to Nevada (see below), the
1994 plans described above were adopted and renamed the 1997
Compensatory Stock Option Plan and the 1997 Employee Stock
Compensation Plan.
As of December 31, 1997, no stock options under the 1997
Compensatory Stock Option plan, nor have any common shares of
stock under the Employee Stock Compensatory Plan been issued.
During 1997, the company redomiciled to the state of Nevada by
merging with a newly formed Nevada corporation, Renegade Venture
(Nev.) Corporation. Each share of Renegade Venture Corporation
was converted into one fully paid, non-assessable share of the
new corporation.
4. Income Taxes
Effective January 1, 1993, the Company adopted FASB No. 109,
"Accounting For Income Taxes". Under the provisions of FASB No.
109, the Company elected not to restate prior years and
determined that the cumulative effect of this accounting change
was immaterial. Additionally, adopting this change did not have
a material effect on the operating results for the year ended
December 31, 1993.
The difference between the tax basis of assets and liabilities
gives rise to a net deferred tax asset of approximately $16,000
consisting of the tax effects of net operating loss
carryforwards. As of December 31, 1997, a valuation allowance
equal to the net deferred tax asset recognized has been
recorded, as it was determined that the deferred tax asset may
never be realized.
At December 31, 1997, the Company has a net operating loss
carryforward of approximately $82,000 which expires between the
years ended December 31, 2005 and 2013.
F-8
SIGNATURES
In accordance with section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Report on Form 10-KSB to be signed on
its behalf by the undersigned, thereto duly authorized individual.
Date: April 8, 1998
RENEGADE VENTURE (NEV.) CORPORATION
/s/ Randy J. Sasaki
By...............................
Randy J. Sasaki,CEO, CFO, President
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Name Title Date
/s/ Randy J. Sasaki
.......................... CEO, CFO, President, Director April 8, 1998
Randy J. Sasaki
/s/ Thomas Liston
........................... Secretary, Director April 8, 1998
Thomas Liston
/s/ John D. Brasher Jr.
.......................... Director April 8, 1998
John D. Brasher Jr.
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
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ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-KSB.
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