SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended March 31, 1999 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. Empl. Ident. No.)
incorporation or organization)
90 Madison Street, Suite 707
Denver, Colorado 80206
(Address of Principal Executive Offices) (Zip Code)
(303) 355-3000
(Registrant's Telephone Number, including Area Code)
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
The number of shares outstanding of each of the Registrant's classes of common
equity, as of March 31, 1999 are as follows:
Class of Securities Shares Outstanding
------------------- ------------------
Common Stock, $.001 par value 320,000
<PAGE>
INDEX
Page of
Report
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets:
As of March 31, 1999 (Unaudited) and December 31, 1998 ......... 3
Statements of Operations (Unaudited):
For the three months ended March 31, 1999 and 1998
and Cumulative from inception (February 13, 1989)
through March 31, 1999.......................................... 4
Comparison of quarter ended March 31, 1999
with quarter ended March 31, 1998 .............................. 5
Statements of Cash Flows (Unaudited):
For the three months ended March 31, 1999 and 1998
and Cumulative from inception (February 13, 1989)
through March 31, 1999.......................................... 6
Notes to Financial Statements (Unaudited) ...................... 7
Item 2. Management's Discussion and Analysis or Plan of Operation ...... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................... 10
Signatures ..................................................... 10
2
<PAGE>
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Balance Sheets
March 31, Dec. 31,
1999 1998
---- ----
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 10,200 $ 12,900
-------- --------
Current Assets 10,200 12,900
-------- --------
TOTAL ASSETS 10,200 12,900
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 42,645 $ 41,073
-------- --------
Total Liabilities 42,645 41,073
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
5,000,000 shares authorized, no shares issued or
outstanding -- --
Common stock, $.001 par value; 50,000,000
shares authorized, 320,000 shares issued
and outstanding 320 320
Additional paid-in capital 62,805 62,805
Deficit accumulated during the
development stage (95,570) (91,298)
-------- --------
Total Stockholders' Equity (32,445) (28,173)
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 10,200 12,900
======== ========
See accompanying notes to financial statements.
3
<PAGE>
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative from
inception
(Feb. 13, 1989)
For The Three Months Ended through
March 31, March 31, March 31,
---------------------- ---------
1999 1998 1999
---- ---- ----
Revenues $ 0 $ 0 $ 0
--------- --------- ---------
Costs and Expenses:
Legal and accounting services 3,772 2,730 71,690
Stock transfer and promotion 500 0 25,210
Office and postage 0 500 4,964
Amortization 0 0 1,760
--------- --------- ---------
Total Expenses 4,272 3,230 103,624
--------- --------- ---------
Loss from operations (4,272) (3,230) (103,624)
--------- --------- ---------
Other Income
Interest income 0 0 8,054
--------- --------- ---------
Net Loss Incurred during
Development Stage $ (4,272) $ (3,230) $ (95,570)
========= ========= =========
Net Loss per common share ($ 0.01) ($ 0.01) ($ 0.30)
========= ========= =========
Weighted average shares outstanding 320,000 320,000 320,000
========= ========= =========
Dividends declared per common
share 0 0 0
========= ========= =========
See accompanying notes to financial statements.
4
<PAGE>
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Statement of Operations
Comparison of Quarter Ended March 31, 1999
with Quarter Ended March 31, 1998
(Unaudited)
For the 1st Quarter Ended,
March 31,
-------------------------
1999 1998 Difference
---- ---- ----------
Revenue -0- -0- -0-
Cost, Expenses:
Legal and accounting $ 3,772 $ 2,730 $(1,042)
Stock transfer 500 -0- (500)
Office and postage -- 500 500
------- ------- -------
Total expenses 4,272 3,230 (1,042)
------- ------- -------
Net Loss $(4,272) $(3,230) $(1,042)
======= ======= =======
See accompanying notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative from
inception
(Feb. 13, 1989)
For The Three Months Ended through
March 31, March 31, March 31,
1999 1998 1999
---- ---- ----
Cash flow operating activities
<S> <C> <C> <C>
Net loss $ (4,272) $ (3,230) $(95,270)
Adjustments to reconcile net loss to net
cash used by operating activities: 0 0 0
Amortization 0 0 1,760
Increase (decrease) in
accounts payable 1,572 2,380 42,645
-------- -------- --------
Net cash provided by (used In)
operating activities (2,700) (850) (51,165)
Cash flow from investing activities
Organization costs incurred 0 0 (1,760)
-------- -------- --------
Cash flows from financing activities
Net proceeds from issuance of
common stock 0 0 63,125
-------- -------- --------
Net increase (decrease) in cash (2,700) (850) 10,200
Cash and cash equivalents at beg. period 12,900 17,628 0
-------- -------- --------
Cash and cash equivalents at end of period $ 10,200 $ 16,778 $ 10,200
======== ======== ========
See accompanying notes to financial statements.
6
</TABLE>
<PAGE>
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Notes To Financial Statements
March 31, 1999
1. Description of Business
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. The
Company continues to seek a viable prospective opportunity and has not engaged
in any other activity.
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.
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.
2. Summary of Significant Accounting Policies
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.
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, 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 each 100 shares of original common stock were changed into
one share of common stock. This action reduced the number of outstanding common
shares from 3,200,000 to 320,000.
The number of authorized common shares was increased after the reverse
split from 32,000,000 to 50,000,000. Finally, the number of authorized preferred
shares was changed to 5,000,000. No preferred shares have ever been issued by
the Company. Upon part of the 1997 redomiciliation to Nevada (see below),
statutory par value of $.001 for both common and preferred stock was
established.
7
<PAGE>
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 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 by the Nevada
corporation. As of September 30, 1998, 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 the 320,000 post-reverse split shares of Renegade Venture Corporation
was converted into one fully paid, non-assessable share of the Nevada
corporation.
4. Related Party Transactions
Since 1994, the Company has maintained its office at the office of the
Company's legal counsel, who is also a director of the Company. No rent is
charged to the Company for the use of this office space. During 1998 and 1997,
this director charged the Company $2,950 and $35,500, respectively, for legal
services performed during the year. All of these fees are unpaid and included in
accounts payable in the accompanying financial statements. The remaining balance
in accounts payable for 1999 and 1998 includes expenses incurred by this
director on behalf of the Company. This director does not intend to be paid for
these fees and expenses from the Company's current operating capital.
5. 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 $18,700 consisting of the tax
effects of net operating loss carryforwards. As of March 31, 1999, a valuation
allowance equal to the net deferred tax asset recognized has not been recorded,
as it was determined that the deferred tax asset may never be realized.
At March 31, 1999, the Company has a net operating loss carryforward of
approximately $95,000 which expires between the years ended December 31, 2006
and 2014.
8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
BACKGROUND. Renegade Venture Corporation was incorporated in the state of
Colorado on February 13, 1989. On September 22, 1997, it was redomiciled to the
state of Nevada by merging into its wholly owned subsidiary Renegade Venture
(Nev.) Corporation ("Company"), a Nevada corporation, which now is the name of
the Company.
The merger effected a 1:1 stock exchange, where the 320,000 outstanding
shares of common stock, no par value, of Renegade Venture Corporation were
exchanged for 320,000 shares of common stock, $.001 par value, of the Company.
The Company is in the development stage in accordance with Financial
Accounting Standards Board Standard No. 7. 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.
FORWARD LOOKING STATEMENTS. This report contains certain forward-looking
statements and information relating to the Company that are based on the beliefs
of its management as well as assumptions made by and information currently
available to its management. When used in this report, the words "anticipate",
"believe", "estimate", "expect", "intend", "plan" and similar expressions, as
they relate to the Company or its management, are intended to identify
forward-looking statements. These statements reflect management's current view
of the company with respect to future events and are subject to certain risks,
uncertainties and assumptions. Should any of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this report as anticipated,
estimated or expected. The Company's realization of its business aims will
depend in the near future principally on the successful acquisition of
operations or origination of a business as discussed below.
BUSINESS OF THE COMPANY. The Company's business is to either acquire a
small to medium-size business (or its assets) actively engaged in a business
generating revenues or having immediate prospects of generating revenues, or to
originate a business. Due to its current lack of cash, the Company intends to
acquire a business by issuing shares of the Company's stock in a merger or stock
exchange. Originating a business, on the other hand, would require sufficient
cash to launch the business, and the origination of a business may involve
starting a business from scratch or may take another form such as a joint
venture, partnership or other association with other individuals or companies.
In order to avoid becoming subject to regulation under the Investment Company
Act of 1940, as amended, the Company does not intend to enter into any
transaction involving the purchase of another corporation's stock unless the
Company can acquire at least a majority interest in that corporation.
The Company has not identified any industry, segment within an industry or
type of business, nor geographic area, in which it will concentrate its efforts,
and any assets or interest acquired or business originated may be in any
industry or location, anywhere in the world. In regard to acquisitions, the
Company will give preference to profitable companies or ventures with a
significant asset base sufficient to support a listing on a national securities
exchange or quotation on the NASDAQ Small Cap Market. There is no assurance that
the Company will be successful in acquiring or originating any business. The
Company has no operations or source of revenues and has no assets other than a
nominal amount of cash.
RESULTS OF OPERATIONS - FIRST QUARTER 1999. During the quarter ended March
31, 1999, the first quarter of the year, the Company incurred a net loss of
$4,272. Expenses for the first quarter related primarily to accounting fees,
legal fees and other costs incurred in regard to the Company's SEC filings. The
Company paid no rent or salaries during the quarter.
RESULTS OF OPERATIONS - FIRST QUARTER 1998. During the quarter ended March
31, 1998, the Company had no revenues and incurred a net loss of $3,230.
Expenses for the first quarter of 1998 related primarily to accounting fees,
legal fees and other costs incurred in regard to the Company's SEC filings.. The
Company paid no rent or salaries during the first quarter of 1998.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES. The Company had $10,200 cash on hand at
the end of the first quarter. The Company has, since inception, accumulated a
deficit (net loss) of $95,570. The Company had no other liquid assets, nor any
current plans to raise capital. 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. At this time, the Company
has no commitment for any capital expenditure and foresees none. Offices are
provided without charge to the Company. However, the Company will incur routine
fees and expenses incident to filing of periodic reports with the Securities and
Exchange Commission, 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 anticipates requiring 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, at the least 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.
The Company has no credit available to it and is unable to borrow money.
Management does not anticipate raising funds through the sale of securities or
otherwise, and it is unlikely that significant funds could be raised in a
securities offering, in any event. This inability to raise funds could
negatively affect the Company's realization of its business purpose.
Item 6. Exhibits and Reports on Form 8-K.
(a) EXHIBITS. Exhibit 27 - Financial Data Schedule.
(b) REPORTS ON FORM 8-K. None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report on Form 10-QSB to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATED: May 13, 1999
RENEGADE VENTURE (NEV.)CORPORATION
By /s/ Randy J. Sasaki
----------------------------------------
Randy J. Sasaki, Chief Executive Officer
and Chief Financial Officer
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THIS PERIOD ENDED 03/31/99 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 10,200
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,200
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,200
<CURRENT-LIABILITIES> 42,645
<BONDS> 0
0
0
<COMMON> 320
<OTHER-SE> 32,445
<TOTAL-LIABILITY-AND-EQUITY> 10,200
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,272
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,272)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,272)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,272)
<EPS-PRIMARY> 0.01
<EPS-DILUTED> (0.01)
</TABLE>
