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, 2000 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 X No
--- ---
The number of shares outstanding of each of the Registrant's classes of common
equity, as of March 31, 2000 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, 2000 (Unaudited) and December 31, 1999 ...... 3
Statements of Operations (Unaudited):
For the three months ended March 31, 2000 and 1999 and
Cumulative from inception (February 13, 1989) through
March 31, 2000................................................ 4
Statements of Cash Flows (Unaudited):
For the three months ended March 31, 2000 and 1999 and
Cumulative from inception (February 13, 1989) through
March 31, 2000................................................ 5
Notes to Financial Statements (Unaudited)..................... 6
Item 2. Management's Discussion and Analysis or Plan of Operation .... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................. 10
Signatures.................................................... 11
2
<PAGE>
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Balance Sheets
March 31, Dec. 31,
2000 1999
---- ----
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 358 $ 8,855
--------- ---------
Total Current Assets 358 8,855
--------- ---------
TOTAL ASSETS 358 8,855
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 49,421 $ 47,104
--------- ---------
Total Liabilities 49,421 47,104
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT)
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 (112,188) (101,374)
--------- ---------
Total Stockholders' Equity (Deficit) (49,063) (38,249)
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 358 $ 8,855
========= =========
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative from
For The Three Months Ended inception
-------------------------- (Feb 13, 1989)
March 31, March 31, through
--------- --------- March 31,
2000 1999 2000
--------- --------- ---------
<S> <C> <C> <C>
Revenues $ 0 $ 0 $ 0
--------- --------- ---------
Costs and Expenses:
Legal and accounting services 4,897 3,772 81,405
Stock transfer and promotion 1,025 500 26,901
Office and postage 0 0 5,284
Amortization 0 0 1,760
Registration Fee 4,892 0 4,892
--------- --------- ---------
Total Expenses (10,814) 4,272 120,242
--------- --------- ---------
Loss from operations (10,814) (4,272) (120,242)
--------- --------- ---------
Other Income
Interest income 0 0 8,054
--------- --------- ---------
Net Loss Incurred during
Development Stage $ (10,814) $ (4,272) $(112,188)
========= ========= =========
Net Loss per common share ($ 0.03) ($ 0.01) ($ 0.35)
========= ========= =========
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RENEGADE VENTURE (NEV.) CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative from
For the Three Months Ended inception
-------------------------- (Feb.13, 1989)
March 31, March 31, through
--------- --------- March 31,
2000 1999 2000
--------- --------- ---------
Cash flow operating activities
<S> <C> <C> <C>
Net loss $ (10,814) $ (4,272) $(112,188)
Adjustments to reconcile net loss to net
cash used by operating activities:
Amortization 0 0 1,760
Increase (decrease) in
accounts payable 2,317 1,572 49,421
Net cash provided by (used In) -- -- --
operating activities (8,497) (2,700) (61,007)
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 (8,497) (2,700) 358
Cash and cash equivalents at beg. period 8,855 12,900 0
--------- --------- ---------
Cash and cash equivalents at end of period $ 358 $ 10,200 $ 358
========= ========= =========
See accompanying notes to financial statements.
5
</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.
6
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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.
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 March 31, 2000, no
common shares have been issued under the 1997 Employee Stock Compensation
Plan. On May 5, 1999, the Company issued 1,000,000 stock options to two
directors under the 1997 Compensatory Stock Option plan. The option price
is $.05 per share and the options expire May 4, 2002.
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 the first
quarter of 2000, this director charged the Company $2,598 for legal
services performed during the first quarter. During 1999 and 1998, this
director charged the Company $46,823 and $41,073, respectively, for legal
services preformed 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 the first quarter of 2000, and
the years 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 $27,000 consisting of the tax
effects of net operating loss carryforwards. As of March 31, 2000, 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, 2000, the Company has a net operating loss carryforward of
approximately $112,000 which expires between the years ended December 31,
2006 and 2015.
7
<PAGE>
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements and information
relating to Renegade 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 Renegade or its
management, are intended to identify forward-looking statements. These
statements reflect management's current view of Renegade concerning future
events and are subject to certain risks, uncertainties and assumptions,
including among many others: a general economic downturn; a downturn in the
securities markets; a general lack of interest for any reason in going public by
means of transactions involving public blank check companies; federal or state
laws or regulations having an adverse effect on blank check companies,
Securities and Exchange Commission regulations which affect trading in the
securities of "penny stocks," and other risks and uncertainties. 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. Readers should realize that
Renegade is in the development stage, with only very limited assets, and that
for Renegade to succeed requires that it either originate a successful business
(for which it lacks the funds) or acquire a successful business. Renegade's
realization of its business aims as stated herein will depend in the near future
principally on the successful completion of its acquisition of a business, as
discussed below.
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.
PLAN of OPERATION
Renegade is a blank check company whose plan of operation over the next
twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination.. Renegade 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. Management of Renegade will seek
combination candidates in the United States and other countries, as available
time and resources permit, through existing associations and by word of mouth.
This plan of operation has been adopted in order to attempt to create value for
Renegade's shareholders.
8
<PAGE>
Renegade does not intend to do any product research or development.
Renegade does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset purchase currently is
anticipated. Similarly, Renegade does not expect to add additional employees or
any full-time employees except as a result of completing a business combination,
and any such employees likely will be persons already then employed by the
company acquired.
COMPETITION. Renegade 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 Renegade, with its limited
capital, could consider. Many of these competing entities will also possess
significantly greater experience and contacts than Renegade's Management.
Moreover, Renegade also will be competing with numerous other blank check
companies for such opportunities.
EMPLOYEES. Renegade has no full-time employees, and its only employees
currently are its officers. It is not expected that Renegade will have
additional full-time or other employees except as a result of completing a
combination.
RESULTS OF OPERATIONS
FIRST QUARTER 2000. During the quarter ended March 31, 2000, the first
quarter of the year, the Company incurred a net loss of $10,814. 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.
FIRST QUARTER 1999. During the quarter ended March 31, 1999, the Company
had no revenues and incurred a net loss of $4,272. Expenses for the first
quarter of 1999 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 1999.
LIQUIDITY AND CAPITAL RESOURCES. The Company had $358 cash on hand at the
end of the first quarter. The Company has, since inception, accumulated a
deficit (net loss) of $112,188.
Renegade has no commitment for any capital expenditure and foresees none.
However, Renegade will incur routine fees and expenses incident to its reporting
duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition.
Renegade's cash requirements for the next twelve months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Securities Exchange Act of 1934 (the "Exchange Act"), which
should not exceed $10,000 in the fiscal year ending March 31, 2001. Any travel,
lodging or other expenses which may arise related to finding, investigating and
attempting to complete a combination with one or more potential acquisitions
could also amount to thousands of dollars.
Renegade's current management and its counsel have informally agreed to
continue rendering services to Renegade and to not demand payment of sums owed
unless and until Renegade completes an acquisition. The terms of any such
payment will have to be negotiated with the principals of any business acquired.
The existence and amounts of Renegade debt may make it more difficult to
complete, or prevent completion of, a desirable acquisition. In addition,
offices are provided to Renegade without charge.
Renegade will only be able to pay its future debts and meet operating
expenses by raising additional funds, acquiring a profitable company or
otherwise generating positive cash flow. As a practical matter, Renegade is
unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. Renegade believes that management members or
shareholders will loan funds to Renegade as needed for operations prior to
9
<PAGE>
completion of an acquisition. Management and the shareholders are not obligated
to provide funds to Renegade, however, and it is not certain they will always
want or be financially able to do so. Renegade shareholders and management
members who advance money to Renegade to cover operating expenses will expect to
be reimbursed, either by Renegade or by the company acquired, prior to or at the
time of completing a combination. Renegade has no intention of borrowing money
to reimburse or pay salaries to any Renegade officer, director or shareholder or
their affiliates. There currently are no plans to sell additional securities of
Renegade to raise capital, although sales of securities may be necessary to
obtain needed funds. Renegade's current management and its counsel have agreed
to continue their services to Renegade and to accrue sums owed them for services
and expenses and expect payment reimbursement only
Should existing management or shareholders refuse to advance needed funds,
however, Renegade would be forced to turn to outside parties to either loan
money to Renegade or buy Renegade securities. There is no assurance whatever
that Renegade will be able at need to raise necessary funds from outside
sources. Such a lack of funds could result in severe consequences to Renegade,
including among others:
(1) failure to make timely filings with the SEC as required by the Exchange
Act, which also probably would result in suspension of trading or quotation
in Renegade's stock and could result in fines and penalties to Renegade
under the Exchange Act;
(2) curtailing or eliminating Renegade's ability to locate and perform
suitable investigations of potential acquisitions; or
(3) inability to complete a desirable acquisition due to lack of funds to
pay legal and accounting fees and acquisition-related expenses.
Renegade hopes to require potential candidate companies to deposit funds
with Renegade that it can use to defray professional fees and travel, lodging
and other due diligence expenses incurred by Renegade's management related to
finding and investigating a candidate company and negotiating and consummating a
business combination. There is no assurance that any potential candidate will
agree to make such a deposit.
YEAR 2000 ISSUES
Renegade has not suffered any Y2K related problems and does not anticipate
that it will suffer any losses as a result of Y2K problems. However, if general
economic problems resulting from Y2K issues were to be severe and prolonged
(which apparently won't be the case), demand for blank check companies such as
Renegade could be reduced or eliminated for an unknown period of time. Because
Renegade regularly backs up its records and documents maintained on computer,
any computer failure should not directly cause Renegade more than a modest
inconvenience at worst.
Item 6. Exhibits and Reports on Form 8-K.
(a) EXHIBITS. Exhibit 27 - Financial Data Schedule.
(b) REPORTS ON FORM 8-K. None
10
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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 9, 2000
RENEGADE VENTURE (NEV.) CORPORATION
By /s/ Randy J. Sasaki
----------------------
Randy J. Sasaki, Chief Executive Officer
and Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 358
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 358
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 358
<CURRENT-LIABILITIES> 49,421
<BONDS> 0
320
0
<COMMON> 0
<OTHER-SE> (49,063)
<TOTAL-LIABILITY-AND-EQUITY> 358
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,814
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,814)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,814)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,246)
<EPS-BASIC> 0.03
<EPS-DILUTED> (0.03)
</TABLE>
