RENTECH INC /CO/
10KSB/A, 1996-09-09
ENGINEERING SERVICES
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                    U.S. SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D.C.  20549
 
                                 FORM 10-KSB/A
                               AMENDMENT No. ONE
 
 /X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 1995 
 / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 
 For the transition period from                    to
                                ------------------    ---------------------
 
                            Commission File No. 0-19260
 
                                 RENTECH, INC.
                (Name of small business issuer in its charter)
 
 Colorado                                                     84-0957421
 (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)
 
 1331 17th Street, Suite 720
 Denver, Colorado                                                    80202
 (Address of principal executive offices)                       (Zip Code)
 
                  Issuer's telephone number:  (303) 298-8008
 
         Securities registered under Section 12(b) of the Exchange Act:
 
 Title of each class               Name of each exchange on which registered
       None                                              None
 
        Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $.01 par value
                               (Title of Class)
 
      Check whether the issuer: (1) filed all reports required to be filed
  by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
  such shorter period that the registrant was required to file such reports),
  and  (2) has been subject to such filing requirements for the past 90 days. 
  Yes / X /.   No /   /.
 
      Check if there is no disclosure of delinquent filers in response to
  Item 405 of Regulation S-B 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.  / X / 
 
      The issuer's revenues for its most recent fiscal year were $982,633.
 
      The aggregate market value of voting stock held by nonaffiliates of the
  registrant as of September 3, 1996 was $3,113,775 based upon the average bid
  and asked prices of such stock on that date. 
 
      The number of shares outstanding of each of the issuer's classes of
  common equity, as of September 3, 1996 - common stock - 10,534,994.
 
      This amendment adds a Report of Independent Certified Public Accountants
  dated September 5, 1996. 
 
      Transitional Small Business Disclosure Format.  Yes /   /   No / X /
 
      This report consists of 3 pages, including one page constituting the
  cover page.<PAGE>
 <PAGE>
                                                 Page 2
 
                                     Signatures
 
      In accordance with the requirements of Section 13 or 15(d) of the
  Securities  Exchange Act of 1934, the registrant has duly caused this report
  to be signed on its behalf by the undersigned, thereunto duly authorized. 
 
                                     RENTECH, INC.
 
                                     (Signature)
 
                                By:  ----------------------------------
 Date:  September 5, 1996            Dennis L. Yakobson, President 
 
  <PAGE>
 <PAGE>
                                                Page 3
 
 
 
 
 Report of Independent Certified Public Accountants
 
 
 
 Stockholders and Board of Directors
 Rentech, Inc.
 Denver, Colorado
 
 We have audited the accompanying consolidated balance sheets of Rentech, Inc.
 and subsidiary (the "Company") as of December 31, 1995 and 1994, and the
 related consolidated statements of operations, stockholders' equity and cash
 flows for the years then ended.  These consolidated financial statements are
 the responsibility of the Company's management.  Our responsibility is to
 express an opinion on these consolidated financial statements based on our
 audits. 
 
 We conducted our audits in accordance with generally accepted accounting
 standards.  Those standards require that we 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.  We believe that our audits provide a
 reasonable basis for our opinion. 
 
 In our opinion, the consolidated financial statements referred to above
 present fairly, in all material respects, the financial position of the
 Company as of December 31, 1995 and 1994, and the results of their operations
 and their cash flows for the years then ended, in conformity with generally
 accepted accounting principles. 
 
 The accompanying consolidated financial statements have been prepared assuming
 that the Company will continue as a going concern.  As discussed in Note 1 to
 the consolidated financial statements, the Company has suffered recurring
 losses from operations and has a working capital deficiency that raise
 substantial doubt about its ability to continue as a going concern. 
 Management's plans in regard to these matters are also discussed in Note 1. 
 The consolidated financial statements do not include any adjustments that
 might result from the outcome of this uncertainty. 
 
 
 BDO Seidman, LLP
 
 September 5, 1996
 Denver, Colorado
 


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