SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the Transition period from ______________ to _______________
Commission file number 0-19693
RANES INTERNATIONAL HOLDING, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 87-0485320
- --------------------------------------------------------------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8360 East Via de Ventura, Bldg. L-200, Scottsdale, Arizona 85258
- --------------------------------------------------------------------------------
(Address of principal executive offices)
602-905-5579
- --------------------------------------------------------------------------------
(Issuer's telephone number)
None
- --------------------------------------------------------------------------------
(Former name, former address and
former fiscal year, if
changed since last report.)
As of July 13, 1998, the registrant had 8,226,647 shares of its common stock,
$0.001 par value, outstanding.
Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [X]
<PAGE>
RANES INTERNATIONAL HOLDING, INC.
Table of Contents
PART I FINANCIAL INFORMATION Page No.
--------
Item 1 Financial Statements
Condensed Balance Sheet................................... 3
Condensed Statement of Operations......................... 4
Condensed Statement of Cash Flows......................... 5
Notes to Condensed Financial Statements................... 6
Item 2 Plan of Operations........................................ 8
PART II OTHER INFORMATION
Item 1 Legal Proceedings......................................... 8
Item 2 Changes in Securities..................................... N/A
Item 3 Defaults upon Senior Securities........................... N/A
Item 4 Submission of Matters to a Vote of Security Holders....... N/A
Item 5 Other Information......................................... N/A
Item 6 Exhibits and Reports on Form 8-K.......................... 8
SIGNATURES............................................................ 9
2
<PAGE>
RANES INTERNATIONAL HOLDING, INC.
(A Company in the Development Stage)
Condensed Balance Sheet
June 30, 1998
(Unaudited)
Assets
Current Assets:
Cash $ -0-
Trade exchange receivable - barter 43,316
Prepaid expenses 326,000
Media products and services receivable - current portion 250,000
-----------
Total current assets 619,316
Media Products and Services Receivable - non current portion 250,000
-----------
$ 869,316
===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable:
Trade $ 182,388
Related party 118,339
Note payable 5,000
-----------
Total current liabilities 305,727
-----------
Stockholders' Equity:
Common stock, $0.001 par value, Authorized 50,000,000 shares, 8,227
issued and outstanding 8,226,647 shares
Additional paid-in capital 4,240,905
Deficit accumulated during development stage (3,685,543)
-----------
Total stockholders' equity 563,589
-----------
$ 869,316
===========
The accompanying notes are an integral part of these
condensed financial statements.
3
<PAGE>
RANES INTERNATIONAL HOLDING, INC.
(A Company in the Development Stage)
Condensed Statements of Operations
for the three and six month periods ended June 30, 1998, 1997 and 1996
and for the period from inception of development stage
(February 15, 1990) to June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
from the
Three month period Six month period inception of
Ended June 30, Ended June 30, Development
------------------------------------ ------------------------------------- stage
(February 15,
1990) to
1998 1997 1996 1998 1997 1996 June 30,1998
---------- ---------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales $ -0- $ 1,624 $ -0- $ -0- $ 1,624 $ -0- $ 1,624
Selling, general & administrative
expenses 128,875 130,144 290,967 269,756 394,597 629,253 3,687,320
---------- --------- ---------- ---------- ---------- ---------- -----------
Loss from operations (128,875) (128,520) (290,967) (269,756) (392,973) (629,253) (3,685,696)
Interest Income -0- -0- 106 -0- -0- 106 153
---------- --------- ---------- ---------- ---------- ---------- -----------
Loss before provision for income taxes (128,875) (128,520) (290,967) (269,756) (392,973) (629,147) (3,685,543)
Provision for income taxes -0- -0- -0- -0- -0- -0- -0-
---------- --------- ---------- ---------- ---------- ---------- -----------
Net Loss $ (128,875) $(128,520) $ (290,967) $ (269,756) $ (392,973) $ (629,147) $(3,685,543)
========== ========= ========== ========== ========== ========== ===========
Loss per common share $ (0.02) $ (22.76) $ (74.61) $ (0.07) $ (69.60) $ (161.32)
========== ========= ========== ========== ========== ==========
Weighted average number of common
shares outstanding 7,292,581 5,646 3,900 3,779,133 5,646 3,900
========== ========= ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
4
<PAGE>
RANES INTERNATIONAL HOLDING, INC.
(A Company in the Development Stage)
Condensed Statements of Cash Flows
for the Six month periods ended June 30, 1998, 1997 and 1996 and for the
period from inception of development stage (February 15, 1990) to June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
from the
Three month period Six month period inception of
Ended June 30, Ended June 30, Development
------------------------------------ ------------------------------------ stage
(February 15,
1990) to
1998 1997 1996 1998 1997 1996 June 30, 1998
---------- ---------- ---------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash flows from operations:
Net loss $ (128,875) $ (128,520) $ (290,861) $ (269,756) $ (392,973) $ (629,147) $ (3,685,543)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Amortization -0- -0- 25,500 -0- -0- 51,000 136,000
Write down of artwork 400,000
Common stock issued for services 300,000 400,000 1,754,355
Change in assets and liabilities:
Increase in trade exchange receivable 120 45 113 120 90 113 6,684
Increase in prepaid expenses (326,000) 2,500 (326,000) 1,875 (326,000)
Increase (decrease) in checks issued
in excess of cash in bank (22) (47)
---------- ---------- ---------- ---------- ---------- ---------- -------------
Increase in accounts payable and
accrued expenses 154,777 128,384 89,091 190,683 261,571 181,269 300,727
---------- ---------- ---------- ---------- ---------- ---------- -------------
Net cash used in operating activities -0- (91) (173,657) (5,000) (131,312) (394,530) (1,413,777)
---------- ---------- ---------- ---------- ---------- ---------- -------------
Cash flows from financing activities:
Proceeds from issuance of note 5,000 5,000
Sale and issue of common stock, net 172,590 125,000 375,796 1,408,777
Cash provided by financing activities -0- -0- 172,590 -0- 125,000 375,796 1,413,777
---------- ---------- ---------- ---------- ---------- ---------- -------------
Net increase(decrease) in cash funds -0- (91) (1,067) -0- (6,312) (18,734) -0-
Cash, beginning of period -0- 106 1,165 -0- 6,327 18,832 -0-
---------- ---------- ---------- ---------- ---------- ---------- -------------
Cash, end of period $ -0- $ 15 $ 98 $ -0- $ 15 $ 98 $ -0-
========== ========== ========== ========== ========== ========== =============
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
5
<PAGE>
RANES INTERNATIONAL HOLDING, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 1998
NOTE 1 - THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
HISTORY OF REPORTING ENTITY
Ranes International Holding, Inc. ("the Company") is a development stage company
that was incorporated under the laws of the state of Nevada in February 1990 as
Partisan Corporation. On March 10, 1995, the Company's name was changed to Bio
Fluorescent Technologies, Inc. On March 6, 1998, the Company again changed its
corporate name to Ranes International Holding, Inc. The Company was inactive
through February 1995 and prior to such time the Company had no activity other
than that of capitalization efforts.
BASIS OF PRESENTATION
The unaudited condensed financial statements and related notes have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to such rules and regulations.
The accompanying financial statements and related notes should be read in
conjunction with the audited financial statements of the company and notes
thereto, for the fiscal year ended December 31, 1997.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
LOSS PER COMMON SHARE
Loss per common share is computed by dividing the net loss by the weighted
average number of common shares outstanding during the period. Fully diluted
loss per common share is considered equal to primary loss per common share for
all periods presented.
REVERSE STOCK SPLIT AND COMPARABILITY
On January 17, 1998, the Company authorized a 1 for 100 reverse stock split.
This policy was activated on March 6, 1998, the authorized stock remained at
50,000,000 shares of common stock. In the accompanying financial statements all
figures relating to shares of stock have been restated to reflect the reverse
split as if it had occured prior to periods presented for comparison purposes.
6
<PAGE>
NOTE 2 - TRADE EXCHANGE RECEIVABLE - BARTER:
In August 1995, the Company issued 14,814 (49) shares of its common stock in
exchange for $50,000 worth of barter credit on the ITEX Retail Trade Exchange.
Management believes that they will be able to successfully utilize the barter
credit for the cost of hotels and travel over the next year.
NOTE 3 - MEDIA PRODUCTS AND SERVICES RECEIVABLE:
In October 1995, the Company issued 200,000 (667) shares of its common stock in
exchange for script writing, music scoring, radio commercial production and
radio advertising time to be received in the future valued at approximately
$500,000. Management believes that they will be able to successfully utilize the
entire balance during 1998 and 1999.
NOTE 4 - RELATED PARTY TRANSACTIONS:
The Company incurred liabilities of $51,300 for management services and expenses
for the three month period ended June 30, 1998, to a related party. On March 31,
1998, the Company issued 5,000,000 shares of regulation 144 stock to the related
company in exchange for $100,000 of accrued liability. At June 30, 1998, the
Company owed the related company $118,339 which is included in accounts payable
in the accompanying financial statements.
The Company has entered into consulting agreements with individuals to help the
Company locate and bring businesses into the Company. The terms of payment is to
be the issue of shares of regulation "S-8" stock. The Company has issued
3,000,000 shares of regulation "S-8" stock during the three month period ended
June 30, 1998, some of the value is reflected as an expense and the balance as a
prepaid expense.
As of December 1, 1997, the Company has utilized the related companies executive
office and its telecommuting office facilities for the Company's office and
administration efforts. The Company had contracted with Cactus Consultants
International, Inc. to supply public relations support services and office staff
support, which ended March 31, 1998. Management is taking under advisement the
merits of extending or modifying future agreements.
DEVELOPMENT STAGE ACTIVITY AND MANAGEMENT'S PLANS
To date the Company's operations have consisted primarily of obtaining a license
for a system, assembling a management team and raising capital. From the
Company's inception through June 30, 1998, the Company's business development
costs have totaled approximately $3,686,000. These expenditures have been funded
primarily with the proceeds from the private sales of its equity securities as
well as with the issuance of its common stock in exchange for services.
The Company plans to research and gather data on companies and products that
would lend themselves to the acquisition through licensing agreements or
mergers. Companies and products will be evaluated on technology or proven sales
and operating histories which are compatible with corporate strategies.
The Company reorganized its management team in May 1996 to proceed with the
implementation of its business plan and the acquisition of compatible products
to establish the Company as an operating Company as soon as possible. As
7
<PAGE>
indicated by the name change in March 1998, the Company has changed its focus to
utilize the holding company approach with possible mergers as subsidiaries to
the Company.
The Company will need to raise additional operating capital to satisfy its
obligations and to fund other operating expenses. The Company will continue its
efforts to raise capital to fund its operations, including private placements of
its common stock. However, there is no assurance that such efforts will be
successful. Failure by the Company to obtain such additional financing would
have a material adverse effect on the Company.
ITEM 2. PLAN OF OPERATIONS
The Company is presently concentrating its efforts on becoming operational by
licensing or otherwise acquiring technologically advanced state-of-the-art
products which respond to the international market. The Company is also
exploring the possibility of acquiring other technologies, products or
businesses compatible with its goal to become operational in the shortest period
of time.
Management anticipates to make an announcement during the third quarter of 1998
of progress and possible merger or business acquisition as a result of
management's and the retained consultants efforts in searching for and
evaluating possible companies and products. As of this report date management
cannot guarantee the Company's success of any of the existing situations.
As of the date of this filing, the Company has not obtained such financing.
Failure by the Company to obtain such additional financing would have a material
adverse effect on the Company.
PART II
ITEM 1. LEGAL PROCEEDINGS
No changes in legal proceedings since the Form 10-KSB filing for the year ended
December 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
8
<PAGE>
SIGNATURES
Pursuant to the regulation requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: August 20, 1998 RANES INTERNATIONAL HOLDING, INC.
---------------------------------
(Registrant)
By: /s/ Jan J. Olivier
-------------------------------------
Jan J. Olivier, President/Director
By: /s/ Wynn J. Bott
-------------------------------------
Wynn J. Bott, Controller
9
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000881460
<NAME> RANES INTERNATIONAL HOLDING, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 293,316
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 619,316
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 869,316
<CURRENT-LIABILITIES> 305,727
<BONDS> 0
0
0
<COMMON> 8,227
<OTHER-SE> 555,362
<TOTAL-LIABILITY-AND-EQUITY> 869,316
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 269,756
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (269,756)
<INCOME-TAX> 0
<INCOME-CONTINUING> (269,756)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (269,756)
<EPS-PRIMARY> 0
<EPS-DILUTED> (.02)
</TABLE>
