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 March 31, 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. L200, Scottsdale, Arizona 85258
---------------------------------------------------------------
(Address of principal executive offices)
602-905-5579
---------------------------
(Issuer's telephone number)
Bio Fluorescent Technologies, Inc.
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
As of May 5, 1998, the registrant had 5,221,457 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 and 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 Development Stage Company)
Condensed Balance Sheet
March 31, 1998
(Unaudited)
Assets
Current Assets:
Cash $ -0-
Trade exchange receivable - barter 43,436
Media products and services receivable - current portion 250,000
-----------
Total Current Assets 293,436
Other Assets:
Media products and services receivable -
net of current portion (Note 3) 250,000
-----------
Total Assets $ 543,436
===========
Liabilities and Stockholders Equity
Current Liabilities:
Accounts payable -
Trade $ 78,911
Related party (Note 4) 67,039
Accrued expenses or bank overdraft 22
Note payable 5,000
-----------
Total Current Liabilities 150,972
-----------
Stockholders Equity:
Common stock, $0.001 par value, 50,000,000 shares
authorized, 5,221,457 issued and outstanding 5,221
Additional paid-in capital 3,943,911
Deficit accumulated during the development stage (3,556,668)
-----------
Total Stockholders Equity 392,464
-----------
Total Liabilites and Stockholders Equity $ 543,436
===========
The accompanying notes are an integral part of
these condensed financial statements.
3
<PAGE>
Ranes International Holding Inc.
(A Development Stage Company)
Condensed Statements of Operations For the Three
Month periods ended March 31, 1998, 1997 and 1996
and
For the Period From Inception of Development Stage
(February 15, 1990 to March 31, 1998)
<TABLE>
<CAPTION>
Cumulative
From the
Inception of
Development
Stage
(February 15,
1998 1997 1996 1990)
---- ---- ---- -----
<S> <C> <C> <C> <C>
Sales $ -- $ -- $ -- $ 1,624
Selling, general and administrative
expenses 140,881 264,453 338,286 3,558,445
--------- --------- --------- -----------
Loss from operations (140,881) (264,453) (338,286) (3,556,821)
Interest income 153
--------- --------- --------- -----------
Loss before provision for income (140,881) (264,453) (338,286) (3,556,668)
taxes
Provision for income taxes -- -- -- --
--------- --------- --------- -----------
Net loss $(140,881) $(264,453) $(338,286) $(3,556,668)
========= ========= ========= ===========
Loss per common share (Note 1) $ (0.51) $ (4.68) $ (8.48)
========= ========= =========
Weighted average number of common
shares outstanding (Note 1) 276,915 56,457 39,909
========= ========= =========
</TABLE>
The accompanying notes are an integral part of
these condensed financial statements.
4
<PAGE>
Ranes International Holding Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Three Month Period Ended March 31, 1998, 1997 and 1996
and
For the Period from Inception of Development Stage
(February 15, 1990 to March 31, 1998)
<TABLE>
<CAPTION>
Cumulative
From the
Inception of
Development
Stage
February, 15
1998 1997 1996 1990
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $(140,881) $(264,453) $ (338,286) $(3,556,668)
Adjustments to reconcile net loss
to net cash used in operating activities:
Write down of artwork 400,000
Amortization 25,500 136,000
Common stock issued for services 100,000 1,454,355
Change in assets and liabilities:
(Increase)decrease in trade
account receivable 45 6,564
(Increase) decrease in prepaid expenses (625)
Increase in checks issued in excess
of cash in bank (25) 22
Increase(decrease) in accounts payable 35,906 133,187 92,538 145,950
--------- --------- ---------- -----------
Net cash used in operating activities (5,000) (131,221) (220,873) (1,413,777)
--------- --------- ---------- -----------
Cash flows from financing activities:
Proceeds from issuance of note 5,000 5,000
Proceeds from issuance of common
stock, net 125,000 203,206 1,408,777
--------- --------- ---------- -----------
Net increase (decrease) in cash -0- (6,221) (17,667) -0-
Cash, beginning of period -0- 6,327 18,832 -0-
--------- --------- ---------- -----------
Cash, end of period $ -0- $ 106 $ 1,165 $ -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
March 31, 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 these statements all figures relating to
shares of stock have been restated to reflect the reverse split as if it had
occur 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 $126,120 for management services and
expenses for the three month period ended March 31, 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 the accrued liability. At March
31, 1998, the Company owed the related company $67,039 which is included in
accounts payable in the accompanying financial statements.
As of March 31, 1998, the only ongoing agreement with the related company has to
do with the chief executive compensation agreement dated May 1, 1996, wherein a
company controlled by the president of the Company would bill and be compensated
for the salary of the president of the Company. This compensation amounted to
$51,300 for the three month period ended March 31, 1998.
The Company has entered into consulting agreements with individuals to locate
and help bring businesses into the Company. The terms of payment is to be by the
issue of regulation 144 stock. No payments have yet been earned under these
agreements, which are successful completion of activity oriented.
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 contracts with Cactus Consultants
International, Inc. to supply public relations support services and office staff
support ended on March 31, 1998, accruing costs of $75,120 for the three months
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 March 31, 1998, the Company's business development
costs have totaled approximately $3,557,000. 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.
7
<PAGE>
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
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.
The Company re-organized 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. Management
has added outside consultants to aid in the search for compatible companies or
products. The consultants are on a performance type of arrangement that
successful ventures are the only way for compensation.
The Company will need to raise additional operating capital to satisfy its
obligations and to fund other operating expenses of the business and to fund
possible mergers or acquisitions. 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 year ended
December 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 -- Financial Data Schedule
(b) Reports on Form 8-K
There were no Reports on Form 8-K filed during the
quarter ended March 31, 1998.
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: May 18, 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
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 293,436
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 293,436
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 543,436
<CURRENT-LIABILITIES> 150,972
<BONDS> 0
0
0
<COMMON> 5,221
<OTHER-SE> 387,243
<TOTAL-LIABILITY-AND-EQUITY> 543,436
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 140,881
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (140,881)
<INCOME-TAX> 0
<INCOME-CONTINUING> (140,881)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (140,881)
<EPS-PRIMARY> 0
<EPS-DILUTED> (.51)
</TABLE>
