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 September 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
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(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)
602-994-3513
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and
former fiscal year, if
changed since last report.)
As of November 11, 1998, the registrant had 8,426,647 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........................................ 9
PART II OTHER INFORMATION
Item 1 Legal Proceedings......................................... 9
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.......................... 9
SIGNATURES............................................................ 10
2
<PAGE>
RANES INTERNATIONAL HOLDING, INC.
(A Company in the Development Stage)
Condensed Balance Sheet
September 30, 1998
(Unaudited)
Assets
Current Assets:
Cash $ 289
Trade exchange receivable - barter -0-
Prepaid expenses 212,500
Media products and services receivable - current portion 250,000
-----------
Total current assets 462,789
Media Products and Services Receivable - non current portion 250,000
-----------
$ 712,789
===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable:
Trade $ 62,903
Related party 160,139
Note payable 5,000
-----------
Total current liabilities 228,042
-----------
Stockholders' Equity:
Common stock, $0.001 par value, Authorized 50,000,000 shares, 8,427
issued and outstanding 8,426,647 shares
Additional paid-in capital 4,340,705
Deficit accumulated during development stage (3,864,385)
-----------
Total stockholders' equity 484,747
-----------
$ 712,789
===========
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 nine month periods ended September 30, 1998, 1997 and 1996
and for the period from inception of development stage
(February 15, 1990) to September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
from the
Three month period Nine month period inception of
Ended September 30, Ended September 30, Development
------------------------------------ ------------------------------------- stage
(February 15,
1990) to
1998 1997 1996 1998 1997 1996 September 30,1998
---------- ---------- ---------- ---------- ---------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales $ -0- $ -0- $ -0- $ -0- $ 1,624 $ -0- $ 1,624
Selling, general & administrative
expenses 203,022 122,354 425,222 453,074 516,951 1,054,475 3,870,637
---------- --------- ---------- ---------- ---------- ----------- -----------
Loss from operations (203,022) (122,354) (425,222) (453,074) (515,327) (1,054,475) (3,869,013)
Interest Income 4,475 46 -0- 4,475 46 106 4,628
---------- --------- ---------- ---------- ---------- ----------- -----------
Loss before provision for income
taxes (198,547) (122,308) (425,222) (448,599) (515,281) (1,054,369) (3,864,385)
Provision for income taxes -0- -0- -0- -0- -0- -0- -0-
---------- --------- ---------- ---------- ---------- ----------- -----------
Net Loss $ (198,547) $(122,308) $ (425,222) $ (448,599) $ (515,281) $(1,054,369) $(3,864,385)
========== ========= ========== ========== ========== =========== ===========
Loss per common share $ (0.02) $ (21.66) $ (109.03) $ (0.08) $ (91.26) $ (270.35)
========== ========= ========== ========== ========== ===========
Weighted average number of common
shares outstanding 8,378,821 5,646 3,900 5,329,211 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 Nine month periods ended September 30, 1998, 1997 and 1996
and for the period from inception of development stage
(February 15, 1990) to September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Cumulative
from the
Three month period Nine month period inception of
Ended September 30, Ended September 30, Development
------------------------------------ ------------------------------------ stage
(February 15,
1990) to
1998 1997 1996 1998 1997 1996 September 30, 1998
---------- ---------- ---------- ---------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash flows from operations:
Net loss $ (198,547) $ (122,308) $ (425,222) $ (448,599) $ (515,281) $(1,054,369) $ (3,864,385)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Amortization -0- -0- 25,500 -0- -0- 76,500 187,000
Write down of artwork 400,000
Common stock issued for
services 144,000 400,000 144,000 1,753,355
Change in assets and liabilities:
Increase in trade exchange
receivable 43,316 6,196 43,436 6,286 113 -0-
Increase in prepaid expenses 37,500 (6,003) (212,500) (4,128) (212,500)
Increase (decrease) in checks
issued in excess of cash in
bank (47)
Increase in accounts payable
and accrued expenses 18,020 116,097 (218,231) 112,999 377,668 (36,602) 223,042
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net cash used in operating
activities (99,711) (15) (479,956) (104,711) (131,327) (874,486) (1,513,488)
---------- ---------- ---------- ---------- ---------- ---------- -----------
Cash flows from financing
activities:
Proceeds from issuance of note 5,000 5,000
Sale and issue of common stock,
net 100,000 590,000 100,000 125,000 965,796 1,508,777
---------- ---------- ---------- ---------- ---------- ---------- -----------
Cash provided by financing
activities 100,000 -0- 590,000 105,000 125,000 965,796 1,513,777
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase(decrease) in cash
funds 289 (15) 110,044 289 (6,327) 91,310 289
Cash, beginning of period -0- 15 98 -0- 6,327 18,832 -0-
---------- ---------- ---------- ---------- ---------- ---------- -------------
Cash, end of period $ 289 $ -0- $ 110,142 $ 289 $ -0- $ 110,142 $ 289
========== ========== ========== ========== ========== ========== =============
</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
September 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 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 has written the remaining balance of $43,316 barter credit off as
expended due to the non-availability of its uses and the non projected use in
the foreseeable future.
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, 1999 and 2000.
NOTE 4 - RELATED PARTY TRANSACTIONS:
The Company incurred liabilities of $66,300 for management services and expenses
for the three month period ended September 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 September
30, 1998, the Company owed the related company $160,139 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 by 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 issued a new three year public
relations consulting agreement with the related company effective September 1,
1998.
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 September 30, 1998, the Company's business
development costs have totaled approximately $3,871,000. 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.
8
<PAGE>
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 announcements 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
27 -- Financial Data Schedule
(b) Reports on Form 8-K
None filed during 3 month quarter ended September 30, 1998.
9
<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: November 12, 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
10
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<ARTICLE> 5
<CIK> 0000881460
<NAME> RANES INTERNATIONAL HOLDING, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 289
<SECURITIES> 0
<RECEIVABLES> 250,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 462,789
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 712,789
<CURRENT-LIABILITIES> 228,042
<BONDS> 0
0
0
<COMMON> 8,427
<OTHER-SE> 476,320
<TOTAL-LIABILITY-AND-EQUITY> 712,789
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 453,074
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (448,599)
<INCOME-TAX> 0
<INCOME-CONTINUING> (448,599)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (448,599)
<EPS-PRIMARY> 0
<EPS-DILUTED> (.02)
</TABLE>
