U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Name of Small Business Issuer in its Charter)
Nevada E.I.N. 85 0206668
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7501 North 16th Street, Suite 200
Phoenix, AZ 85020
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (602) 906-1924
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Common Stock OTC Electronic Bulletin Board
Total Number of Pages: 151
Index to Exhibits Appears on Page: 25 Page: 1
Except for the historical information contained herein, the matters set
forth in this registration statement are forward looking statements within
the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward looking statements are
subject to risk and uncertainties that may cause actual results to differ
materially. These forward looking statements speak only as of the date
hereof and the Company disclaims any intent or obligation to update these
forward looking statements.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) BUSINESS DEVELOPMENT
Renaissance International Group, Ltd. ("the Company") is a Nevada
Corporation, originally organized in New Mexico in 1968. The Company moved
its domicile to Nevada in 1994. The Company's current corporate office is
located at 7501 N. 16th St., #200, Phoenix, AZ, 85020 and its telephone
number is (602) 906-1924.
The Company's predecessor, Renaissance Center, Inc., was incorporated in
September of 1996, and has had continuous operations since that date. On
July 2, 1997 Renaissance Center, Inc., a Nevada Corporation, merged with
Nuclear Corporation of New Mexico, a Nevada Corporation. The merged
company subsequently changed its name to Renaissance International Group,
Ltd. a Nevada Corporation. Nuclear Corporation of New Mexico, originally
incorporated in the state of New Mexico in December of 1968, has had
limited or no operations for at least the past 15 years. Nuclear
Corporation of New Mexico changed its domicile to Nevada in April of 1994.
The Company employs approximately 12 people. The Company's e-mail address
is RIGL@RIGL.Com. The Company maintains a web site at www.rigl.com.
(b) BUSINESS OF ISSUER
The Company's diversified operations are conducted primarily through its
three subsidiaries, Renaissance Center, Ltd., Renaissance MedTech, Ltd. and
Renaissance ASD, Ltd. The Company's operations include: (i) design and
implementation of advanced high speed, high bandwidth computerized network
solutions; (ii) design, development and implementation of asset management
and information retrieval software for the multimedia and entertainment
industry; (iii) design, development and implementation of asset management
and information retrieval software for the medical industry; (iv) physician
practice management services; (v) consultation and development of end to
end solutions including high speed, high bandwidth, advanced, fully
automated, intelligent digital
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management systems.
The digital conversion segment of the Company's operations are conducted
through two of its wholly owned subsidiaries, Renaissance Center, Ltd.
(RenCen) and Renaissance ASD, Ltd. The Company specializes in offering
analog to digital conversion of numerous material and analog information
assets. This includes but is not limited to, paper, film, video, audio,
imaging, existing legacy data, and voice information. Through various
technologies the Company is capable of introducing endless possibilities of
methods of entering data.
RENAISSANCE CENTER, LTD.
________________________
The Company's operations related to the design and implementation of asset
management software for the multimedia and entertainment industry are
conducted through its wholly owned subsidiary Renaissance Center, Ltd.
(RenCen). The primary technology is the AMIRE system (Asset Management and
Information Retrieval Environment). RenCen customizes the core AMIRE
system for use in the entertainment and multimedia fields for management
and accounting of film assets, computer effects, special effects, musical
scores, sound tracks, dialog, sound effects, computer animation, animation,
stock footage, finished film, documentary film, television broadcasts,
merchandise, and other related assets produced in the industry.
RENAISSANCE ASD, LTD.
______________________________
The Company's operations related to the design and implementation of Asset
Management and Information Retrieval Environment are conducted directly
through its wholly owned subsidiary Renaissance ASD, Ltd. The Core
Development Division of this subsidiary is responsible for the development,
deployment, management and support of the Company's primary technology
known as AMIRE system (Asset Management and Information Retrieval
Environment). This system combines the Company's advanced network
solutions with a revolutionary three dimensional object-oriented database
and graphical user interface. The system is designed as a foundation or
core, to be customized and complimented into complete information
management systems dictated by industry specific requirements.
The Company's operations related to the design and implementation of Asset
Management Environment for the medical industry are conducted directly and
through its wholly owned subsidiary Renaissance ASD, Ltd. The Medical
AMIRE Division of this subsidiary specializes in building upon the core
AMIRE system to meet the requirements and offer advanced tools to the
medical industry. The Medical AMIRE system offers management and
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accounting of complete medical and inventory records, this includes detail
patient records, insurance documentation, billing information, accounting,
imaging, MRI, X-ray, C-T scan, ultra sound, diagnosis history, drug
interaction history, prescription record, surgical notes, surgical
recordings, vital sign records, and other medical related information that
is relevant to patients and operations of medical practices. Large
databases can be created for search and reference of similar medical
scenarios on a national and international basis.
RENAISSANCE MEDTECH, LTD.
________________________
Renaissance MedTech, Ltd., (MedTech) is a physician practice management
organization which is developing an integrated health care delivery network
in selected geographic areas through affiliation with physician practices
(the "Affiliated Practices").
MedTech's primary objective is to develop and manage an integrated health
care delivery network comprised of physician practices that provide high
quality, cost-effective care. In the short to mid-term, MedTech has
targeted its primary affiliation efforts on physician practices located in
Arizona. MedTech targets physicians who are:
1. Committed to the delivery of high quality, cost-effective care;
2. Have a reputation with their patients, peers, and payors for
providing quality medical services;
3. Have the capacity to increase profitability through improved
performance on existing patient bases.
When affiliating with a physician practice, MedTech will typically purchase
the practice's non-real estate operating assets and enter into a long-term
Management Services Agreement ("MSA") with the practice in exchange for a
combination of common stock, cash, notes, and/or the assumption of
liabilities. Pursuant to the MSA, MedTech will be responsible for
providing the Affiliated Practice with necessary office facilities, medical
equipment, supplies and non-medical staff, and will plan and manage the
activities of the Affiliated Practice in all respects other than the
provision of medical services. The Affiliated Practice will be solely
responsible for the rendering of medical services.
The Company's consultation services are conducted through the Company and
its two subsidiaries, RenCen and ASD depending upon the market segment
expertise required. Consultation services encompass the medical and
multimedia/entertainment fields as well as general electronic networking,
high band width, high storage solutions.
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(c) INDUSTRY OVERVIEW AND COMPETITION
In each business segment served by the Company, there is intense
competition from established competitors, some with substantially greater
financial, engineering, manufacturing and marketing resources and greater
name recognition than the Company as well as established customer
relationships. Additionally, new competitors may seek to enter some or all
of the business segments in which the Company operates.
(d) RESEARCH AND DEVELOPMENT
Technology developments occur rapidly in the computer software and hardware
industries. While the affects of such developments are uncertain, they may
have a material adverse effect on the demand for the Company's technology.
Additionally, the asset management system is still in final development
stages and has yet to be successfully marketed. The Company's management
believes that $2.5 million will be needed to complete these processes.
Accordingly the market acceptance of this technology is unknown. The
Company's success with this technology depends on its ability to
successfully produce a reliable system and to access the market for such
technology. There can be no assurance that the Company will be able to
remain competitive or that its technology, services or products will not
become subject to obsolescence.
(e) REGULATORY BACKGROUND
Federal and state laws extensively regulate the relationships among
providers of health care services, physicians and other clinicians. These
laws include federal fraud and abuse provisions that prohibit the
solicitation, receipt, payment or offering of any direct or indirect
remuneration for the referral of patients for which reimbursement is made
under any federal or state funded health care program, or for the
recommending, leasing, arranging, ordering or providing of services covered
by such programs. States have similar laws that apply to patients covered
by private and government programs.
Federal fraud abuse laws also impose restrictions on physicians' referrals
for designated health services covered under a federal or state funded
health care program to entities with which they have financial
relationships. Various states have adopted similar laws that cover
patients in private programs as well as government programs.
There can be no assurance that the federal and state governments will not
consider additional prohibitions on physician ownership, directly or
indirectly, of facilities to which they refer patients, which could
adversely affect the Company. Violations of these laws may result in
substantial civil or criminal penalties for individuals or entities,
including large civil money penalties and
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exclusion from participation in federal or state health care programs.
Moreover, the laws of many states prohibit physicians from sharing
professional fees, or "splitting fees" with anyone other than a member of
the same profession. These laws and their interpretations vary from state
to state and are enforced in courts by regulatory agencies with broad
discretion. Expansion of the operations of the Company to certain
jurisdictions may require structural and organizational modifications to
the relationship with medical affiliates. This could adversely effect the
Company.
Although management believes its operations as currently structured are in
material compliance with existing laws, there can be no assurance that
review of the Company's business by a regulatory agency or as presented to
a court will not result in an adverse determination, or that the health
care regulatory environment will not change so as to restrict the Company's
existing operations or its expansion. Either of these developments would
adversely affect the operations of the Company.
State Laws Regarding Prohibition of Corporate Practice of Medicine
The medical affiliates are expected to be formed as professional
corporations owned by one or more physicians licensed to practice medicine
under applicable laws in states that prohibit the corporate practice of
medicine. Corporations such as the Company are not permitted under such
laws to practice medicine or exercise control over the medical judgements
or decisions of practitioners. Corporate practice of medicine laws and
their interpretations vary from state to state and are enforced in courts
by regulatory agencies with broad discretion. The Company anticipates that
it will perform only non-medical administrative services, will not
represent to the public that it offers medical services and will not
exercise influence or control over the practice of medicine by the
practitioners with whom it contracts. Changes to the operations of the
Company's form of relationship with medical affiliates in order to comply
with the medical practice laws could have an adverse effect on the Company.
Although management believes that its operations as currently structured
will be in material compliance with existing applicable laws, there can be
no assurance that the Company's structure will not be challenged as
constituting the unlicensed practice of medicine or that the enforceability
of the agreements underlying this structure will not be limited. If such
a challenge were successfully made in any state, the Company would be
subject to civil and criminal penalties and could be required to
restructure its contractual arrangements in that state. Such results, or
the inability to restructure its contractual arrangements, could have a
material adverse effect upon the Company.
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Changes in Regulation of the Delivery of and Payment for Health Care
Services.
Although Congress failed to pass comprehensive health care reform
legislation in 1996, the Company anticipates that Congress and state
legislatures will continue to review and assess alternative health care
delivery and payment systems, and may in the future propose and adopt
legislation effecting fundamental changes in the health care delivery
system. The Company cannot predict the ultimate timing, scope or effect of
any legislation concerning health care reform. Any proposed federal
legislation, if adopted, could result in significant changes in the
availability, delivery, pricing and payment for health care services and
products.
Various state agencies also have undertaken or are considering significant
health care reform initiatives. Although it is not possible to predict
whether any health care reform legislation will be adopted or, if adopted,
the exact manner and the extent to which the Company will be affected, it
is likely that the Company will be affected in some fashion, and there can
be no assurance that any health care reform legislation, if and when
adopted, would not have a material adverse affect upon the Company.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) RESULTS OF OPERATIONS
The Company currently derives its revenue from consulting services provided
by Renaissance Center, Ltd. (RenCen), a wholly owned subsidiary of the
Company. RenCen owns a proprietary technology developed by a Company
officer for the integration of equipment and components in high-tech
digital multimedia studios.
Management has recognized that recent developments in data storage and
optical transmission capabilities have greatly increased the capability to
transfer, store and retrieve data. Hierarchical communication languages
can be used to develop software applications which will make real-time
access of this information a reality as well as adding artificial
intelligence to core operating systems.
These recent developments, combined with the Company's own state of the art
proprietary technology have enabled it to look at alternative applications.
Management believes that the health services industry may provide this
alternative. This industry, though technically advanced in equipment,
relies upon out-dated record keeping and retrieval methods. The Company is
actively pursuing acquisitions and affiliations in the medical industry.
Initially it has targeted physician groups, outpatient surgical centers,
skilled nursing facilities and medical specialty organizations. It is
management's intention to continue to examine all industries for possible
applications of its proprietary
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technology as well as looking for opportunities to acquire other
synergistic technologies.
(b) STATEMENT OF EARNINGS DATA
For year ended For 3 months ended
-------------- ------------------
09/30/97 09/30/96 12/31/97 12/31/96
-------- -------- -------- --------
Revenues $36,542 $1,341 $1,582 $12,702
Gross Profit 26,000 661 1,582 12,702
Net Profit(Loss) $(1,222,646) $(27,877) $(388,436) $(262,437)
The increase in the net loss for the year ended September 30, 1997,
compared to the year ended September 30, 1996 relates to several key
components to the future success of the Company. First are the expenses
incurred associated with research and development costs related to the
Company's proprietary technology. Additional costs are due to increased
sales and marketing efforts related to the Company's proprietary
technology. Finally, the net loss increased due to the costs incurred in
securing key management personnel for both the corporate management and
development programs.
The increase in the net loss for the quarter ended December 31, 1997,
compared to the quarter ended December 31, 1996, mainly relates to the
increased costs incurred in securing key management personnel for both the
corporate management and development programs.
While research and development costs will continue, management believes
that initial contracts in the near future will begin to generate revenues
from the hardware integration and data management consulting segments of
the business. As a result, the Company does not foresee profitable
operations in the short term, but does expect revenue growth leading to
profitability on a longer-term basis. However, there can be no assurances
as to whether the Company will ever achieve profitability.
(c) BALANCE SHEET DATA
12/31/97 09/30/97 09/30/96
-------- ---------------------
Current Assets $ 2,069,828 $ 847,044 $ 9,345
Long-term Assets 288,129 272,075 13,000
---------- ---------- ---------
Total Assets 2,357,957 1,119,119 22,345
Current Liabilities 253,700 32,526 100
Stockholder's
Equity $ 2,104,257 $ 1,086,593 $ 22,245
---------- ---------- ---------
Total Liabilities
and Stockholder's
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Equity $ 2,357,957 $ 1,119,119 $ 22,345
(d) LIQUIDITY AND CAPITAL RESOURCES
The Company's current ratio was 8.2 to 1 at December 31, 1997. The
Company's current ratio was 26.0 to 1 at September 30, 1997. Cash and cash
equivalents increased $1,222,587 to $2,064,289 at December 31, 1997. Cash
and cash equivalents increased $832,358 to $841,702 at September 30, 1997.
The increase in cash and cash equivalents was primarily due to payments
received on preferred stock subscriptions offset by cash used in
operations.
The Company has successfully raised capital financing during the quarter
ended December 31, 1997, and the year ended September 30, 1997. Additional
capital will be required for the Company to fully expand its operations
into all of the markets. The amount of additional capital that may be
required is dependent upon, among other things, the expansion of existing
financial resources, and the availability of other financing on favorable
terms and future operating results. Therefore, the Company's ultimate
success may depend upon its ability to raise additional capital or debt
financing. There can be no assurance that additional capital can be raised
or obtained as needed or that the Company can ultimately fulfill its
business objectives.
The Company believes that it has adequate cash on hand to satisfy its
working capital requirements in fiscal 1998. The Company does not
anticipate paying dividends on its Common Stock in the foreseeable future.
Certain matters contained herein are forward looking statements that
involve risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Assumptions
relating to these forward looking statements involve judgments with respect
to, among other things, future economic, competitive and market conditions
and future business decisions, all of which are difficult or impossible to
predict accurately and many of which are beyond control of the Company.
(e) IMPACT OF INFLATION
The Company believes that inflation has not had a material affect on its
past business.
(f) YEAR 2000 ISSUE
Virtually all companies and organizations are devoting resources to
evaluating the "Year 2000 Issue." This critical data management problem
may have substantial financial consequences for companies throughout the
world. Most computer systems in use today were
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designed and developed over many years without regard to the impact of the
upcoming century change. Because memory was so expensive on early
mainframe computers, many programs used only two digits for the year in the
date fields. As a result many computer applications could fail completely
or create erroneous results by the year 2000, unless corrective measures
are taken.
The Company's management has addressed the extent of the problem as it
pertains to (i) the Company's data systems and (ii) the Company's
proprietary software for use by its customers.
With regard to the Company's data systems, management has determined that
the Company's data systems are functionally operable to handle four digit
date fields and that the Year 2000 Issue will not materially affect future
financial results, or cause reported financial information to necessarily
be inherently unreliable as a result of the Year 2000 Issue.
With regard to the Company's proprietary software, specifically the AMIRE
software, the Company undertook to test its application which revealed that
no modifications or replacements to significant portions of its software
will be required in order for the software to run properly after December
31, 1999. The Company has determined that it has no material exposure to
contingencies related to the Year 2000 Issue for its AMIRE product.
Management has allocated no resources specifically to the Year 2000 Issue.
Management intends to continue to review on an ongoing basis the need for
projected expenditures and uncertainties arising from this issue. This
ongoing review will consider the consequences to the Company in the event
of the need for additional expenditures or the impact on the functional
performance and the marketability of the Company's proprietary products,
such as AMIRE. However there can be no guarantee that the systems of other
companies on which the Company's systems rely will be timely identified or
converted, or that a failure to convert by another company, or a conversion
that is incompatible with the Company's systems, would not have material
adverse effect on the Company.
ITEM 3. DESCRIPTION OF PROPERTY
The Company rents 1,700 square feet of administrative offices at 7501 North
16th Street, Suite 200, Phoenix, Arizona 85020 and intends to expand into
a second facility in Phoenix to increase its square footage available for
inventory and product development. The Company also rents approximately
600 square feet of technical laboratory space at 100 Bluebell Place,
Vallejo, California 94591.
The Company has signed a lease to occupy 9,460 square feet of space located
at 2398 E. Camelback Rd., Suite 900, Phoenix, Arizona. The lease term
commences on July 1, 1998, and extends for 40 months. The initial rent due
is $23.00 per square foot. The lease renews
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on September 1, 1998, at which time the price per square foot increases
from $23.00 to $24.00. The lease term expires in September 2001, at which
time the Company will be paying $26.00 per square foot.
The Company rents a furnished apartment in the Phoenix metropolitan area
primarily for use as lodging on visits by certain of the Company's officers
and directors who do not reside in Phoenix. The Company has signed a six
month lease on the apartment. It expires in October 1998. The monthly
rent on the apartment is $912.00. Management believes that the lease of
the apartment is more economical than reimbursing the visiting officers and
directors for hotel lodging.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Title of Class Name and Address Amount and Nature % of
- -------------- of Beneficial Owner of Beneficial Owner Class
------------------- ------------------- -----
Common Stock Tennessee Webb 1,066,958 8.795%
Common Stock Michael MacKay 1,415,000 11.664%
Total of All Beneficial Owners: 2,471,958 20.459%
(b) SECURITY OWNERSHIP OF MANAGEMENT
Title of Class Name and Address Amount and Nature % of
- -------------- of Beneficial Owner of Beneficial Owner Class
------------------- ------------------- -----
Common Stock James Jones 252,500 2.081%
Common Stock William O'Neal 243,083 2.004%
Common Stock Kevin Jones 252,500 2.081%
Common Stock Richard Rice 91,000 0.750%
Common Stock Michael MacKay 1,415,000 11.664%
Common Stock John Williams 50,000 0.412%
Common Stock Walter Vogel 100,000 0.824%
Common Stock Harold Roberts 233,000 1.921%
Common Stock Tennessee Webb 1,066,958 8.795%
Common Stock Peter de Krey (1) 258,688 2.132%
Total of all Management 3,962,729 32.67%
(1) Mr. de Krey's Common Stock ownership quantity and percentage figures
include 25,000 shares of Common Stock owned by his spouse, Karen Sotomayor,
of whose shares he disclaims actual ownership or the right to assert
control.
(c) CHANGES IN CONTROL
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There are no arrangements which may result in a change in control in the
Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following are the names, positions, municipalities of residence and
relevant backgrounds of key personnel of the Company.
(a) DIRECTORS AND EXECUTIVE OFFICERS
KEVIN L. JONES (Age 42), President and Director,
Phoenix, Arizona.
1997 to Present: Renaissance International Group, Ltd.
Treasurer, Chief Financial Officer, and President.
1995 to Present: Director of Berry-Shino Securities, Inc.
1988 to 1996: Chief Financial Officer of Alanco Environmental Resources
Corporation, a Nasdaq listed public company. Mr. Jones served as
President of Alanco in 1995.
TENNESSEE WEBB (Age 54), Chairman of the Board of Directors,
Phoenix, Arizona.
1996 to Present: Renaissance International Group, Ltd., Chairman of the
Board of Directors.
1996: Digital Masters Library Corp., Phoenix, AZ. Business advisor.
1995: UMS Corp., Phoenix, AZ., Business advisor.
1994: Don Crampton & Associates, Phoenix, AZ. Business advisor.
1993: Alpha Pacific Corp., Memphis, TN. Business advisor.
Mr. Webb holds a B.Sc. from Milligan College, in Tennessee and an LLB.
from the University of Ottawa, Ottawa, Canada. He completed his
articles at the International law firm of Olsler Hoskin & Harcourt,
and was admitted to the Bar as Barrister-at-Law at Osgoode Hall,
Toronto, Canada.
MICHAEL MACKAY (Age 40), Chief Technology Officer. Santa Clara, CA.
1996 to Present: Renaissance International Group, Ltd., Chief Technology
Officer.
1992 to Present: Renaissance Center, President and Chief Technology
Officer. Founder of consulting firm operating as a virtual
corporation by incorporating a network of teams' structure. This
organization has contributed significantly to the development of high
end media projects. Associated projects include, among others: (i) GM
Hughes Electronics' Hughes Satellite Communications, Analyst under
contract to lead the team to generate the test procedures for bringing
system on line; (ii) SunUP Design Systems, design engineering
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for next generation broadcast automation system for large multichannel
installations; (iii) DiviCom, provided comparative market product
research, needs assessment and technical documentation; and (iv)
MEASAT Malaysian DBS, designed and generated request for proposal
documents for the Malaysian DBS system ASTRO MEASAT and participated
in award of contract proposal.
1989 to 1992: Sony Corp., Director of New Products and Technology at
Sony's Advanced Video Technology Center.
PETER de KREY (Age 44), Vice President of International Business
Development and Secretary.
1991 to Present: Renaissance International Group, Ltd. Vice President of
International Business Development and Secretary.
1981 to 1992: Schlumberger GmbH. Manager and Field Engineer in the United
Kingdom. Schlumberger is a high-tech service company to the oil
industry. Mr. de Krey held technical, marketing, sales and operations
management positions in six different countries.
Mr. de Krey received a Bachelors of Science in Marine Engineering from
Amsterdam Marine Engineering College in 1976. Through Schlumberger
Mr. de Krey obtained the equivalent of a Bachelor of Science in
Electrical Engineering in the United Kingdom. Mr. de Krey speaks four
languages fluently (English, Dutch, German and French).
WALTER VOGEL (Age 58), Director.
March 1998 to Present: Renaissance International Group, Ltd., Director.
1990 to Present: MC Management GmbH, Owner and President of German
management consulting firm.
HAROLD ROBERTS (Age 70), Director. Santa Fe, New Mexico.
1996 to Present: Renaissance International Group, Ltd., Director.
1996 to Present: SunRay Oil Company, a Nevada corporation, President and
Director.
1996 to Present: Candu, Inc. a Nevada corporation, Secretary, Treasurer
and Director.
1994 to Present: Verilite Aircraft Corporation, a New Mexico corporation,
President and a Director.
1955 to Present: Mr. Roberts maintains a private law practice in Santa Fe,
NM.
Mr. Roberts is a graduate of the University of Colorado Law School
where he was an editor of the Rocky Mountain Law Review. Mr. Roberts
was admitted to the Bar in New Mexico in 1955.
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JOHN WILLIAMS (Age 38), Chief Financial Officer. Phoenix, Arizona.
March 1998 to Present: Renaissance International Group, Ltd. Chief
Financial Officer.
1996 to March 1998: Bell Sports Corp., Vice President of Finance and
Controller.
1994 to 1995: MicroAge Computer Corporation, Assistant Controller.
1989 to 1994: Price Waterhouse LLP, Senior Audit Manager.
Mr. Williams is a graduate of the University of Rhode Island (B.S. in
Accounting). He became a Certified Public Accountant in 1984, and is
a Member of the Connecticut Society of Certified Public Accountants
and of the American Institute of Certified Public Accountants.
WILLIAM D. O'NEAL (Age 38), Senior Vice President, General Counsel and
Director. Phoenix, Arizona.
October 1997 to Present: Renaissance International Group, Ltd., Senior
Vice President, General Counsel and Director.
1995 to 1997: Quarles and Brady, Phoenix, AZ, Attorney at Law.
1994 to 1995: Beus, Gilbert & Morrill, Phoenix, AZ, Attorney at Law.
1993 to 1994: O'Connor Cavanaugh, Phoenix, AZ, Attorney at Law.
In 1984, Mr. O'Neal received his undergraduate degree in Professional
Music from Berklee College of Music, Boston, MA. Mr. O'Neal is a
graduate of University of Oregon School of Law, Eugene, OR. (1991).
Mr. O'Neal was admitted to the Alaska Bar in 1991 and the Arizona Bar
in 1993.
JAMES JONES (Age 26), Vice President of Finance and Investor Relations.
Phoenix, Arizona.
1996 to Present: Renaissance International Group, Ltd., Vice President of
Finance and Investor Relations.
1994 to 1996: Alanco (Beijing) Environmental Resources Technology, a
division of Alanco Environmental Resources Corporation, a Nasdaq
listed company. President. This division employed eight employees at
the time.
1991 to 1994: Alanco Environmental Resources Corporation, Director of
Investor Relations.
(b) SIGNIFICANT EMPLOYEES
RICHARD RICE, (Age 42), Director of Engineering. Mr. Rice oversees and
manages various engineering projects. Mr. Rice holds a B.S. in Electrical
Engineering from Arizona State University (1979).
(c) FAMILY RELATIONSHIPS
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James Jones is the nephew of Kevin L. Jones and he is the step-son of
Richard Rice.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There are no legal proceedings to report.
ITEM 6. EXECUTIVE COMPENSATION
(a) SUMMARY COMPENSATION TABLE
====================================================================================================
Securities
Other Restric- Underly-
Annual ted ing All
Name and Compen- Stock Options/ LTIP Other
Position Year Salary Bonus sation Award(s) SARs Payouts Compensation
(US$) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------
Tennessee Webb 1997 82,344 0 18,000 3,300 0 0 0
Michael MacKay 1997 64,329 0 46,600 1,655 0 0 0
Peter de Krey 1997 61,224 0 0 1,655 0 0 0
James Jones 1997 20,000 0 46,600 1,655 0 0 0
Kevin Jones 1997 20,000 0 40,000 1,655 0 0 0
(b) OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
None
(c) AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
None
(d) LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
None
(e) COMPENSATION OF DIRECTORS
1. Standard Arrangements.
The members of the Company's Board of Directors are reimbursed for
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actual expenses incurred in attending Board meetings.
2. Other Arrangements.
There are no other arrangements.
(f) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND
CHANGE-IN-CONTROL ARRANGEMENTS
There were no employment contracts among the Company and any of its
management at the end of the 1997 fiscal year. Subsequently, each member of
management has entered into an employment contract with the Company. These
contracts are attached as Exhibit 4 (i).
(g) REPORT ON REPRICING OF OPTIONS/SARS.
None.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company acquired 300,000 shares of Nuclear Corporation of New Mexico
(NCNM) for $20,000. These shares became assets of Renaissance Center, Inc.
and the proceeds of the sale were used by the management of NCNM to
complete the due diligence resulting in the Agreement and Plan of Merger
between the two companies. On July 2, 1997, Renaissance Center, Inc.
ceased to exist as a separate entity and NCNM changed its name to
Renaissance International Group, Ltd. The 300,000 shares acquired in this
transaction were distributed to various officers of RIGL as bonuses for
completing the merger.
The Company issued 3,632,916 shares to Company officers in exchange for the
right, title and interest to proprietary technology.
The Company issued 382,250 common shares in exchange for services rendered
of which 339,500 were issued to Company officers for services rendered in
acquiring contract for a high-technology center at Bablesberg, Germany.
ITEM 8. LEGAL PROCEEDINGS
There are no legal proceedings to report involving the Company or its
management.
ITEM 9. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER
MATTERS
(a) MARKET INFORMATION
------------------
The Company's Common Stock is valued at $1.875 per share based upon the
last transaction occurring before the market close on April 1, 1998. The
Company's stock is listed for sale on the OTC Electronic Bulletin Board.
However, certain of the Company's shareholders
- 16 -
have made private sale transactions through the Company. Currently, the
Company does not have a stock option plan.
On October 20, 1997, Berry-Shino securities of Phoenix, Arizona received
clearance from the NASD to trade the Company's common stock on the
Electronic Bulletin Board Quotation System under the symbol "RNIG." The
Company received a new CUSIP number on October 21, 1997 and the first trade
was executed on October 22, 1997. During calendar year 1997, 3,204,800
shares were sold to 120 individuals pursuant to Regulation D. Certificates
for these securities were issued with restrictive legends. Of these shares,
100,000 were purchased by Walter Vogel, a director of the Registrant, and
may only be publicly sold pursuant to Rule 144.
(b) HOLDERS
-------
There are 584 holders of the Company's Common Stock.
(c) DIVIDENDS
---------
The Company has paid no dividends to date on its Common Stock. The Company
reserves the right to declare a dividend when operations merit.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Effective October 22, 1997 warrants were issued to existing stockholders to
acquire 1,180,800 preferred shares at a price of $2.00 per share and
750,000 common shares at a price $2.30 per share. The warrants expire on
October 22, 1999.
Management had previously approved 2,000,000 shares of Series A.1 Preferred
Stock under similar terms to that of the Series A Preferred Stock. As of
December 31, 1997, the Company had received subscriptions totalling
$961,250.
During the year ended September 30, 1997, the Company completed the
following stock transactions from its authorized but unissued capital
shares:
Payments in the amount of $2,266,600 were received on Series A Preferred
Stock subscriptions and $2,670 received on common stock subscriptions.
Costs and expenses relating to these sales totalled $62,500 of which
$60,000 was converted into preferred shares at the request of the selling
agents.
The Company issued 217,250 common shares in exchange for services rendered.
During the year ended September 30, 1996, the Company completed the
following stock transactions from its authorized but unissued
- 17 -
capital shares.
The Company began a private placement of its Series A Preferred Stock and
Series A.1 Preferred Stock in September 1996. The private placement was
for 3,000,000 shares at a price of $1.00 per share. These shares carried
a conversion to common on a 1 for 1 basis when the Company became publicly
traded and listed on an exchange. This occurred in the fall 1997, and all
Series A Preferred and Series A.1 Preferred have now been converted to
common. Payments in the amount of $35,000 were received in the Preferred
Stock subscriptions.
The Company issued 1,010,814 shares for cash. Cash in the amount of $250
was received in exchange for these shares and subscriptions receivable in
the amount of $3,470 was recorded.
The following table sets forth the sale of unregistered securities by the
Company during the three years ended March 31, 1998. Of the holders
depicted, all except for 92 of the holders, acquired their shares from
Josepthal, Lyon & Ross GmbH in Germany. Each of these holders is a
European resident. The Company sold the shares to Josepthal Lyon & Ross in
a transaction exempted from Section 5 of the Securities Act of 1933 in
reliance upon Regulation S (Rules 901 through 905).
Purchaser Name Date Security(1) Total
Consideration
(2)(3)
- ------------------ ---- ----------- --------------
491517 Ontario, Inc. 10/02/96 25,000 25,000
Abdin, Oussama 02/24/97 110,000 110,000
Agar, Ronald 10/02/96 25,000 25,000
Alraqbani, S. Mohammed 02/24/97 100,000 100,000
Apel, Manfred 09/29/97 10,000 10,000
Apel, Manfred 11/18/97 5,000 5,000
Apitzsch, Wolfgang Dr. 10/11/97 3,000 3,000
Apitzsch, Wolfgang Dr. 11/18/97 1,500 1,500
Baker Bros. Title Co. 03/15/97 10,000 10,000
Bartel, Joern 10/17/97 3,000 3,000
Bartel, Joern 11/18/97 10,000 10,000
Bartonek, Roger 09/29/97 5,000 5,000
Bartonek, Alexander 11/18/97 3,000 3,000
Bauer, Heidemarie 09/29/97 10,000 10,000
Baeder, Udo 12/10/97 80,000 80,000
Baumeister, Wolfgang 11/18/97 5,400 5,400
Banghard, Egon 11/18/97 100,000 100,000
Bechmann, Dr. Horst 11/18/97 2,400 2,400
Bentlage, Dirk 09/29/97 4,000 4,000
Bergmann, Udo 09/29/97 3,415 3,415
Bergmann, Udo 11/18/97 2,500 2,500
Bernd, Andreas 09/29/97 5,000 5,000
Bidlingmaier, Dieter 11/18/97 5,000 5,000
- 18 -
Bilinski, Horst 11/18/97 2,000 2,000
Blanke, Juergen 09/29/97 51,500 51,500
Blanke, Juergen 11/18/97 20,000 20,000
Brauemer, Reinhold 11/18/97 225,000 225,000
Braun, D. Karl 11/18/97 1,500 1,500
Breu, Manfred 09/29/97 7,500 7,500
Brinkmann, Willi 10/17/97 18,000 18,000
Brunner, Adolf 09/29/97 5,000 5,000
Bryner, Joseph B. 12/04/96 10,000 10,000
Bryner, Joseph B. 06/28/97 10,000 10,000
Bubeck, Wolfgang 10/17/97 4,000 4,000
Budny, Silvia 09/29/97 3,000 3,000
Buesching, Gerhard 11/18/97 2,000 2,000
Christ, Lothar 11/18/97 40,500 40,500
Cicinelli, David A. 08/22/97 10,000 10,000
Courtin, Michael 11/18/97 8,500 8,500
Cronberger, Hans-Joachim 11/18/97 5,500 5,500
Daniels Family Trust,
Gene F. & Maria Rose 03/15/97 10,000 10,000
DeHesse, Valdemar
& Ellen 12/10/97 10,000 10,000
Dekker, Marcel 02/22/97 50,000 50,000
Delmastro, Thomas J. 02/05/97 50,000 50,000
Deylitz, Heinz 11/18/97 5,000 5,000
Diener, Thomas 09/29/97 5,000 5,000
Dietrich, Karl 09/29/97 5,000 5,000
Dittmann, Lothar 09/29/97 3,000 3,000
Doering, Clemens 09/29/97 15,000 15,000
Doering, Clemens 11/18/97 5,000 5,000
Donnerstag, Dr. Hans
Christian 03/26/97 20,000 20,000
Drautz, Siegfried 12/10/97 10,000 10,000
Droose, Marion 01/07/98 2,500 2,500
Duffy, Gary Patrick 07/01/97 15,000 15,000
Duzniak, Pawel 09/29/97 7,000 7,000
Duzniak, Pawel 11/18/97 3,000 3,000
Marketing Def. Ben.
Pension Plan - Marston,
Eric 09/12/96 10,000 10,000
Eckert, Matthias 09/29/97 5,000 5,000
Eckert, Matthias 11/18/97 5,000 5,000
Edinger, Christian 11/06/97 20,000 20,000
Eggink, Evert 05/30/97 100,000 100,000
Emblin trust 8/7/91,
Robert T. & Janet L. 12/12/96 5,000 5,000
Embs, Klaus J. 03/26/97 10,000 10,000
Eschmann, Hans-Juergen 09/11/97 10,000 10,000
Fabian, Dieter 09/29/97 2,000 2,000
Fabriz, Siegfried 09/29/97 6,000 6,000
Fabriz, Siegfried 11/18/97 6,000 6,000
Fahl, Albert 09/29/97 3,000 3,000
Falke, Eckhard 01/07/98 5,000 5,000
- 19 -
Faller, Peter 09/29/97 3,000 3,000
Feit, Gernot 02/20/98 28,000 28,000
Fichtner, Gerald 10/02/97 3,000 3,000
Fichtner, Gerald 01/07/98 1,000 1,000
Fischer, Ralf 09/29/97 3,000 3,000
Flynn, Philip G. 02/25/97 25,000 25,000
Fossey, Heidi J.E. 12/12/96 5,000 5,000
Fredrich, Horst 09/29/97 20,000 20,000
Fredrich-Christ,
Kirstin 09/29/97 20,000 20,000
Friedhofen, Rolf 03/25/97 10,000 10,000
Fuchs, Erwin 09/29/97 8,000 8,000
Gebel, Dr. Joachim 09/29/97 10,600 10,600
Gebel, Dr. Joachim 11/18/97 7,200 7,200
George, Joerg 09/29/97 3,000 3,000
Gildhuis, Rainer 03/28/97 20,000 20,000
Glass, John Ryan 01/06/97 3,000 3,000
Glass, Jeffrey M. 01/06/97 1,500 1,500
Glass, John F. & Sally 01/06/97 10,000 10,000
Glass, John in trust
for Chelsea 01/06/97 1,500 1,500
Goetz, Gert 09/29/97 1,500 1,500
Goetz, Gert 01/07/98 1,500 1,500
Goethe, Thomas 01/07/98 2,500 2,500
Goldberg, Rhonda 10/02/96 10,000 10,000
Goldhar, Meyer 10/28/96 10,000 10,000
Goltz, Andreas 09/29/97 4,500 4,500
Goltz, Andreas 07/01/96 1,000 1,000
Gottlieb, Brian J. 11/28/96 5,000 5,000
Gottlieb, Carly 10/28/96 10,000 10,000
Gottlieb, Shaila 10/28/96 10,000 10,000
Gottlieb, Elyse 10/28/96 10,000 10,000
Grabmeier, Josef 09/29/97 6,000 6,000
Graham, Cathy 10/03/96 10,000 10,000
Graham, Bruce A. 11/29/96 15,000 15,000
Graham Family Trust 01/06/97 10,000 10,000
Grant, Karen L. 07/01/97 10,000 10,000
Great SW Mortg. Corp. 11/29/96 10,000 10,000
Great SW Mortg. Corp. 03/17/97 20,000 20,000
Grobe, Patrik 09/29/97 15,000 15,000
Grobe, Patrik 01/07/98 5,000 5,000
Gross, Gerd 09/29/97 3,000 3,000
Haberecht, Ralph 09/29/97 2,000 2,000
Haegele, Wolfgang 09/29/97 6,000 6,000
Harries, Guenther 01/07/98 3,500 3,500
Heichel, Wolfgang 10/17/97 5,500 5,500
Hein, Harley & Janet 10/22/96 10,000 10,000
Hein, Herbert 09/29/97 3,500 3,500
Hellwage, Albert 01/07/98 5,000 5,000
Henschel, Edward C. 06/16/97 65,000 65,000
Henschel, Edith G. 11/25/97 22,000 22,000
Hermann, Rolf 09/29/97 80,000 80,000
- 20 -
Hermann, Rolf 12/10/97 60,000 60,000
Herold, Armin 09/29/97 6,900 6,900
Highsmith, Robert 11/12/96 5,000 5,000
Hill, Eric 12/13/96 100,000 100,000
Hines, Scott 08/27/97 20,000 20,000
Hirschfelder, Hans 09/29/97 32,000 32,000
Hoffman, Helga 01/07/98 5,000 5,000
Hofmann, Richard 09/29/97 7,000 7,000
Hood, Patricia 10/28/96 20,000 20,000
Hood Patricia 07/01/97 5,000 5,000
Hubbard Ford, Karen 12/23/97 46,000 46,000
Huettinger, Konrad 09/29/97 8,000 8,000
Huettinger, Konrad 01/07/98 3,000 3,000
ISG Capital Markets GmbH 01/07/98 2,100 2,100
ISC Capital Markets GmbH 12/10/97 12,000 12,000
ISC Capital Markets GmbH 02/19/98 1,000 1,000
Ivie, Sherry 10/28/96 5,000 5,000
Jaenicke, Juergen 09/29/97 30,000 30,000
Jaenicke, Juergen 02/20/98 10,000 10,000
Jaramillo, Susan 10/28/96 5,000 5,000
Jell, Anton 09/29/97 4,000 4,000
Jesemann, Guido 09/29/97 3,000 3,000
Jones, Richard H. 03/15/97 5,000 5,000
Juenger, Britta 11/25/97 1,000 1,000
Kallabis, Stefan 02/20/98 50,000 50,000
Karl, Stefan 09/29/97 25,000 25,000
Karl, Stefan 02/20/98 10,000 10,000
Karle, Erhard 09/29/97 3,000 3,000
Karle, Erhard 02/20/98 2,500 2,500
Karow, Michael 09/29/97 10,000 10,000
Karow, Michael 11/18/97 5,000 5,000
Kasberger, Siegfried 09/29/97 6,000 6,000
Kasberger, Siegfried 02/20/98 7,000 7,000
Kilgus, Guenther E. 09/29/97 9,000 9,000
Kiwan, Anis 09/29/97 5,000 5,000
Kiwan, Anis 02/20/98 10,000 10,000
Klingelhoefer, Ralf 09/29/97 7,500 7,500
Klingner, Dr. Walter 02/20/98 5,000 5,000
Koblitz, Siegmar 09/29/97 3,000 3,000
Koenig, Kurt 09/29/97 10,000 10,000
Koehler, Franz-Josef 02/20/98 5,000 5,000
Kompauer, Fred 09/11/97 6,000 6,000
Kopplin, Karl-Heinz 09/29/97 2,000 2,000
Kopplin, Karl-Heinz 02/20/98 2,000 2,000
Kreckel, Reinhard 09/29/97 10,000 10,000
Kreienbuehl, Beat 09/29/97 5,000 5,000
Kreienbuehl, Beat 02/20/98 2,500 2,500
Kubler, Hans-Joerg 09/29/97 3,000 3,000
Kuenzlen, Martin 10/17/97 3,000 3,000
Langreck, Ingo 09/29/97 2,000 2,000
Lebbe, Agnes 02/20/98 5,000 5,000
Leimlehner, Sabine 09/29/97 5,000 5,000
- 21 -
Leimlehner, Sabine 02/20/98 2,500 2,500
Lembo, Lawrence 08/18/97 5,000 5,000
Lenz, Siegfried 09/28/97 8,000 8,000
Lenz, Siegfried 02/20/98 4,000 4,000
Lindzon, Howard 10/03/96 25,000 25,000
Lindzon, Sandra 10/03/96 25,000 25,000
Loibl, Nicolas 09/29/97 3,000 3,000
Luerzer, Walter 10/17/97 30,000 30,000
Maschmeyer, Hainfried 09/29/97 5,000 5,000
Massman, Sheila 10/28/96 5,000 5,000
Mertens, Helmut 02/20/98 5,000 5,000
Meyer, Friedel 09/29/97 5,000 5,000
Meyers, Mark 09/03/97 10,000 10,000
Miller, Kenneth J. 03/15/97 5,000 5,000
Mishkin, Keith 02/12/97 25,000 25,000
Mitcham, Franklin D. 09/19/96 5,000 5,000
Micham Profit Sharing
Plan, Franklin D. 12/23/96 15,000 15,000
Mueller, Dr. Christian 09/29/97 3,000 3,000
Neff, Peter & Michele 09/11/96 10,000 10,000
Neth, Claus 09/29/97 35,000 35,000
Oettinger, Helmut 02/20/98 3,000 3,000
Obraczka, Michael 09/11/97 20,000 20,000
Oehler, Fritz 09/29/97 5,000 5,000
Ott, Franz 02/20/98 3,000 3,000
Petrotta, Gianmaria 02/20/98 5,000 5,000
Pralow, Uta 09/29/97 8,000 8,000
Pronk, Fillippus 09/29/97 4,000 4,000
Ranke, Stef 11/15/96 15,000 15,000
Rauch, Dr. Juergen 09/29/97 5,000 5,000
RB Advancement, Inc. 09/29/97 10,000 10,000
Reilly, James A. 06/30/97 10,000 10,000
Reimann, Dr. Peter 09/29/97 10,500 10,500
Reimers, Karl-Heinz 09/29/97 5,000 5,000
Reimers, Karl-Heinz 02/20/98 1,000 1,000
Rieth, Mark F. 11/29/96 10,000 10,000
Roberts, Richard B. 04/03/97 12,500 12,500
Roberts Family Trust
George R. & Gail M. 04/03/97 12,500 12,500
Roberts Family Trust
Peter W. & Patricia A. 04/03/97 12,500 12,500
Roberts Family Trust
Thomas R. & Stacey A. 04/03/97 12,500 12,500
Roggensack, Peter 09/29/97 3,000 3,000
Roussinos, Michael 09/29/97 2,360 2,360
Roussinos, Michael 01/07/98 17,640 17,640
Ruetten, Ludger 03/15/97 10,000 10,000
Rugolos, JTWROS,
Barbara Jane & Louis 08/18/97 25,000 25,000
Saplis, Jeff 10/16/96 25,000 25,000
Saplis, Jeff 07/01/97 25,000 25,000
Sargon, Channa 10/28/96 5,000 5,000
- 22 -
Sattari, Schanin 09/29/97 11,000 11,000
Sauer, Juergen 09/29/97 4,000 4,000
Schattinger, Vinzenz 09/29/97 100,000 100,000
Schechter, Shai 10/28/96 10,000 10,000
Schenk, Gerhard 09/29/97 3,000 3,000
Schenk, Gerhard 02/20/98 3,000 3,000
Schippel, Dr. Karl W. 09/11/97 70,475 70,475
Schippel, Dr. Karl W. 02/20/98 42,000 42,000
Schmalt, Peter 09/29/97 3,000 3,000
Schmauss, Fred 09/16/96 5,000 5,000
Schoensiegel, Hans-Peter 09/29/97 10,000 10,000
Scholz, Erich 09/29/97 12,000 12,000
Schumann, Klaus 09/29/97 3,000 3,000
Schusser, Heidi 02/20/98 5,000 5,000
Schwabe, K. 02/20/98 3,500 3,500
Schwanitz, Achim 09/29/97 3,000 3,000
Schweizer, Edgar 01/07/98 250,000 250,000
Seiz, Walter 06/16/97 65,000 65,000
Sernaker, Sandy 10/28/96 5,000 5,000
Sifferlinger, Peter 09/29/97 5,000 5,000
Smee, Judy M. 08/12/97 10,000 10,000
Sorenson, Alfred R. 08/22/97 10,000 10,000
Spens, Guenther 11/25/97 7,800 7,800
Stang, Klaus 09/29/97 6,000 6,000
Stelter, Martin 11/18/97 3,000 3,000
Stollenmeier, Kurt 02/20/98 5,000 5,000
Suleiman, David 02/20/98 4,600 4,600
Susser, Norman 10/07/97 10,000 10,000
Teuber, Udo 09/29/97 7,000 7,000
Tortora, Eleanor 02/12/97 25,000 25,000
Tradepack, Inc. 04/29/97 20,000 20,000
Traum, Joerg 09/29/97 3,000 3,000
Trentin, Rainer 09/29/97 10,000 10,000
Van Maanen, F.E. 09/29/97 5,000 5,000
VanSickle, John & Lisa 08/23/97 37,000 37,000
VanSickle, Joseph W. 08/23/97 10,000 10,000
VanSickle in trust for
Breanna L.; John W. 08/23/97 10,000 10,000
VanSickle, in trust for
Michael A. 08/23/97 10,000 10,000
Van Woensel, Guido 02/20/98 3,000 3,000
Vogel, Edletraud 09/29/97 5,000 5,000
Vogel, Walter 03/05/97 100,000 100,000
Vogel, Guenther 09/29/97 3,000 3,000
Vogel, Guenther 02/20/98 5,000 5,000
VonHahn, Cecile 10/02/97 5,000 5,000
Wagner, Thorsten 09/29/97 100,000 100,000
Wagner, Thorsten 01/07/98 100,000 100,000
Wattnem, Shelly 10/28/96 5,000 5,000
Wattnem Revocable Trust,
Bonnie May 10/28/96 30,000 30,000
Wattnem Revocable Trust,
- 23 -
Bonnie May 12/23/96 20,000 20,000
Wattnem Revocable Trust,
Bonnie May 04/15/97 30,000 30,000
Welle, Dr. Oliver 09/29/97 33,750 33,750
Welle, Dr. Oliver 01/07/98 10,500 10,500
Wende, Goetz 10/17/97 6,000 6,000
Wendler, Ralf 08/04/97 10,000 10,000
Wenzel, Jutta 09/29/97 1,500 1,500
Werner, Kurt 09/29/97 5,000 5,000
Wibbelink, J. 01/07/98 25,000 25,000
Wild, Ernst 09/11/97 10,000 10,000
Wild, Ernst 09/29/97 10,000 10,000
Winham Trust, Kenneth C.
and Vicky L. 03/15/97 10,000 10,000
Winkler, Ferdinand 02/20/98 5,000 5,000
Wirrig, Steven R. 09/19/96 5,000 5,000
Wobig, Thorsten 09/29/97 5,000 5,000
Wolpert, Bernd 03/26/97 20,000 20,000
Wonschik, Dr. Christo 02/20/98 3,000 3,000
Wundersee, Dr. Wolf 02/20/98 3,000 3,000
Zehendner, Christian 09/29/97 10,000 10,000
Zindel, Holger 02/20/98 3,600 3,600
Zeisberg, Gerald 09/29/97 6,000 6,000
_________________________________________________________________________
4,427,240 4,427,240
(1) All securities are Common Shares. All holders have a one for two
warrant to acquire one half of the shares currently owned, as depicted
above, at the OTC Electronic Bulletin Board initial trading price which was
$2.00 per share.
(2) Consideration received was $1.00 per share in each instance.
(3) Each share sold was sold in reliance upon certain exemptions from the
registration provisions of Section 5 of the Securities Act of 1933. These
exemptions include Rules 505 and 506 of Regulation D promulgated under
Sections 3(b) and 4(2) in that each purchaser was provided with a private
placement memorandum describing all material information about the Company
and which complied with the model form contained in Form 1-A for such
documents and the offering amount was within the limits permitted by such
rules.
ITEM 11. DESCRIPTION OF SECURITIES
Common Stock: The Company is authorized to issue up to 25,000,000 shares
of its $.001 par value common stock. Each share is entitled to one vote on
matters submitted to a vote of the shareholders of the Company. There is
no cumulative voting of the common stock. The common stock shares have no
redemption provisions nor any preemptive rights. As of March 31, 1998,
there were 12,131,134 shares outstanding.
- 24 -
BASIC INCOME (LOSS) PER
SHARE
Net income (loss) $(383,436) 9,161,674 $(0.04) $(262,437) 6,013,280 $(0.04)
======= =======
EFFECT OF DILUTIVE SECURITIES
Stock options/warrants
---------- --------- ---------- ---------
DILUTED NET INCOME (LOSS)
PER SHARE
Net income (loss) plus
assumed exercises and
conversions $(383,436) 9,161,674 $(0.04) $(262,437) 6,013,280 $(0.04)
========== ========= ======= ========== ========= =======
- 35 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 1997 AND 1996
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANT
-1-
- 36 -
BILLIE J. ALLRED
Certified Public Accountant
- -------------------------------------------------------------------------
365 South 600 East (Alder Lane)
Post Office Box 1142
Pima, Arizona 85543
Telephone (520) 485-9462
Fax (520) 485-0105
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Directors of
Renaissance International Group, Ltd.
I have audited the accompanying balance sheets of Renaissance International
Group Ltd., a development stage company, as of September 30, 1997 and 1996
and the related consolidated statements of operations and cash flows for
the years ended September 30, 1997, 1996 and 1995. These consolidated
financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these consolidated financial
statements based upon my audits.
I conducted my audits in accordance with generally accepted auditing
standards. These standards require that I 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. I believe that my audits
provide a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above
present fairly in all material respects the financial position of
Renaissance International Group, Ltd. as of September 30, 1997 and 1996 and
the results of their operations and cash flows for the years ended
September 30, 1997, 1996 and 1995 in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in
Note 1, the Company has been in the development stage since October 1,
1994. At September 30, 1997 the Company has accumulated operating losses
of $1,580,000. Realization of a major portion of the Company's assets is
dependent upon its ability to meet future financing requirements, and the
success of future operations, the outcome of which cannot be determined at
this time.
S/S/ BILLIE J. ALLRED
Pima, Arizona
January 6, 1998
-2-
- 37 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, 1997 and 1996
1997 1996
------------ ------------
CURRENT ASSETS
Cash $ 841,702 $ 9,345
Accounts receivable - -
Other receivables 5,342 -
---------- ----------
Total current assets 847,044 9,345
---------- ----------
PROPERTY AND EQUIPMENT 87,510 -
Less accumulated depreciation (15,814) -
---------- ----------
Net property and equipment 71,696 -
OTHER ASSETS (Note 3)
Organization costs 1,560 -
Shareholder loans, net 105,841 -
Other interest bearing loans 70,000 -
Proprietary technology 13,000 13,000
Technology rights 10,000 -
Deposits 790 -
---------- ----------
Total other assets 201,191 13,000
Less accumulated amortization (812) -
---------- ----------
Net other assets 200,379 13,000
---------- ----------
TOTAL ASSETS $1,119,119 $ 22,345
========== ==========
The accompanying notes are an integral part of these statements.
-3-
- 38 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, 1997 and 1996
1997 1996
------------ ------------
CURRENT LIABILITIES
Accounts payable $ 4,708 $ -
Accrued payroll taxes 22,715 -
Shareholder loans 5,103 100
---------- ----------
Total current liabilities 32,526 100
COMMITMENTS (Note 4) - -
STOCKHOLDERS' EQUITY (Notes 5, 6 and 7)
Preferred stock, $.001 par value
15,000,000 shares authorized
Series A, 3,000,000 shares authorized
Shares subscribed:
638,400 shares at September 30, 1997 638 -
2,965,000 shares at September 30, 1996 - 2,965
Shares issued and outstanding:
2,361,600 shares at September 30, 1997 2,362 -
35,000 shares at September 30, 1996 - 35
Additional paid in capital 2,934,500 2,997,000
Subscriptions receivable (638,400) (2,965,000)
---------- ----------
Total preferred stock 2,299,100 35,000
---------- ----------
COMMON STOCK, $.001 par value
25,000,000 shares authorized
Shares issued and outstanding:
6,537,530 shares at September 30, 1997 6,537 -
6,013,280 shares at September 30, 1996 6,013
Additional paid-in-capital 365,005 345,305
Subscriptions receivable (800) (3,470)
---------- ----------
Total common stock 370,742 347,848
---------- ----------
Accumulated (deficit) (1,583,249) (360,602)
---------- ----------
Total stockholders' equity 1,086,593 22,245
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,119,119 $ 22,345
========== ==========
The accompanying notes are an integral part of these statements.
-4-
- 39 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For Years Ended September 30, 1997, 1996 and 1995
Cumulative
Amounts from
1997 1996 1995 October 1, 1994
---------- ---------- ---------- ---------------
REVENUE
Corporate revenue $ 35,450 $ - $ - $ 35,450
Royalty income 1,092 1,341 797 3,230
---------- ---------- ---------- ----------
Total Revenue 36,542 1,341 797 38,680
DIRECT EXPENSE (10,542) (680) (368) (11,590)
---------- ---------- ---------- ----------
GROSS PROFIT 26,000 661 429 27,090
GENERAL & ADMINISTRATIVE
EXPENSE (1,249,995) (28,538) (334) (1,278,867)
---------- ---------- ---------- ----------
NET OPERATING INCOME (LOSS) (1,223,995) (27,877) 95 (1,251,777)
Depreciation & Amortization (16,626) - - (16,626)
OTHER INCOME (EXPENSE)
Interest income (expense) 17,975 - - 17,975
---------- ---------- ---------- ----------
NET INCOME (LOSS) $(1,222,646) $ (27,877) $ 95 $(1,250,428)
========== ========== ========== ==========
Weighted average number of shares
outstanding during period 7,296,680 1,374,293 987,300
---------- ---------- ----------
NET EARNINGS (LOSS) PER SHARE $ (0.1675) $ (0.0202) $ 0.00
========== ========== ==========
The accompanying notes are an integral part of these statements.
-5-
- 40 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For Years Ended September 30, 1997, 1996 and 1995
1997 1996 1995
---------- ---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) $(1,222,646) $ (27,877) $ 95
Adjustments to reconcile net
income (loss) to net cash used
in operating activities:
Depreciation 15,814 - -
Amortization 812 - -
Shares issued in exchange for
services 217 1,515 -
Selling expenses for preferred
stock (2,500) - -
(Increase) decrease in current assets:
Prepaid expenses 197 - -
Interest receivable (5,539) - -
Increase (decrease) in current
liabilities:
Accounts payable 4,707 - -
Other current liabilities 27,715 - -
---------- ---------- ----------
Total adjustments 41,424 1,515 -
---------- ---------- ----------
Net cash provided by (used in)
operating activities (1,181,222) (26,363) 95
CASH FLOW FROM INVESTING ACTIVITIES:
Additions to:
Organization costs (1,560) - -
Property and equipment (87,510) - -
Technology rights (10,000) - -
Deposits (790) - -
Loans for shareholders (105,841) - -
Interest bearing loans to
third parties (70,000) - -
---------- ---------- ----------
Net cash provided by (used in)
investing activities: (275,701) - -
CASH FLOW FROM FINANCING ACTIVITIES:
Loans from shareholders 103 100 -
Payments on loans (100) - -
Issuance of Common Stock for cash 20,007 - -
Payments received on common stock
subscriptions 2,670 250 -
Payments received on preferred
stock subscriptions 2,266,600 35,000 -
---------- ---------- ----------
Net cash provided by (used in)
financing activities: 2,289,280 35,350 -
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH 832,358 8,987 95
CASH AT BEGINNING OF PERIOD 9,345 358 263
---------- ---------- ----------
CASH AT END OF PERIOD $ 841,703 $ 9,345 $ 358
========== ========== ==========
The accompanying notes are an integral part of these statements.
-6-
- 41 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For Years Ended September 30, 1997, 1996 and 1995
1997 1996 1995
---------- ---------- ----------
Supplemental disclosure of non-cash
operating, investing and financing
activities
Issuance of common stock on
subscriptions receivable to
contractors and employees as
part of signing incentive $ - $ 3,470 $ -
Issuance of common stock for
assignment of proprietary
technology - 13,000 -
Subscriptions receivable for
Series A Preferred Stock 638,400 2,429,000 -
Treasury shares acquired
pre-merger as bonus to key
employees 20,000 - -
Series A Preferred Stock Additional
Paid in Capital for commissions due (60,000) - -
Issuance of Series A Preferred Stock
as payment of commissions due 60,000 - -
The accompanying notes are an integral part of these statements.
-7-
- 42 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Subscription
Shares Stock Paid-In-Capital Receivable Totals
-------- ------- --------------- ---------- --------
Balance at
September 30, 1995 -- $ -- $ -- $ -- $ --
Private placement of
Series A Preferred
Stock 3,000,000 3,000 2,997,000 (2,965,000) 35,000
--------------------------------------------------------------------------
Balance at
September 30, 1996 3,000,000 3,000 2,997,000 (2,965,000) 35,000
Payments received on
preferred stock
subscriptions -- -- -- 2,306,600 2,306,600
Selling expenses and
commissions -- -- (60,000) 60,000 --
Repurchase of
Series A Preferred Stock -- -- (2,500) (40,000) (42,500)
--------------------------------------------------------------------------
Balance at
September 30, 1997 3,000,000 $ 3,000 $2,934,500 $ (638,400) $2,299,100
==========================================================================
COMMON STOCK
Additional Retained
Paid-In- Subscription Earnings
Shares Stock Capital Receivable (Deficit) Totals
----------------------------------------------------------------------------
Balance at
September 30, 1995 987,300 $ 987 $ 332,096 $ -- $ (332,725) $ 358
Issuance of shares for:
Business combination
(Note 1a) 5,025,980 5,026 13,209 (3,470) 14,765
Net income (loss) (27,877) (27,877)
----------------------------------------------------------------------------
Balance at
September 30, 1996 6,013,280 6,013 345,305 (3,470) (360,602) (12,755)
Payments received on
Common Stock
subscriptions 2,670 2,670
Issuance of shares
for:
Cash 307,000 307 19,700 20,007
Professional services 217,250 217 217
Net income (loss) (1,222,646) (1,222,646)
----------------------------------------------------------------------------
Balance at
September 30, 1997 6,537,530 $ 6,537 $ 365,005 $ (800) $(1,583,249) $(1,212,507)
============================================================================
The accompanying notes are an integral part of these statements.
-8-
- 43 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 1 ORGANIZATION AND NATURE OF BUSINESS
a. ORGANIZATION OF BUSINESS
The Company was incorporated as Nuclear Corporation of New Mexico (NCNM) in
December 1968 for the purpose of mineral, oil and gas exploration. $300,000
was initially raised for exploration activities and the Company remained
active in this business until 1974. Since 1974, the Company has been
substantially inactive, receiving only residual income from over-riding
royalty interests in oil and gas leases.
In April, 1994 the Company moved its domicile from the State of New Mexico
to Nevada. From that period until its merger with Renaissance Center, Inc.
(RenCen) on July 2, 1997 the Company remained inactive.
The management of RenCen instituted a 1 for 2 reverse split of its common
stock held by management prior to the merger. Subsequently, RenCen
decreased the number of authorized shares of common stock, par value $.001,
from 50,000,000 shares to 25,000,000. In addition, the number of shares
issued and outstanding were reduced on the basis of 1 for 2 with any scrip
shares created as a result of the reverse rounded up to the next whole
share. No reduction or alternations were made to the preferred shares of
RenCen.
This business combination is accounted for as a pooling of interests. The
name of the merged companies was changed to Renaissance International
Group, Ltd. on July 2, 1997.
Subsequent to the reverse split and prior to the merger, the outstanding
common shares of RenCen were 5,025,980 shares and were distributed as
follows:
Shares issued for proprietary technology 3,632,916
Shares issued for cash 1,010,814
Shares issued for services 382,250
---------
Total shares issued 5,025,980
---------
-9-
- 44 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
b. NATURE OF BUSINESS
The Company, through its subsidiary, Renaissance Center, Ltd. (RenCen) owns
a proprietary technology developed by a company officer for the integration
of equipment and components in high-tech digital multimedia studios. The
concept for the studio was developed under a contract awarded for the
submission of a request for proposal to Europaisches Filmzentrum Babelsberg
e.v. (EFB), a large multimedia studio in Babelsberg, Germany.
Management has recognized that recent developments in data storage devices
and optical transmission capabilities have greatly increased the capability
to transfer, store and retrieve data. Hierarchical communication languages
can be used to develop software applications which will make real-time
access of this information a reality as well as adding artificial
intelligence to core operating systems.
These recent developments, combined with the Company's own state-of-the-art
proprietary technology have enabled it to look at alternative applications.
Management believes that the health services industry may provide this
alternative. This industry, though technically advanced in equipment,
relies upon out dated record keeping and retrieval methods. The Company is
actively pursuing acquisitions in the medical industry. Initially it has
targeted physician groups, outpatient surgical centers, skilled nursing
facilities and medical specialty organizations. It is management's
intention to continue to examine all industries for possible applications
of it proprietary technology as well as looking for opportunities to
acquire other synergistic technologies.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. PRINCIPALS OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company,
wholly owned subsidiaries, Renaissance MedTech, Ltd. (a Nevada corporation
which was incorporated April 17, 1997), Renaissance Center, Ltd. (a Nevada
corporation which was incorporated April 17, 1997) and Renaissance Media
Centre, Ltd. (a Delaware corporation which was incorporated May 7, 1996).
All significant inter-company balances and transactions have been
eliminated in the consolidation.
-10-
- 45 -
b. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is computed
using the straight-line method over the useful lives of the assets as
follows:
Furniture and equipment 5-7 years
Automobiles 5 years
c. ACCOUNTING METHOD
The Company recognizes income and expenses based upon the accrual method of
accounting. No allowances have been made for doubtful accounts as all
revenues recognized to date have been collected.
d. INCOME TAXES
The Company, a C Corporation, accounts for income taxes in accordance with
the Statement of Financial Accounting Standards No. 109 (Accounting for
Income Taxes).
The Company has not recorded a provision for income taxes to date, since
the Company has generated operating losses. As of September 30, 1997, the
Company has approximately $1,580,000 of net operating loss carry forwards
which can be used to offset future taxable income.
e. NET INCOME (LOSS) PER SHARE
Net income (loss) per share has been calculated based on net losses for the
periods divided by the weighted average number of shares of common stock
outstanding during the periods presented. The weighted average number of
shares of common stock outstanding for the periods presented is:
Year Ended September 30, 1997 7,296,680
Year Ended September 30, 1996 1,374,293
Year Ended September 30, 1995 987,300
At September 30, 1997 the Company had issued and outstanding common shares
totaling 6,537,530 and Series A preferred shares totaling 2,361,600. The
preferred shares have been included because
-11-
- 46 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
a provision of the preferences on these shares is a one-to-one conversion
to common shares when the Company is publicly traded (See Note 6 Subsequent
Events).
f. 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, liabilities,
expenses and disclosures concerning contingent assets and liabilities at
September 30, 1997 and 1996. Actual result could differ from those
estimates.
NOTE 3 OTHER ASSETS
Other Assets consist of organization costs, shareholder loans, interest
bearing loans to third parties, proprietary technology, rights and
deposits. Organization costs and deposits are nominal.
The loans to shareholders and interest bearing loans to third parties all
bear interest at rates substantially above Arizona bank depository rates.
The investment in the proprietary technology of $13,000 is considered a
nominal amount and was based upon the par value of the original shares
issued. The proprietary technology was transferred to the Company by the
principals. The technology represents the blueprint and foundation for the
digital high-tech studio as well as its application in handling, managing
and storing mega-data. The Company is in the review process with a patent
attorney for filing of applications for patents and copyrights on this
technology.
The Company optioned the right to a patented Optical Collision Avoidance
System (O-CAS) from the inventor for $10,000. The 90 day option may be
extended for an additional $10,000 which is due and payable on December 2,
1997. The O-CAS proto type, as viewed by management, was built several
years ago and new microprocessor technology makes miniaturization of this
system feasible. The Company is in discussions with venture capital firms
to raise $2,000,000 through a convertible debenture to complete the
redesign and miniaturization of the system and to beta test the system.
Once a commercially viable product is available, management intends to
joint venture the production and sales and marketing with an existing
supplier in the aviation industry. (See Note 6)
-12-
- 47 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
NOTE 4 COMMITMENTS - LEASES
Effective May 1, 1997, the Company entered into a lease for 1,750 square
feet of corporate office space located at 7501 North 16th Street, Suite
200, Phoenix, Arizona. The lease is for a period of three years and
includes all expenses except telephone service. As of September 30, 1997
the Company has paid $14,280 on this lease. Future rental commitments are
as follows:
Year ending September 30, 1998 $ 34,272
Year ending September 30, 1999 34,272
Year ending September 30, 2000 19,992
--------
Total future lease commitments $ 88,536
========
NOTE 5 SHAREHOLDERS' EQUITY
During the year ended September 30, 1997, the Company completed the
following stock transactions from its authorized, but unissued capital
shares: (See Note 6 and 7)
Payments in the amount of $2,266,600 were received on Series A
Preferred Stock subscriptions and $2,670 received on common stock
subscriptions. Costs and expenses relating to the sale of these shares
totaled $62,500 of which $60,000 was converted into preferred shares
at the request of the selling agents.
The Company issued 217,250 common shares in exchange for services
rendered.
During the year ended September 30, 1996 the Company completed the
following stock transactions from its authorized but unissued capital
shares: (See Note 6 and 7)
The Company began a private placement of its Series A Preferred Stock
in September, 1996. The private placement is for 3,000,000 shares at
a price of $1.00 per share. These shares carry a conversion to common
on a 1 for 1 basis when the Company is publicly traded and listed on
an exchange. The shares also carry certain redemption rights if the
Company fails to be listed
-13-
- 48 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
Payments in the amount of $35,000 were received on the preferred stock
subscriptions.
The Company issued of 1,010,814 shares for cash. Payments in the
amount of $250 were received on common stock subscriptions.
NOTE 6 RELATED PARTY TRANSACTIONS
The Company acquired 300,000 shares of Nuclear Corporation of New
Mexico (NCNM) for $20,000. These shares became an asset of Renaissance
Center, Inc. (RenCen) and the proceeds of the sale were used by the
management of NCNM to complete the due diligence resulting in the
Agreement and Plan of Merger between the two companies. On July 2,
1997, Renaissance Center, Inc. ceased to exist as a separate entity
and Nuclear Corporation of New Mexico changed its name to Renaissance
International Group, Ltd. (RIGL). The 300,000 shares acquired in this
transaction were distributed to various officers of RIGL as bonuses
for completing the merger.
The Company issued 3,632,916 shares to Company officers in exchange
for the right, title and interest to proprietary technology.
382,250 common shares were issued in exchange for services rendered of
which 339,500 were issued to Company officers for services rendered in
acquiring a performance contract for a high-tech center at Babelsberg,
Germany.
NOTE 7 SUBSEQUENT EVENTS
Subsequent to September 30, 1997, the Company received $638,400, the
balance of the subscriptions receivable due on the Series A Preferred
Stock.
The $10,000 payment required to extend the 90 day option on the O-CAS
system was made on December 2, 1997
Management had previously approved 1,000,000 shares of Series A.1 Preferred
Stock under similar terms to that of the Series A Preferred Stock. As of
December 31, 1997, the Company had received subscriptions totaling
$961,250.
-14-
- 49 -
RENAISSANCE INTERNATIONAL GROUP, LTD.
(Formerly known as Nuclear Corporation of New Mexico)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1997
Effective October 22, 1997 warrants were issued to existing stockholders to
acquire 1,180,800 preferred shares at a price of $2.00 per share and
750,000 common shares at a price of $2.30 per share. The warrants expire on
October 22, 1998.
On October 20, 1997, Berry-Shino Securities of Phoenix, Arizona received
clearance from the NASD to trade the Company's common stock on the
Electronic Bulletin Board Quotation System under the symbol "RNIG". The
Company received a new CUSIP number on October 21, 1997 and the first trade
was executed on October 22, 1997.
-15-
- 50 -
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Renaissance International Group, Inc.
(Registrant)
Date: May 5, 1998
By: /s/ Kevin L. Jones
Kevin L. Jones, President and Director
Kevin L. Jones, President and Director
Date: May 5, 1998
By: /s/ Kevin L. Jones
William D. O'Neal, Esquire, Senior Vice President, General Counsel and
Director
Date: May 5, 1998
By: /s/ William D. O'Neal
Walter Vogel, Director
Date: May 5, 1998
By: /s/ Walter Vogel
Harold Roberts, Director
Date: May 5, 1998
By: /s/ Harold Roberts
Tennessee Webb, Director
Date: May 5, 1998
By: /s/ Tennessee Webb
John A. Williams, Chief Financial Officer
Date: May 5, 1998
By: /s/ John A. Williams
- 51 -