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 - 2 - 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 - 3 - 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. - 4 - (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 - 5 - 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. - 6 - 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 - 7 - 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 - 8 - 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 - 9 - 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 - 10 - 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 - 11 - 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 - 12 - 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. - 13 - 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 - 14 - 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 - 15 - 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 -