U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number 0-24217 RIGL CORPORATION ______________________________________________________________________________ (Exact name of small business issuer as specified in its charter) Nevada 85-0206668 ______________________________________________________________________________ (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 7501 North 16th Street, Suite 200, Phoenix, Arizona 85020 ______________________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (602) 906-1924 N/A ______________________________________________________________________________ (Former name of former address, if changed since last report.) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 12,273,842 as of July 22,1998. Transitional Small Business Disclosure Format (check one): YES NO X RIGL CORPORATION INDEX TO FORM 10-QSB PART I - FINANCIAL INFORMATION ______________________________ Item 1 - Financial Statements Page Number Consolidated Balance Sheets as of June 30, 1998 and September 30, 1997 3 Consolidated Statements of Operations for the nine months and three months ended June 30, 1998 and 1997 4 Consolidated Condensed Statements of Cash Flows for the nine months ended June 30, 1998 and 1997 5 Notes to Consolidated Financial Statements 6-9 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 10-11 PART II - OTHER INFORMATION ___________________________ Item 1 - Legal Proceedings 12 Item 2 - Changes in Securities and Use of Proceeds 12 Item 3 - Defaults Upon Senior Securities 12 Item 4 - Submission of Matters to a Vote of Security Holders 12-13 Item 5 - Other Information 13 Item 6 - Exhibits and Reports on Form 8-K 13 Signatures 14 RIGL CORPORATION CONSOLIDATED BALANCE SHEETS (A Development Stage Company) June 30, September 30, 1998 1997 ___________ ______________ ASSETS (Unaudited) ______ Current assets: Cash and cash equivalents $ 2,021,399 841,702 Accounts receivable 1,050 - Other receivables 6,058 5,342 Prepaid expenses 2,753 - _________ ________ Total current assets 2,031,260 847,044 Property and equipment 184,115 87,510 Less accumulated depreciation (47,595) (15,814) _________ ________ Net property and equipment 136,520 71,696 Other assets: Organization costs 1,560 1,560 Shareholder loans 68,000 105,841 Other interest bearing loans 40,000 70,000 Proprietary technology 598,875 13,000 Technology rights - 10,000 Deposits 60,706 790 Less accumulated amortization (546) (812) _________ ________ Net other assets 768,595 200,379 _________ ________ Total assets $ 2,936,375 $ 1,119,119 _________ ________ _________ ________ LIABILITIES AND STOCKHOLDERS' EQUITY ____________________________________ Current liabilities: Accounts payable $ 72,373 $ 4,708 Accrued payroll expense 12,000 22,715 Due to shareholders 62,460 5,103 _________ ________ Total current liabilities 146,833 32,526 Due to shareholders 100,000 - _________ ________ Total liabilities 246,833 32,526 Commitments and contingencies Stockholders' equity: Preferred stock; $.001 par value; authorized 15,000,000 shares, Series A, 3,000,000 authorized: Shares subscribed; 638,400 at September 30, 1997 638 Shares issues and outstanding; 2,361,600 at September 30, 1997 2,362 Series A.1, 2,000,000 authorized: Shares subscribed; 1,761,360 at June 30, 1998 1,761 Additional paid-in-capital 1,759,599 2,934,500 Subscriptions receivable (1,761,360) (638,400) _________ _________ Total preferred stock - 2,299,100 _________ _________ Common stock; $.001 par value; authorized 50,000,000 shares; issued and outstanding: 12,953,134 and 12,273,842 shares at June 30, 1998, respectively, and 6,537,530 shares at September 30, 1997, respectively 12,274 6,537 Additional paid-in-capital 5,479,209 365,005 Subscriptions receivable - (800) _________ ________ Total common stock 5,491,483 370,742 _________ ________ Treasury stock, at cost, 679,292 shares (69,822) - Accumulated deficit (2,732,119) (1,583,249) _________ ________ Total stockholders' equity 2,689,542 1,086,593 _________ ________ Total liabilities and stockholders' equity $ 2,936,375 $ 1,119,119 _________ _________ _________ _________ See accompanying notes to these consolidated financial statements. RIGL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (A Development Stage Company) (unaudited) Nine Months Ended Three Months Ended _____________________ _____________________ June 30, June 30, June 30, June 30, 1998 1997 1998 1997 ________ ________ ________ ________ Revenue: Corporate revenue $ 70,644 $ 35,450 $ 34,888 $ 450 Royalty income 264 870 - 323 Stock transfer fees 2,212 - 225 - ________ ________ ________ ________ Total revenue 73,120 36,320 35,113 773 Direct expense - 387 - 196 ________ ________ ________ ________ Gross profit 73,120 35,933 35,113 577 General & administrative expenses 1,231,175 900,849 464,012 346,414 Depreciation & amortization expense 51,515 7,336 20,565 4,106 ________ ________ ________ ________ Net operating income (loss) (1,209,570) (872,252) (449,464) (349,943) Interest (income) (62,416) (7,573) (22,297) (4,232) ________ ________ ________ ________ Income before taxes $(1,147,154) $(864,679) $(427,167) $(345,711) Provision for income taxes 1,716 - 1,716 - ________ ________ _________ ________ Net income (loss) $(1,148,870) $(864,679) $(428,883) $(345,711) ________ ________ _________ ________ ________ ________ _________ ________ Basic EPS $ (0.10) $ (0.14) $ (0.03) $ (0.06) ________ ________ _________ ________ ________ ________ _________ ________ Diluted EPS $ (0.10) $ (0.14) $ (0.03) $ (0.06) ________ ________ _________ ________ ________ ________ _________ ________ See accompanying notes to these consolidated financial statements. RIGL CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (A Development Stage Company) (unaudited) Nine Months Ended ________________________ June 30, June 30, 1998 1997 CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: Net cash provided by (used in) operating activities $ (1,403,373) $ (966,256) _____________ ____________ CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: Capital expenditures (115,454) (59,202) Expenditures to acquire intangible assets (10,000) (1,560) Expenditures to acquire/ develop technology rights (170,011) - ____________ ____________ Net cash provided by (used in) investing activities (295,465) (60,762) ____________ ____________ CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: Proceeds from issuance of common stock 1,495 2,670 Proceeds from issuance of preferred stock 2,877,040 1,455,500 ___________ __________ Net cash provided by (used in) financing activities 2,878,535 1,458,170 ___________ __________ Net increase in cash and cash equivalents 1,179,697 431,152 ___________ __________ Cash and cash equivalents at beginning of period 841,702 9,345 ___________ __________ Cash and cash equivalents at end of period $ 2,021,399 $ 440,497 ___________ __________ ___________ __________ See accompanying notes to these consolidated financial statements. RIGL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (A Development Stage Company) 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 NCNM remained active in this business until 1974. Since 1974, NCNM has been substantially inactive, receiving only residual income from over-riding royalty interest in oil and gas leases. In April, 1994 NCNM moved its domicile from the state of New Mexico to Nevada. From that period until its combination with Renaissance Center, Inc. (RenCen) NCNM remained substantially inactive. The management of RenCen instituted a 1 for 2 reverse split of its common stock held by management prior to the combination with NCNM. Subsequently, RenCen decreased the number of authorized shares of common stock, par value $.001, from 50 million to 25 million shares. 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 alterations were made to the preferred shares of RenCen. This business combination was accounted for as a pooling of interest. The name of the merged companies was changed to Renaissance International Group, Ltd (the Company) on July 2, 1997. On June 22, 1998, the shareholders approved a change of the Company name to RIGL Corporation. Subsequent to the reverse split and prior to the combination with NCNM, 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 _________ b. Nature of business The Company, through its subsidiary RenCen, owns a proprietary technology developed by an officer of the Company for the integration of equipment and components in high-tech digital multimedia studios. 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 outdated 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 its proprietary technology as well as looking for opportunities to acquire other synergistic technologies. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. b. Accounting Method The Company recognizes income and expenses based upon the accrual method of accounting. No allowances have been made for doubtful accounts. c. Unaudited Information and Basis of Presentation The consolidated balance sheet as of June 30, 1998 and statements of operations and condensed cash flows for all periods included in the accompanying financial statements have not been audited. In the opinion of management these financial statements include all normal and recurring adjustments necessary for a fair presentation of such financial information. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The financial information included herein has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The interim financial information and the notes thereto should be read in conjunction with the audited financial statements for the fiscal years ended September 30, 1997, September 30, 1996 and September 30, 1995 which are included in the Company's 1997 Annual Report to Stockholders. d. Property and Equipment Property 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 e. Income Taxes The Company, a C Corporation, accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 (Accounting for Income Taxes). 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. f. Management's Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. g. Recent Accounting Pronouncements In February 1997, SFAS No. 128, "Earnings per Share" ("SFAS 128") was issued. Under SFAS 128, primary earnings per share is replaced by basic earnings per share and fully diluted earnings per share is replaced by diluted earnings per share. In June 1997, SFAS No. 130, "Reporting Comprehensive Income" ("SFAS 130") was issued. SFAS 130 establishes standards for the reporting of comprehensive income and its components in a full set of general-purpose financial statements for periods beginning after December 15, 1997. Reclassification of financial statements for earlier periods for comparative purposes is required. In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS 131") was issued. SFAS 131 revises information regarding the reporting of operating segments. It also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company adopted SFAS 128 in the first quarter of fiscal 1998 and SFAS 130 and SFAS 131 in fiscal 1999 and does not expect such adoptions to have a material effect on the consolidated financial statements and footnotes. NOTE 3 - OTHER ASSETS Other assets consist of organization cost, shareholder loans, interest bearing loans to third parties, proprietary technology rights and deposits. 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 proprietary technology mainly relates to the acquisition of the worldwide exclusive rights to the MEDASYS medical software system. The Company acquired the software technology in exchange for 255,864 shares of its common stock and $65,000 in cash. Management believes that the acquisition of the MEDASYS technology will shorten the time to market of the Company's own internally developed system as well as save significant development resources. The Company optioned the right to patented Optical Collision Avoidance System (O-CAS) from its inventor for $20,000. These technology rights were written off in the quarter ended December 31, 1997 as these rights were no longer considered to have value to the Company. NOTE 4 SHAREHOLDERS' EQUITY During the nine months ended June 30, 1998, the Company completed the following stock transactions from its authorized but unissued capital shares: Payments in the amount of $2,877,040 were received on the Series A and A.1 preferred stock subscriptions and $1,495 received on common stock subscriptions. Costs and expenses relating to the sales of these shares totaled $337,758. The preferred shares carry a conversion to common on a one for one basis and 5,238,640 were converted during the nine months ended June 30, 1998. The Company issued 25,000 shares in exchange for services rendered. During the year ended September 30, 1997, the Company completed the following stock transactions from its authorized but not unissued capital shares: Payments in the amount of $2,266,600 were received in Series A preferred stock subscriptions and $2,760 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 common shares, during the quarter ended December 31, 1997, at the request of the selling agents. The Company issued 217,250 common shares for services rendered. Effective October 22, 1997 warrants were issued to existing stockholders to acquire 2,598,170 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 30, 1999. The Company granted certain of its executive officers and other individuals options to purchase shares of the Company's common stock. At June 30, 1998 options to purchase 1,112,074 shares of common stock were outstanding. NOTE 5 - EARNINGS PER SHARE In February 1997 the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which is effective for financial statements for both interim and annual periods ending after December 15, 1997. The new standard eliminates primary and fully dilutive earnings per share and requires presentation of basic and diluted earnings per share with disclosures of the methods used to compute the per share amounts. Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average common shares outstanding for the period. Diluted earnings per share reflects the weighted- average common shares outstanding plus the potential effect of securities or contracts which are convertible to common shares such as options, warrants, and convertible debt and preferred stock. The adoption of this standard is not expected to have a material impact on earnings per share of the Company. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from exercise of stock options rather than the higher of the average or ending stock price as used in the computation of fully diluted EPS. The following is a reconciliation between the components of the basic and diluted net income (loss) per share calculations for the periods presented below: Nine Months Ended: June 30, 1998 June 30, 1997 _____________________________ _____________________________ Income Shares Per Income Shares Per Share Share Amount Amount _________ _________ ______ _________ _________ ______ Basic income (loss) per share Net income (loss) $(1,148,870) 11,078,339 $(0.10) $(864,679) 6,013,280 $(0.14) ________ ________ ________ ________ Effect of dilutive securities Stock options/ warrants 60,628 _________ _________ ______ _________ _________ ______ Diluted net income (loss) per share Net income (loss) plus assumed exercises and conversions$(1,148,870) 11,138,967 $(0.10) $(864,679) 6,013,280 $(0.14) ________________________________________________________________ ________________________________________________________________ Three Months Ended: June 30, June 30, 1998 1997 _____________________________ _______________________________ Income Shares Per Income Shares Per Share Share Amount Amount _________ _________ ______ _________ _________ ______ Basic income (loss) per share Net income (loss) $(428,883) 12,669,675 $(0.03) $(345,711) 6,013,280 $(0.06) _______ _______ _______ _______ Effect of dilutive securities Stock options/ warrants 60,628 _________ _________ ______ _________ _________ ______ Diluted net income (loss) per share Net income (loss) plus assumed exercises and conversions$(428,883) 12,730,303 $(0.03) $(345,711) 6,013,280 $(0.06) ________________________________________________________________ ________________________________________________________________ Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL POSITION AND LIQUIDITY The Company's current ratio was 13.8 to 1 at June 30, 1998. Cash and cash equivalents increased $1,179,697 to $2,021,399 at June 30, 1998 from $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 nine months ended June 30, 1998, 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 the 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. RESULTS OF OPERATIONS Total Revenue. Total revenue increased $34,340 to $35,113 during the three months ended June 30, 1998 as compared to the $773 in the same period of fiscal 1997. On a year-to-date basis total revenue increased $36,800 to $73,120 compared to $36,320 in the previous year. These increases are due to the additional 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 technology as well as looking for opportunities to acquire other synergistic technologies. 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. General & Administrative Expenses. General & administrative expenses increased $117,598 to $464,012 during the three months ended June 30, 1998 as compared to the $346,414 in the same period of fiscal 1997. On a year-to-date basis general & administrative expenses increased $330,325 to $1,231,175 compared to $900,849 in the previous year. The increases in general & administrative expenses relate 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, general & administrative expenses increased due to the costs incurred in securing key management personnel for both the corporate management and development programs. The Company had thirteen employees at June 30, 1998 compared to six at September 30, 1997. These employees were dedicated to the development of the AMIRE system and the enrollment and operation of physician practices. Management anticipates additional employees will be hired as the Company progresses through the development stage of the AMIRE system and enrolls physician practices. Depreciation & amortization expense. Depreciation & amortization expense creased $16,459 to $20,565 during the three months ended June 30, 1998 as compared to the $4,106 in the same period of fiscal 1997. On a year-to-date basis depreciation & amortization expenses increased $44,179 to $51,515 compared to $7,336 in the previous year. The increase in depreciation is due to the addition of approximately $100,000 in property and equipment during 1998. Management anticipates additional property and equipment will be required as the Company progresses through the development stage of the AMIRE system. The increase in amortization was due to $20,000 of technology rights written off, as these rights were no longer considered to have any value to the Company. Interest Income. Interest income increased $18,065 to $22,297 during the three months ended June 30, 1998 as compared to the $4,232 in the same period of fiscal 1997. On a year-to-date basis interest income increased $54,843 to $62,416 compared to $7,573 in the previous year. The increase is due to the cash received on preferred stock subscriptions during the current year which has given the Company a higher cash balance to invest in interest earning accounts. These cash balances will be utilized in the future on the development of the AMIRE system, therefore interest income could decrease in future periods. Income taxes. The provision for income taxes relates to minimum tax requirements in various states that the Company does business. The Company has approximately $1,580,000 of net operating loss carry forwards which can be used to offset future taxable income. Net income (loss) and weighted average shares. Net loss for the three months ded was $428,883 (or $0.03 per share) compared to net loss of $345,711 (or $0.06 per share) for the prior year third quarter. Net loss for the nine months ended was $1,148,870 (or $0.10 per share) compared to net loss of $864,679 (or $0.14 per share) for the same period of the prior year. The weighted average number of shares outstanding for the nine month period ended June 30, 1998 and June 30, 1997 were 11,078,339 and 6,013,280, respectively. The weighted average number of shares outstanding for the three month period ended June 30, 1998 and June 30, 1997 were 12,669,675 and 6,013,280, respectively. RIGL CORPORATION PART II Item 1 Legal Proceedings None Item 2 Changes in Securities and Use of Proceeds (a) On June 22, 1998 the shareholders approved a change in RIGL Corporation's charter to increase the authorized shares of common stock from 25,000,000 to 50,000,000. (b) Not applicable (c) Not applicable Item 3 Defaults Upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders (a) The 1997 Annual Meeting of Stockholders of RIGL Corporation was held on June 22, 1998 (b) Not required (c) The following matters were voted upon and approved at the meeting: (i) Ratification of the prior acts of the Board of Directors since the last meeting of stockholders of the Company (ii) The re-election of the Board of Directors to serve until the fiscal 1998 Annual Meeting of Stockholders; nominees were Tennessee Webb, Harold Roberts, William O'Neal, Walter Vogel and Kevin L. Jones (iii) The adoption of the 1998 Stock Option Plan (iv) The appointment of Singer, Lewak, Greenbaum & Goldstein LLP as the independent public accountants for the Company for the year ended September 30, 1998 (v) The amendment of the Certificate of Incorporation to change the name of the Company to RIGL Corporation (vi) The amendment of the Certificate of Incorporation to increase the authorized shares of the Company from 25,000,000 to 50,000,000 Summary of proxies votes: Proposal For Against Abstain (i) Ratification of prior acts 6,653,993 - 35,000 (ii) Webb 6,688,993 - - (ii) Roberts 6,688,993 - - (ii) O'Neal 6,531,493 157,500 - (ii) Vogel 6,688,993 - - (ii) Jones 6,688,993 - - (iii) 1998 Stock Option Plan 6,668,993 - 20,000 (iv) Independent auditors 6,688,993 - - (v) Name change to RIGL 6,106,993 307,000 275,000 (vi) Increase shares to 50,000,000 6,088,993 157,500 442,500 Total shares voted 6,688,993 Total shares not voted 5,583,849 (d) None Item 5 Other Information None Item 6 Exhibits and Reports on Form 8-K (a) Exhibit Index Page 15 (b) No reports on Form 8-K were filed during the three months ended June 30, 1998. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized. August 12, 1998 RIGL CORPORATION /s/ Kevin L. Jones Kevin L. Jones, Title: Director and President /s/ John A. Williams John A. Williams, Title: Chief Financial Officer RIGL CORPORATION INDEX TO EXHIBITS Exhibit Number Description ______________________________________________________________________________ 10.1* Employment Agreement Among Michael MacKay and Renaissance International Group, Ltd. 27 Financial Data Schedule