SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2003
RENEGADE VENTURE (NEV.) CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 33-30476-D 84-1108499
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(State or other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
6901 South Park Avenue
Tucson, Arizona 85706
(Address of Registrant's Principal Executive Offices) (Zip Code)
(520) 294-3481
(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
As more fully set forth under "Other Events" below, on July 21, 2003, the
Company's Board of Directors declared 8,100,000 shares of its outstanding common
stock registered to Old Mission Assessment Corporation ("OMAC"), 1,500,000
shares registered to Seajay Holdings, LLC ("Seajay") and 1,500,000 shares
registered to Joane Corporation ("Joane") to be void. On July 21, 2003, the
Company's Board of Directors also issued 2,500,000 shares of the Company's
common stock each to Ian Herman and John B. Sawyer. As a result, the Company's
outstanding shares of common stock decreased from 18,790,000 to 12,690,000. Mr.
Herman holds a total of 2,700,000 or 21.28% and Mr. Sawyer holds 2,900,000 or
22.85% of the Company's outstanding shares. Other persons holding 5% or more of
the Company's outstanding common stock are as follows:
Percentage
Common Shares of Common
Shareholder Name and Address Beneficially Owned Shares Outstanding
- ---------------------------- ------------------ ------------------
LogiCapital Corporation 3,000,000 23.64%
109 Lispenord
New Rochelle, New York 10810
United Payphone Owners, LLC 1,000,000 7.88%
8936 East Sunlakes Boulevard South
Sun Lakes, Arizona 85218
Item 5. Other Events.
On June 18, 2003, the Company obtained a judgment in the Superior Court of
Maricopa County, Arizona (No. CV2003-008140) directing OMAC to return to the
Company a certificate representing 8,100,000 shares of the Company's common
stock for cancellation. The order was based upon a failure of OMAC to perform
its obligations under a Funding and Operation Agreement dated April 15, 2002.
OMAC had been issued 8,100,000 shares, Seajay had been issued 1,500,000 shares
and Joane had been issued 1,500,000 shares of the Company's common stock in
consideration for OMAC agreeing to advance up to $1,500,000 under the terms of
the Funding and Operation Agreement. The Court further ordered the Company to
pay into escrow $400,535 that is to be available to OMAC and/or its creditors.
The $400,535 is payable into escrow upon obtaining and cancelling the stock
certificate and subject to a financing contemplated by the Company to be
completed within 90 days of the return and cancellation of the share
certificate.
On July 21, 2003, the Company's Board of Directors determined to declare
that the 8,100,000 shares of stock outstanding and registered to OMAC, the
1,500,000 shares outstanding and registered to Joane and the 1,500,000 shares
outstanding and registered to Seajay to be void due to failure to receive
adequate consideration for the issuance of such shares. The Board further
2
directed that the Company should continue to attempt to obtain the share
certificates representing the 8,100,000 shares issued to OMAC and the 1,500,000
shares issued to Seajay. The Company is in possession of the certificate
representing the 1,500,000 shares issued to Joane and intends to cancel this
certificate.
Also as of July 21, 2003, the Board of Directors determined that it would
be in the best interest of the Company to enter into employment agreements with
its executive officers, Ian Herman the Company's Chief Executive Officer and
John B. Sawyer the Company's Chief Operations Officer and President. Included in
the terms of each employment agreement is a grant of 2,500,000 shares of common
stock each to Messrs. Herman and Sawyer. The shares are subject to vesting. The
employment agreements were approved by owners of the majority of the outstanding
shares of the Company's common stock as of July 28, 2003. The Company is in the
process of providing notice of this action to all shareholders as required under
Rule 14c-2 as promulgated under the Securities Exchange Act of 1934.
Item 7. Financial Statements and Exhibits
Exhibit Description
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10.9 Employment Agreement dated July 21, 2003 by and between Renegade
Venture (Nev.) Corporation and Ian Herman
10.10 Employment Agreement dated July 21, 2003 by and between Renegade
Venture (Nev.) Corporation and John B. Sawyer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENEGADE VENTURE (NEV.) CORPORATION
By: /s/ Ian Herman
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Ian Herman, Chief Executive Officer
Dated: August 7, 2003