RENAISSANCE GOLF PRODUCTS INC
10QSB, 1997-08-14
SPORTING & ATHLETIC GOODS, NEC
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                       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, 1997
                                              -------------

                                      OR

/ /        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

               For the transition period from            to 
                                              ----------    ----------

                        Commission File Number  1-12532


                        RENAISSANCE GOLF PRODUCTS, INC.
       (Exact name of small business issuer as specified in its charter)

          DELAWARE                                     86-0664849

(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

             5812 MACHINE DRIVE, HUNTINGTON BEACH, CALIFORNIA  92649
                    (Address of Principal Executive Offices)

                               (714)  897-8213
                        (Issuer's telephone number)

     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
   ---   ---

As of June 30, 1997, the registrant had 10,961,250 shares outstanding of its 
Common Stock, $.001 par  value.

    Transitional Small Business Disclosure Format (check one); Yes    No  X 
                                                                  ---    ---

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                        RENAISSANCE GOLF PRODUCTS, INC.

                              TABLE OF CONTENTS

<TABLE>
<CAPTION>

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                                                              PAGE 
<S>                                                           <C>
           PART 1.  FINANCIAL INFORMATION                       
           Item 1. Financial Statements:
 
           Balance Sheets as of June 30, 1997                  1 
           and December 31, 1996 
 
           Statements of Operations for the six months         2 
           ended June 30, 1997 and 1996 
 
           Statements of Operations for the three months       3 
           ended June 30, 1997 and 1996 
 
           Statements of Cash Flows for the six months         4 
           ended June 30, 1997 and 1996 
 
           Notes to Financial Statements                       5 
 
           Item 2. Management's Discussion and Analysis of     7 
           Financial Condition and Results of Operations 
 
           PART II. OTHER INFORMATION                          10 
 
           SIGNATURES                                          11 
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</TABLE>


                                       i
<PAGE>

                                    PART I
                             FINANCIAL INFORMATION

                         ITEM 1.  FINANCIAL STATEMENTS

RENAISSANCE GOLF PRODUCTS, INC.
BALANCE SHEETS
AS OF JUNE 30, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                                        June 30,  December 31,
                                                            1997          1996
                                                    ------------  ------------
<S>                                                 <C>           <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                               $145,560      $276,012
Accounts receivable, net                                 890,892       142,539
Inventories, net                                         854,952       348,640
Prepaid expenses                                          49,745        10,315
                                                     -----------   -----------
  Total current assets                                 1,941,149       777,506

PROPERTY AND EQUIPMENT, net                               34,963        49,207
OTHER ASSETS                                              20,105        21,143
                                                     -----------   -----------
    Total  assets                                     $1,996,217      $847,856
                                                     -----------   -----------
                                                     -----------   -----------
LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Current portion of long-term debt                              -       $52,935
Accounts payable                                         481,689       321,294
Accrued liabilities                                      250,072       453,332
Accrued royalties                                        118,355       184,146
Deferred revenue                                               -       267,723
Line of credit                                           100,000             -
Notes payable                                            712,019             -
                                                     -----------   -----------
  Total current liabilities                            1,662,135     1,279,430
                                                     -----------   -----------
Notes Payable, less current portion                    1,263,600       920,500
                                                     -----------   -----------
STOCKHOLDERS' DEFICIT:
Preferred stock, $.01 par value, 150,000 shares
  authorized;  250 issued and outstanding                      3             3
Common stock, $.001 par value,  20,000,000 shares
  authorized;  9,898,663 issued and outstanding           10,961         5,461
Common stock subscribed, 3,812,500 shares                      -       762,500
Additional paid-in capital                            12,860,840    11,758,741
Accumulated deficit                                  (13,801,322)  (13,878,779)
                                                     -----------   -----------
  Total stockholders' deficit                           (929,518)   (1,352,074)
                                                     -----------   -----------
    Total liabilities and stockholders' deficit       $1,996,217      $847,856
                                                     -----------   -----------
                                                     -----------   -----------
</TABLE>


                                       1
<PAGE>

RENAISSANCE GOLF PRODUCTS, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
                                                            1997          1996
                                                      ----------    ----------
<S>                                                   <C>           <C>
NET SALES                                             $2,772,844    $1,206,158
COST OF SALES                                          2,046,400       862,295
                                                      ----------    ----------
  Gross profit                                           726,444       343,863

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                               936,347       885,449
                                                      ----------    ----------
  Operating loss                                        (209,903)     (541,586)

OTHER INCOME (EXPENSE):
Miscellaneous                                             75,196            71
Interest income                                            3,555            77
Interest expense                                        (108,819)      (24,412)
                                                      ----------    ----------
  Net other expense                                      (30,068)      (24,264)
                                                      ----------    ----------

LOSS BEFORE INCOME TAX EXPENSE                          (239,971)     (565,850)

PROVISION FOR INCOME TAXES                                  (800)         (800)
                                                      ----------    ----------

LOSS BEFORE EXTRAORDINARY ITEM                          (240,771)     (566,650)

EXTRAORDINARY GAIN-FORGIVENESS OF DEBT                   318,228             -
                                                      ----------    ----------

NET INCOME (LOSS)                                        $77,457     ($566,650)
                                                      ----------    ----------
                                                      ----------    ----------

EARNINGS PER SHARE:
Loss before extraordinary item                            ($0.02)       ($0.10)
Extraordinary gain-forgiveness of debt                      0.03             -
                                                      ----------    ----------
Net income (loss) per common and common
  equivalent share                                         $0.01        ($0.10)
                                                      ----------    ----------
                                                      ----------    ----------
WEIGHTED AVERAGE OUTSTANDING COMMON
  AND COMMON EQUIVALENT SHARES                        10,961,250     5,461,163
</TABLE>


                                       2
<PAGE>

RENAISSANCE GOLF PRODUCTS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
                                                            1997          1996
                                                      ----------    ----------
<S>                                                   <C>           <C>
NET SALES                                             $2,342,044      $810,497
COST OF SALES                                          1,815,073       600,305
                                                      ----------    ----------
  Gross profit                                           526,971       210,192

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                               550,015       414,613
                                                      ----------    ----------
  Operating loss                                         (23,044)     (204,421)

OTHER INCOME (EXPENSE):
Miscellaneous                                             75,105             0
Interest income                                            1,810            76
Interest expense                                         (70,849)      (13,654)
                                                      ----------    ----------
  Net other expense                                        6,066       (13,578)
                                                      ----------    ----------

LOSS BEFORE INCOME TAX EXPENSE                           (16,978)     (217,999)

PROVISION FOR INCOME TAXES                                     0             0
                                                      ----------    ----------

LOSS BEFORE EXTRAORDINARY ITEM                           (16,978)     (217,999)

EXTRAORDINARY GAIN-FORGIVENESS OF DEBT                    35,104             0
                                                      ----------    ----------

NET INCOME (LOSS)                                        $18,126     ($217,999)
                                                      ----------    ----------
                                                      ----------    ----------

EARNINGS PER SHARE:
Loss before extraordinary item                            ($0.00)      ($0.040)
Extraordinary gain-forgiveness of debt                      0.00         0.000
                                                      ----------    ----------
Net income (loss) per common and common
  equivalent share                                         $0.00       ($0.040)
                                                      ----------    ----------
                                                      ----------    ----------

WEIGHTED AVERAGE OUTSTANDING COMMON
  AND COMMON EQUIVALENT SHARES                        10,961,250     5,461,163
</TABLE>


                                       3
<PAGE>

RENAISSANCE GOLF PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
                                                                         1997          1996
                                                                      ----------    ----------
<S>                                                                   <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                 $77,457     ($566,650)

Adjustments to reconcile net loss to net cash (used in) 
  provided by operating activities:
    Depreciation and amortization                                         14,244        39,068
    Accretion of discount                                                  5,600             -
    Change in allowance for doubtful accounts                             14,515        36,796
    Gain on forgiveness of debt                                         (318,228)            -
    Non-cash reduction in accrued liabilities                            (75,050)            -
    Compensation expense recorded in connection with options               7,600             -

    Net change in operating assets and liabilities:
      Accounts receivable                                               (762,868)      419,805
      Inventories                                                       (506,312)      288,799
      Prepaid expenses                                                   (39,430)      (41,724)
      Other assets                                                         1,038           837
      Accounts payable and accrued expenses                              350,412      (163,509)
      Accrued royalties                                                  (65,791)      249,236
      Deferred revenue                                                  (267,723)       46,095
                                                                      -----------    ---------

         Net cash (used in) provided by operating activities          (1,564,536)      308,753

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                             -           (53)
                                                                      -----------    ---------

         Net cash used in investing activities                                 -           (53)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in lines of credit                               100,000      (287,901)
Payments on notes payable, net of disount                             (1,355,935)     (121,526)
Proceeds from notes payable                                            2,015,019        50,000
Proceeds from issuance of subordinated convertible debentures            337,500             -
Proceeds from issuance of common stock                                   337,500             -
                                                                      -----------    ---------
         Net cash used in financing activities                         1,434,084      (359,427)
                                                                      -----------    ---------

NET DECREASE IN CASH                                                    (130,452)      (50,727)

CASH and cash equivalents, beginning of period                           276,012        96,927
                                                                      -----------    ---------

CASH and cash equivalents, end of period                                $145,560       $46,200
                                                                      -----------    ---------
                                                                      -----------    ---------
</TABLE>


                                      4
<PAGE>

RENAISSANCE GOLF PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
For the six months and three months ended June 30, 1997 and June 30, 1996
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1.   BASIS OF PRESENTATION

     The financial statements reflect, in the opinion of management, all 
adjustments (which include only normal recurring adjustments) necessary to 
present fairly the financial position and results of operations for the 
periods indicated. 

     The accompanying interim financial statements should be read in 
conjunction with the financial statements and related notes included in the 
Company's 1996 10-KSB as filed with 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 the Securities and Exchange 
Commission rules and regulations. 

     The results of operations for the interim period covered by this report 
may not necessarily be indicative of operating results for the full fiscal 
year. 

     Net income (loss) per common and common equivalent share was computed 
based on the net income (loss) divided by the weighted average number of 
common and common equivalent shares outstanding (unless anti-dilutive) during 
the years presented.  

     The Financial Accounting Standards Board has issued Statement of 
Financial Accounting Standards 128, EARNINGS PER SHARE ("SFAS 128"), which is 
effective for financial statements issued for periods ending after December 
15, 1997.  The effect of adopting SFAS 128 has not yet been determined. 

2.   FINANCING

     In October 1996, the Company, offered for sale in a private offering 
(the "Financing") up to a maximum of 100 units at an issue price of $25,000 
per unit (the "Units"), each Unit consisting of (i) a Convertible 
Subordinated Debenture due November 1, 2001 in the principal amount of 
$12,500 bearing interest, payable quarterly in arrears on March 31, June 30, 
September 30 and December 31 of each year commencing on June 30, 1997, at the 
rate of 10% per annum for the first 24 months and bearing interest thereafter 
at the prime rate charged by the Company's bank plus four points (the 
"Debenture"); and (ii) 62,500 shares of Common Stock, par value $.001 (the 
"Unit Shares"), at a price of $.20 per share for a total of $12,500 for the 
Unit Shares.  The Debenture is convertible at any time from issuance prior to 
maturity at the rate of $.50 per share and is redeemable by the Company at 
any time after the closing price of the Company's Common Stock equals or 
exceeds $1.50 per share for 20 consecutive trading days. The Financing has 
resulted in the infusion of $2,250,000 as of July 31, 1997.
          
     In January 1997, the Company entered into a line of credit agreement 
with a bank in which the Company can borrow up to $400,000 in connection with 
the letter of credit established in accordance with the Fila Sport License 
Agreement.  The line bears interest at the bank's prime rate plus 1.5% and is 
collateralized by essentially all of the Company's assets and is guaranteed 
by the Chairman of the Board of Directors.  The Company established a letter 
of credit with an accredited bank in the amount of $400,000.  


                                       5
<PAGE>

The letter of credit is secured by the line of credit.  The line of credit 
and letter of credit expire January 31, 1998.  As of June 30, 1997, $100,000 
had been drawn down on the line of credit.   
     
     The Company and the Company's Chairman of the Board of Directors jointly 
entered into a loan and security agreement with a lender on March 31, 1997 
which will provide the Company up to the maximum aggregate principal amount 
of the lesser of $1,000,000, and 50% of the aggregate of all open customer 
purchase orders.  The amount outstanding on the loan and revolving promissory 
note is adjusted upward or downward on a monthly basis, throughout the term 
of the note, based on total open customer purchase orders.  The revolving 
promissory note executed pursuant to this agreement bears an interest rate of 
12% and expires December 31, 1997.  Amounts outstanding under the Agreement 
are collateralized by the Company's inventory and open customer purchase 
orders. As of June 30, 1997, the Company had borrowed $482,000 on this 
revolving promissory note.  

     The Company and the Company's Chairman of the Board of Directors jointly 
entered into a loan and security agreement with a lender on May 9, 1997 to 
provide the Company $1,078,000.  The promissory note executed pursuant to 
this agreement bore interest at the rate of 12% and involved a loan 
origination fee of $5,390. The outstanding balance on the note was paid in 
full together with interest and fees in June 1997.   
   
     Effective March 21, 1997, the Company borrowed $225,000 from a 
stockholder. The borrowing was paid in full plus interest at a rate of 1% per 
month in April 1997.  In May 1997, the Company again borrowed $225,000 from 
this stockholder at an interest rate of 1% per month.  The promissory note 
executed pursuant to this agreement bears an interest rate of 1% payable 
monthly and expires December 31, 1997.           

3.   FORGIVENESS OF DEBT

     The Company entered into an agreement with a third party regarding 
certain prepaid royalties.  The third party released the Company from any 
obligation to repay the prepaid royalties and required no additional services 
from the Company.  The result was an extraordinary gain from forgiveness of 
debt in the amount of $268,000.  In addition, the Company entered into 
agreements with five third parties regarding the reduction and settlement of 
certain trade payables. The third parties released the Company from any 
obligations to repay these negotiated amounts resulting in an extraordinary 
gain from forgiveness of debt in the amount of $50,000.


                                       6
<PAGE>

              ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     All statements, other than statements of historical fact, included in 
this Form 10-QSB, including without limitation the statements under 
"Management's Discussion and Analysis of Financial Condition and Results of 
Operations" are, or may be deemed to be, "forward-looking statements" within 
the meaning of Section 27A of the Securities Act of 1933, as amended, and 
Section 21E of the Securities Exchange Act of 1934.  Such forward-looking 
statements involve assumptions, known and unknown risks, uncertainties and 
other factors which may cause the actual results, performance or achievements 
of Renaissance Golf Products, Inc. (the "Company") to be materially different 
from any future results, performance or achievements expressed or implied by 
such forward-looking statements contained in this Form 10-QSB.  Such 
potential risks and uncertainties include, without limitation, competitive 
pricing and other pressures from other golf equipment manufacturers, economic 
conditions generally and in the Company's primary markets, consumer spending 
patterns, perceived quality and value of the Company's products, availability 
of capital, cost of labor (foreign and domestic), cost of raw materials, 
occupancy costs and other risk factors detailed herein and in other of the 
Company's filings with the Securities and Exchange Commission.  The 
forward-looking statements are made as of the date of this Form 10-QSB and 
the Company assumes no obligation to update the forward-looking statements or 
to update the reasons actual results could differ from those projected in 
such forward-looking statements.  Therefore, readers are cautioned not to 
place undue reliance on these forward-looking statements. 

                             RESULTS OF OPERATIONS

     Net sales for the six months ended June 30, 1997 were $2,773,000 
compared to $1,206,000 for the comparable period in 1996, an increase of 
$1,567,000 or 129.9%.  Net sales for the three months ended June 30, 1997 
were $2,342,000 compared to $810,000 for the comparable period in 1996, an 
increase of $1,532,000 or 189.1%.  These increases are attributable to the 
Company's re-focused business strategy.  The Company has determined to 
re-focus its business strategy and marketing efforts to place greater 
emphasis on market niches which have been the most consistently productive 
since the Company's inception and which are the most closely aligned with 
Fila Sport's interests and marketing emphasis: high-fashion design and value. 
The areas of renewed marketing emphasis and their intended order of 
attention by the Company are as follows (i) golf bags and accessories 
generally; (ii) ladies bags, clubs and accessories; (iii) men's clubs and 
accessories; and (iv) junior's bags, clubs and accessories.  Although the 
Company has begun modifying its marketing emphasis, it will continue with its 
general business strategy of providing unique, innovative, quality products 
which utilize and promote the Fila Sport image. The Company's business is 
seasonal in nature.  Therefore, operating results for one or more quarters 
may not be indicative of future trends or operating results for the full 
fiscal year.
 
     Cost of sales increased from $862,000 for the six months ended June 30, 
1996 to $2,046,000 for the comparable period in 1997, an increase of 
$1,184,000 or 137.4%.  Cost of sales increased from $600,000 for the three 
months ended June 30, 1996 to $1,815,000 for the comparable period in 1997, 
an increase of $1,215,000 or 202.5%.  The gross profit margin decreased from 
28.5% for the six months ended June 30, 1996 to 26.2% for the comparable 
period in 1997.  The gross profit margin decreased from 25.9% for the three 
months ended June 30, 1996 to 22.5% for the comparable period in 1997.  These 
decreases are due primarily to lower margins on larger sales volumes for the 
three months ended June 30, 1997 as compared to the same period in 1996.   

     Selling, general and administrative costs were $936,000 during the six 
months ended June 30, 


                                       7
<PAGE>

1997 compared to $885,000 for the comparable period in 1996, an increase of 
$51,000 or 5.8%.  Selling, general and administrative costs were $550,000 
during the three months ended June 30, 1997 compared to $415,000 for the 
comparable period in 1996, an increase of $135,000 or 32.5%.  The net 
increase in selling, general and administrative costs is comprised of 
increases and decreases in certain categories as follows; an increase in 
sales and marketing expenses ($496,000 for the first six months of 1997 as 
compared to $363,000 for the same period in 1996 and $326,000 for the three 
months ended June 30, 1997 as compared to $162,000 for the same period in 
1996), mainly consisting of advertising, demo program, sales promotion, and 
sales commissions; a decrease in finance and administrative expenses ($72,000 
for the first six months of 1997 as compared to $168,000 for the same period 
in 1996 and $38,000 for the three months ended June 30, 1997 as compared to 
$86,000 for the same period in 1996), mainly consisting of insurance, office 
expense, and telephone expenses; an increase in professional costs ($99,000 
for the first six months of 1997 as compared to $42,000 for the same period 
in 1996 and $46,000 for the three months ended June 30 ,1997 as compared to 
$17,000 for the same period in 1996), mainly consisting of consulting and 
legal expenses.  In summary, the Company has generally reduced operating 
expenses in 1997 as compared to 1996. The increase in sales and marketing 
expenses is related to the increase in sales.

     For the three months ended June 30, 1997, the Company reversed $75,000 
of liabilities previously accrued related to trade debt. The Company's 
interest expense increased from $24,000 for the six months ended June 30, 
1996 to $109,000 for the comparable period in 1997 and increased from $14,000 
for the three months ended June 30, 1996 to $71,000 for the comparable period 
in 1997. The increase in interest expense resulted from an increase in 
interest bearing debt incurred to fund increased sales during 1997.

     The Company entered into an agreement with a third party regarding 
certain prepaid royalties.  The third party released the Company from any 
obligation to repay the prepaid royalties and required no additional services 
from the Company.  The result was an extraordinary gain from forgiveness of 
debt in the amount of $268,000.  In addition, the Company entered into 
agreements with five third parties regarding the reduction and settlement of 
certain trade payables. The third parties released the Company from any 
obligations to repay these negotiated amounts resulting in an extraordinary 
gain from forgiveness of debt in the amount of $50,000. 

     The Company experienced net income of $77,000 for the six months ended 
June 30, 1997 compared to a net loss of $566,000 for the comparable period in 
1996, an increase of $643,000.  The Company experienced net income of $18,000 
for the three months ended June 30, 1997 compared to a net loss of $218,000 
for the same period in 1996, an increase of $236,000.

     The Company's inventory increased substantially from $349,000 at 
December 31, 1996 to $855,000 at June 30, 1997 as a result of the Company 
having sufficient working capital from newly invested capital and borrowed 
funds to fund operations and meet inventory purchase requirements.

                        LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash from operations is generated by sales of golf 
products to distributors at wholesale prices.  Sales to domestic accounts are 
typically due 30 to 90 days after shipment while sales to international 
distributors are paid by letter of credit facilities or wire transfer upon 
shipment. 

     Net cash (used in) provided by operating activities for 1997 and 1996 
was ($1,565,000) and $309,000, respectively. Working capital at June 30, 1997 
was $279,000 compared to a deficit of  ($502,000) at December 


                                       8
<PAGE>

31, 1996.  Cash and cash equivalents at June 30, 1997 were $146,000 compared 
to $276,000 at December 31, 1996.  Inventories, net of reserves at June 30, 
1997 were $855,000 compared to $349,000 at December 31, 1996, an increase of 
$506,000.  Also, accounts receivable increased $748,000 from $143,000 at 
December 31, 1996 to $891,000 at June 30, 1997.  Notes payable for $1,976,000 
were outstanding at June 30, 1997 compared to $973,000 at December 31, 1996.  
Accounts payable and accrued liabilities decreased by $46,000 from December 
31, 1996 to June 30, 1997. Accrued royalties decreased by $66,000 from 
December 31, 1996 to June 30, 1997. Royalties due and payable pursuant to the 
license agreement with Fila Sport for the first and second quarter of 1997 
were paid prior to the end of each quarter respectively.   
     
     The Company strives to maintain a sufficient inventory of golf club 
components, bags, and accessories to fulfill orders.  Generally, the Company 
does not maintain a substantial finished product inventory.  Management 
believes that all of the golf club components and other products manufactured 
for the Company by suppliers are readily available from a variety of sources.

     In October 1996, the Company, through the Financing, offered up to a 
maximum of 100 Units at an issue price of $25,000 per Unit, each Unit 
consisting of (i) a Convertible Subordinated Debenture due November 1, 2001 
in the principal amount of $12,500 bearing interest, payable quarterly in 
arrears on March 31, June 30, September 30 and December 31 of each year 
commencing on June 30, 1997, at the rate of 10% per annum for the first 24 
months and bearing interest thereafter at the prime rate charged by the 
Company's bank plus four points; and (ii) 62,500 Unit Shares at a price of 
$.20 per share for a total of $12,500 for the Unit Shares.  The Debenture is 
convertible at any time from issuance prior to maturity at the rate of $.50 
per share and is redeemable by the Company at any time after the closing 
price of the Company's Common Stock equals or exceeds $1.50 per share for 20 
consecutive trading days. 
     
     The Financing has resulted in the infusion of $2,250,000 as of July 31, 
1997.  Financing has permitted the Company to pay off accrued royalties to 
Fila Sport and certain other outstanding liabilities, while also adding to 
working capital.  Additionally, the infusion of capital resulted in the 
Company being able to obtain a revolving loan from a private trust of up to 
$1,000,000 based upon open customer sales orders.  The Company's management 
believes that the proceeds provided by the Financing and through the loan 
will permit the Company to experience a positive cash flow sufficient to 
purchase inventory and increase sales.  As a result, management believes the 
capital infusion and the increased sales levels will provide working capital 
sufficient for the Company to continue operations for the next year; 
although, additional capital will be needed to implement all of management's 
marketing strategies over time.  

     Throughout the Company's operating history, net losses have caused 
significant cash flow problems, particularly during the last two years.  At 
December 31, 1994, the Company had cash and cash equivalents of $1,060,380.  
At December 31, 1995 and December 31, 1996, the Company's available cash and 
equivalents totaled $96,927 and $276,012 respectively.  Although the proceeds 
of this Financing and cash flow from operations are anticipated to be 
sufficient for operations in 1997, the Company will likely require additional 
capital for future development and the marketing of existing and future 
product lines.  In the event the Company cannot fund operations through sales 
after the initial infusion of capital from this Financing, and if the Company 
is unable to secure additional financing in the future, its ability to pursue 
its business strategy, its financial position, and its results of operations 
for future periods may be adversely impacted. 

     In January 1997, the Company entered into a line of credit agreement 
with a bank in which the Company can borrow up to $400,000 in connection with 
the letter of credit established in accordance with the Fila Sport License 
Agreement.  The line bears interest at the bank's prime rate plus 1.5% and is 
collateralized by essentially all of the Company's assets and is guaranteed 
by the Chairman of the Board of Directors.  The 


                                       9
<PAGE>

Company established a letter of credit with an accredited bank in the amount 
of $400,000.  The letter of credit is secured by the line of credit.  The 
line of credit and letter of credit expire January 31, 1998.  As of June 30, 
1997, $100,000 had been drawn down on the line of credit.   

     The Company and the Company's Chairman of the Board of Directors jointly 
entered into a loan and security agreement with a lender on March 31, 1997 
which will provide the Company up to the maximum aggregate principal amount 
of the lesser of $1,000,000, and 50% of the aggregate of all open customer 
purchase orders.  The amount outstanding on the loan and revolving promissory 
note is adjusted upward or downward on a monthly basis, throughout the term 
of the note, based on total open customer purchase orders.  The revolving 
promissory note executed pursuant to this agreement bears an interest rate of 
12% and expires December 31, 1997.  Amounts outstanding under the Agreement 
are collateralized by the Company's inventory and open customer purchase 
orders. As of June 30, 1997, the Company had borrowed $482,000 on this 
revolving promissory note.  

     The Company and the Company's Chairman of the Board of Directors jointly 
entered into a loan and security agreement with a lender on May 9, 1997 to 
provide the Company $1,078,000.  The promissory note executed pursuant to 
this agreement bears an interest rate of 12% plus a loan origination fee of 
$5,390. The borrowing was paid in full plus interest and fees in June 1997.   

     Effective March 21, 1997, the Company borrowed $225,000 from a 
stockholder. The borrowing was paid in full plus interest at a rate of 1% per 
month in April 1997.  In May 1997, the Company again borrowed $225,000 from 
this stockholder at an interest rate of 1% per month.  The promissory note 
executed pursuant to this agreement bears an interest rate of 1% payable 
monthly and expires December 31, 1997. 

                                    PART II
                               OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
               Not Applicable

ITEM 2.   CHANGES IN SECURITIES
               Not Applicable

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
               Not Applicable

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               Not Applicable

ITEM 5.   OTHER INFORMATION
               Not Applicable

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K
               Not Applicable


                                      10
<PAGE>

                                  SIGNATURES

     Pursuant to the Securities Exchange Act of 1934, the registrant has duly 
caused this report to be signed on its behalf by the undersigned thereunto 
duly authorized.

                                          RENAISSANCE GOLF PRODUCTS, INC.

Date:    August 14, 1997             By:  /s/ KENNETH W. CRAIG
      --------------------              --------------------------------------
                                          Kenneth W. Craig
                                          President and Chief Executive Officer

Date:    August 14, 1997             By:  /s/ MONT E. WARREN
      --------------------              --------------------------------------
                                          Mont E. Warren
                                          Chief Financial Officer
                                          (Principal Accounting Officer)


                                      11


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         145,560
<SECURITIES>                                         0
<RECEIVABLES>                                  890,892
<ALLOWANCES>                                         0
<INVENTORY>                                    854,952
<CURRENT-ASSETS>                             1,941,149
<PP&E>                                          34,963
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,996,217
<CURRENT-LIABILITIES>                        1,662,135
<BONDS>                                              0
                                0
                                          3
<COMMON>                                        10,961
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 1,996,217
<SALES>                                      2,772,844
<TOTAL-REVENUES>                             2,772,844
<CGS>                                        2,046,400
<TOTAL-COSTS>                                  936,347
<OTHER-EXPENSES>                                 3,711
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             108,819
<INCOME-PRETAX>                              (315,021)
<INCOME-TAX>                                       800
<INCOME-CONTINUING>                          (315,821)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                393,278
<CHANGES>                                            0
<NET-INCOME>                                    77,457
<EPS-PRIMARY>                                      .01
<EPS-DILUTED>                                        0
        

</TABLE>


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