RENAISSANCE GOLF PRODUCTS INC
10QSB, 1999-11-15
SPORTING & ATHLETIC GOODS, NEC
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<PAGE>

                       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 September 30, 1999
                                              ------------------

                                       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)


          12187 S. BUSINESS PARK DRIVE, SUITE 100, DRAPER, UTAH 84020
                    (Address of Principal Executive Offices)


                                 (801) 501-0200
                          (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 September 30, 1999, the registrant had 9,390,843 shares outstanding of
its Common Stock, $.001 par value.

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

<PAGE>

                        RENAISSANCE GOLF PRODUCTS, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
<S>                                                                       <C>

PART 1.  FINANCIAL INFORMATION
Item 1.  Financial Statements:

Balance Sheets as of September 30, 1999 and
  December 31, 1998                                                         1

Statements of Operations for the Nine Months
  ended September 30, 1999 and September 30, 1998                           2

Statements of Operations for the Three Months
  ended September 30, 1999 and September 30, 1998                           3

Statements of Cash Flows for the Nine Months
  ended September 30, 1999 and September 30, 1998                           4

Notes to Financial Statements for the Nine Months and Three
  Months ended September 30, 1999 and September 30, 1998                    5

Item 2.  Management's Discussion and
  Analysis of Financial Condition and Results of Operations                 8

PART II. OTHER INFORMATION
Item 1.  Legal Proceedings                                                  8

Item 2.  Changes in Securities                                              8

Item 3.  Defaults Upon Senior Securities                                    9

Item 4.  Submission of Matters to a Vote of Security Holders                9

Item 5.  Exhibits and Reports on Form 8-K                                   9

SIGNATURES                                                                 10

</TABLE>

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

RENAISSANCE GOLF PRODUCTS, INC.
BALANCE SHEETS
AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                      September 30,         December 31,
                                                                           1999                  1998
                                                                     ---------------       ---------------
                                                                      (unaudited)
<S>                                                                  <C>                   <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                                  $124,616               $63,184
Accounts receivable, net                                                    605,081               411,311
Inventories, net                                                          1,646,693             2,273,601
Deposits made on inventory                                                  226,322               497,838
Prepaid expenses                                                                                   15,900
                                                                     --------------        --------------
        Total current assets                                              2,602,712             3,261,834

PROPERTY AND EQUIPMENT, net                                                 417,559               465,413
INTANGIBLE ASSETS, net                                                      760,000               780,000
OTHER ASSETS                                                                      -                     -
                                                                     --------------        --------------
               Total  assets                                              3,780,271             4,507,247
                                                                     ==============        ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Revolving line of credit, net of discount                                 4,936,766             4,936,766
Accounts payable                                                            340,771               772,848
Accrued liabilities                                                         362,401               692,453
Accrued royalties                                                           418,355               243,355
Current portion of notes payable                                            881,946               855,000
                                                                     --------------        --------------
        Total current liabilities                                         6,940,239             7,500,422
                                                                     --------------        --------------
Notes Payable, less current portion                                               -                20,000
                                                                     --------------        --------------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value, 150,000 shares
        authorized; 50,250 and 250 issued and
        outstanding as of 9-30-99 and 12-31-98 , respectively                   503                     3
Common stock, $.001 par value, 40,000,000 shares
        authorized; 9,390,843 and 7,498,153 issued and
        outstanding as of 9-30-99 and 12-31-98 , respectively                 9,391                 7,498
Additional paid-in capital                                               19,465,392            17,870,841
Accumulated deficit                                                     (22,635,254)          (20,891,517)
                                                                     --------------        --------------
        Total stockholders' equity (deficit)                             (3,159,968)           (3,013,175)
                                                                     --------------        --------------
               Total liabilities and stockholders' equity (deficit)      $3,780,271            $4,507,247
                                                                     ==============        ==============

</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       1
<PAGE>

RENAISSANCE GOLF PRODUCTS, INC.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                                      1999                        1998
                                                                                   (unaudited)                 (unaudited)
                                                                                 ---------------             ---------------
<S>                                                                              <C>                         <C>
NET SALES                                                                            $3,915,870                  $6,023,119
COST OF SALES                                                                         2,965,471                   4,190,295
                                                                                 --------------              --------------
          Gross profit                                                                  950,399                   1,832,824

SELLING, GENERAL AND ADMINISTRATIVE
          EXPENSES                                                                    2,129,046                   3,397,186
                                                                                 --------------              --------------
          Operating loss                                                             (1,178,647)                 (1,564,362)

OTHER INCOME (EXPENSE):
Interest Income                                                                           4,741                       6,913
Interest Expense                                                                       (583,963)                   (474,331)
Other                                                                                     4,684                         135
                                                                                 --------------              --------------
          Net other expense                                                            (574,538)                   (467,283)
                                                                                 --------------              --------------

LOSS BEFORE INCOME TAX EXPENSE                                                       (1,753,185)                 (2,031,645)

PROVISION FOR INCOME TAXES                                                               (9,059)                       (800)
                                                                                 --------------              --------------

LOSS BEFORE EXTRAORDINARY ITEM                                                       (1,762,244)                 (2,032,445)

EXTRAORDINARY ITEMS                                                                      18,508                           0
                                                                                 --------------              --------------

NET LOSS                                                                            ($1,743,736)                ($2,032,445)
                                                                                 ==============              ==============

EARNINGS PER SHARE-BASIC:
Loss before extraordinary item                                                           ($0.21)                     ($0.30)
Extraordinary gain-forgiveness of debt                                                     0.00                        0.00
                                                                                 --------------              --------------
Net loss per common and common
          equivalent share                                                               ($0.21)                     ($0.30)
                                                                                 ==============              ==============
WEIGHTED AVERAGE OUTSTANDING COMMON
          AND COMMON EQUIVALENT SHARES-BASIC                                          8,503,473                   6,771,455
                                                                                 ==============              ==============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       2
<PAGE>

RENAISSANCE GOLF PRODUCTS, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                                      1999                        1998
                                                                                   (unaudited)                 (unaudited)
                                                                                 ---------------             ---------------
<S>                                                                              <C>                         <C>
NET SALES                                                                            $1,539,297                  $2,750,542
COST OF SALES                                                                         1,149,780                   1,813,228
                                                                                 --------------              --------------
      Gross profit                                                                      389,517                     937,314

SELLING, GENERAL AND ADMINISTRATIVE
      EXPENSES                                                                          800,334                   1,611,926
                                                                                 --------------              --------------
      Operating loss                                                                   (410,817)                   (674,612)

OTHER INCOME (EXPENSE):
Interest Income                                                                           1,702                       1,524
Interest Expense                                                                       (179,725)                   (171,874)
Other                                                                                    (7,147)                     (1,251)
                                                                                 --------------              --------------
      Net other expense                                                                (185,170)                   (171,601)
                                                                                 --------------              --------------

LOSS BEFORE INCOME TAX EXPENSE                                                         (595,987)                   (846,213)

PROVISION FOR INCOME TAXES                                                               (4,339)                          0
                                                                                 --------------              --------------

LOSS BEFORE EXTRAORDINARY ITEM                                                         (600,326)                   (846,213)

EXTRAORDINARY ITEMS                                                                      18,508                           0
                                                                                 --------------              --------------

NET LOSS                                                                              ($581,818)                  ($846,213)
                                                                                 ==============              ==============
EARNINGS PER SHARE-BASIC:
Loss before extraordinary item                                                           ($0.06)                     ($0.11)
Extraordinary gain-forgiveness of debt                                                     0.00                        0.00
                                                                                 --------------              --------------
Net loss per common and common
      equivalent share                                                                   ($0.06)                     ($0.11)
                                                                                 ==============              ==============
WEIGHTED AVERAGE OUTSTANDING COMMON
      AND COMMON EQUIVALENT SHARES-BASIC                                              9,390,843                   7,386,807
                                                                                 ==============              ==============

</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>

RENAISSANCE GOLF PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
AS OF SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                                      1999                        1998
                                                                                   (unaudited)                 (unaudited)
                                                                                 ---------------             ---------------
<S>                                                                              <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                            ($1,743,736)                ($2,032,445)

Adjustments to reconcile net loss to net cash used in
    operating activities:
         Depreciation and amortization                                                   83,862                      72,653
         Accretion of discount                                                                0                      16,862
         Change in allowance for doubtful accounts                                            0                     (61,119)
         Non-cash reduction in accounts payable                                               0                           0
         Compensation expense recorded in connection with options                             0                       3,150
         Net change in operating assets and liabilities:
               (Increase) Decrease in accounts receivable                              (193,770)                   (410,785)
               (Increase) Decrease in inventories                                       898,424                  (2,396,993)
               (Increase) Decrease in prepaid expenses                                   15,900                      14,313
               (Increase) Decrease in other assets                                            0                       6,759
               (Decrease) Increase in accounts payable & accrued expenses               (11,389)                  1,126,489
                 Less payment with equity                                                21,203
                                                                                 --------------              --------------
                     Net cash used in operating activities                             (929,506)                 (3,661,116)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property & equipment                                                        (16,008)                   (266,249)
Purchase of License Agreement                                                                                       (99,396)
                                                                                 --------------              --------------
                     Net cash used in investing activities                              (16,008)                   (365,645)

CASH FLOWS FROM FINANCING ACTIVITIES:
Conversion of note payable to equity                                                          0                           0
Payments on notes payable, net of discount                                                 6,946                           0
Proceeds from notes payable                                                                   0                   1,386,042
Proceeds from issuance of preferred stock                                             1,000,000                           0
Proceeds from issuance of common stock                                                        0                   1,893,363
                                                                                 --------------              --------------
                     Net cash provided by financing activities                        1,006,946                   3,279,405
                                                                                 --------------              --------------
NET INCREASE (DECREASE) IN CASH                                                          61,432                    (747,356)


CASH and cash equivalents, beginning of period                                           63,184                     775,854
                                                                                 --------------              --------------
CASH and cash equivalents, end of period                                               $124,616                     $28,498
                                                                                 ==============              ==============
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       4

<PAGE>

RENAISSANCE GOLF PRODUCTS, INC.
Notes to Financial Statements For The Nine Months and Three
  Months Ended September 30, 1999 And September 30, 1998

1.  BASIS OF PRESENTATION

    In the opinion of management, the unaudited financial statements reflect
all normally recurring adjustments necessary to fairly present the Company's
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 10-KSB for the period ended December 31, 1998, which has been filed
with the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the Company's annual financial statements
have been omitted from the quarterly financial statements based upon
Securities and Exchange Commission rules and regulations.

    Net loss per common and common equivalent share was computed based on the
net loss divided by the weighted average number of common and common
equivalent shares outstanding, unless antidilutive, during the year 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 on the Company of adopting SFAS 128 has not yet
been determined.

2.  FINANCING

    During 1997 and 1998, the Company entered into a series of Loan and
Credit Agreements with the AKA Charitable Remainder Unitrust #1 ("AKA"). The
first line of credit was for a maximum amount of up to $1,000,000, and the
second line of credit provides for the Company to draw the maximum aggregate
principal amount of the lesser of $5,000,000, or 80% of the Company's current
assets. The Company was not in compliance with conditions of the Loan and
Credit Agreement on December 31, 1998 by having drawn on the credit line
beyond 80% of the Company's current assets and having not made interest
payments for approximately five months. To remedy any potential defaults
under the loan with AKA, the Company entered into an agreement with AKA on
January 11, 1999 to issue shares of its Common Stock in lieu of any cash
payment of interest due or to become due on or before June 30, 1999.

    During March 1999, the Company issued to AKA 50,000 shares of Convertible
Preferred Stock for $1,000,000. The Shares are convertible at any time into
shares of Common Stock at the rate of 20 shares of Common Stock for one share
of Preferred Stock. In the event the Company fails to comply with the
repayment terms of the loan agreements with AKA, the conversion rate
increases from 20 to one, to 200 to one. The Preferred Stock pays dividends
at the rate of 5% during 1999 (payable in shares of Common Stock), and 6%
thereafter (payable in shares of Common Stock or cash at AKA's election).

    In addition to the credit lines secured by the Company during the past
several years, a private placement of the Company's shares of Common Stock
was undertaken on March 2, 1998. The Company sold a total of approximately
556,000 units, raising $1,668,000. Each unit consisted of one share of its
Common Stock, par value $.001 per share, and a warrant to purchase one share
of Common Stock. The purchase price was $3.00 per unit. The Warrants are
immediately exercisable and transferable separately from the shares of Common
Stock. Each Warrant entitles its holder to purchase one share of Common Stock
at an exercise price of $5.00 per share, subject to adjustment in certain
events. The Warrants may be exercised at any time and from time to time until
December 31, 2002. The Company has the right to redeem the Warrants at $0.01
per Warrant upon not less than 30 days' notice if the Closing Price of the
Common Stock for a period of 20 consecutive trading days, ending not earlier
than 10 days prior to such date of such redemption notice, equals or exceeds
$7.00 per share, subject to adjustment in certain events.

                                       5

<PAGE>

    During November 1998, the Company's Class "A" Warrants issued in
conjunction with the Company's initial public offering expired.

3.  YEAR 2000 MATTERS

    The inability of computers, software, and other equipment utilizing
microprocessors to recognize and properly process date fields containing a
two digit year reference such as "00" for the year 2000 is commonly referred
to as the Year 2000 issue. Any of the Company's computer programs that
utilize two digit years may recognize "00" as the year 1900 rather than the
year 2000. Such recognition problems could cause disruptions of operations,
including the inability to process transactions, send invoices, or engage in
similar essential business activities.

    The Company has identified all significant applications that will require
modification to address the Year 2000 issue. Internal and external resources
are being used to make the required modifications and test Company systems
for the year 2000. The modifications process of all significant applications
is substantially complete, and the Company intends to complete modifications
this summer and continue to conduct testing through the end of 1999.

    The Company is also communicating with third party vendors to determine
their compliance with the Year 2000 issue. The Company can provide no
assurance that the systems of third parties will be in compliance by the turn
of the century. The inability of the Company to complete modifications and the
failure of third party vendors to complete compliance with the Year 2000
issue, or both, could have a material adverse effect on the Company's ability
to perform essential business tasks which could have a material adverse
effect on the Company's business.

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 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 statements or to update the
reasons actual results could differ from those projected in such statements.
Readers are cautioned not to place undue reliance on these statements.

RESULTS OF OPERATIONS

    The Company's successful efforts to raise funding for working capital
needs and its move to supply the mass merchandise retail market during 1998
resulted in sales increases over 1997. The Company's operations during 1998
and the first half of 1999 required additional access to working capital.
During the first quarter of 1999, the Company raised $1,000,000 through the
sale of 50,000 shares of Class "A" Preferred Stock to AKA. The capital
infusion allowed the Company to bring its license commitment to Fila current
and pay suppliers providing product for the Company's mass merchandise line.

                                       6

<PAGE>

    Net sales for the nine months ended September 30, 1999, were $3,916,000
compared to $6,023,000 for the comparable period in 1998, a decrease of
$2,107,000 or 34%. The decreased sales volume was attributable to the change
in marketing strategy of phasing out discounted sales in preference to
selling directly to corporate customers.

    The Company continues to implement re-focused business strategies 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
of high-fashion design and value.

    Cost of sales decreased from $4,190,000 for the nine months ended
September 30, 1998, to $2,965,000 for the comparable period in 1999, a
decrease of $1,225,000 or 29%. The gross profit margin decreased from 30% for
the nine months ended September 30, 1998 to 24% for the comparable period in
1999. This decrease in gross margins resulted from price/volume mix and
tighter golf products market due to competitive factors including excess
inventories among competitors.

    Selling, general, and administrative costs were $2,129,000 for the nine
months ended September 30, 1999 compared to $3,397,000 for the comparable
period in 1998, a decrease of $1,268,000 or 37%. Measures were implemented to
reduce staff (mostly through attrition) and consolidated operations have
contributed to reducing these expenses.

    The Company's interest expense increased from $474,000 for the nine
months ended September 30, 1998 to $584,000 for the comparable period in 1999
as a result of interest on the AKA loans.

    The Company experienced a net loss before extraordinary item and net loss
per share before extraordinary item of $1,762,000 and $0.21, respectively,
for the nine months ended September 30, 1999 compared to a net loss before
extraordinary item and net loss per share before extraordinary item of
$2,032,000 and $0.30, respectively, for the comparable period in 1998.

    The Company's inventory decreased from $2,274,000 at December 31, 1998 to
$1,647,000 at September 30, 1999.

LIQUIDITY AND CAPITAL RESOURCES

    The golf industry and sporting goods industry in general suffered during
1998 due to several factors including adverse weather conditions and the
Asian economic crisis. These conditions resulted in overproduction which led
to inventory accumulation. The Company suffered along with the entire golf
industry during 1998. As a result of conditions during 1998, the golf
industry currently has excess inventory to sell during 1999 which the Company
believes has effected and will continue to effect Company sales during 1999.

    During 1998 and throughout the Company's operating history, net losses
have caused significant cash flow problems. Cash and cash equivalents are
$124,616 as of September 30, 1999, and the Company has negotiated a deferral
of its royalties which will help provide a stable cash flow base from
operations for the rest of the year.

    Based upon the operating history, the Company's auditors during the past
several years have expressed concern about the Company's ability to continue
operations. The Company believes these concerns are primarily founded upon
the Company's lack of working capital resulting from the Company operating at
a loss which has caused the Company to rely upon outside capital to fund
ongoing operations. During 1998 and 1999, the Company has taken action to cut
operating expenses by reducing its work force and bringing certain
independent contractor functions in house. The Company also intends to pursue
new marketing plans emphasizing sales to corporate customers. The Company
believes these changes will help move existing inventory and reduce its
dependence on outside funding sources. These changes will help provide
sufficient capital to fund ongoing operations. Sales volumes must be
increased to permanently solve this problem.

                                       7
<PAGE>

    During the first quarter of 1999, the Company was not in compliance with
conditions of the Loan and Credit Agreement on December 31, 1998 by having
drawn on the credit line beyond 80% of the Company's current assets and
having not made interest payments for approximately five months. To remedy
any potential defaults under the loan with AKA, the Company entered into an
agreement with AKA on January 11, 1999 to issue shares of its Common Stock in
lieu of any cash payment of interest due or to become due on or before June
30, 1999.

    In March 1999, the Company issued to AKA 50,000 shares of Convertible
Preferred Stock for $1,000,000. The Shares are convertible at any time into
shares of Common Stock at the rate of 20 shares of Common Stock for one
share of Preferred Stock. In the event the Company fails to comply with the
repayment terms of the loan agreements with AKA, the conversion rate
increases from 20 to one, to 200 to one. The Preferred Stock pays dividends
at the rate of 5% during 1999 (payable in shares of Common Stock), and 6%
thereafter (payable in shares of Common Stock or cash at AKA's election).

    Regarding the Company's current cash position cash used in operating
activities for the nine months ended September 30, 1999 and September 30,1998
were $(930,000) and $(3,661,000), respectively. Working capital at September
30, 1999 was $(4,337,000) compared to $(4,239,000) at December 31, 1998. Cash
and cash equivalents at September 30, 1999 were $125,000 compared to $63,000
at December 31, 1998. Inventories, net of reserves at September 30, 1999 were
$1,647,000 compared to $2,274,000 at December 31, 1998, a decrease of
$627,000. Also, accounts receivable increased $197,000 from $411,000 at
December 31, 1998 to $605,000 at September 30, 1999. The revolving line of
credit of $4,937,000, net of discounts, on December 31, 1998 remained the
same as June 30, 1999. Notes payable for the $882,000 were outstanding at
September 30, 1999 compared to $855,000 at December 31, 1998. Accounts
payable and accrued liabilities decreased by $762,000 from December 31, 1998
to September 30, 1999. Royalties due and payable pursuant to the license
agreement with Fila Sport for the first and part of the second quarter of
1999 were paid current prior to the end of the second quarter. Accrued
royalties at December 31, 1998 were $243,000; the balance due on September
30, 1999 is $418,000.

    Historically the Company has funded itself through operations, the sale
of stock, and borrowing. Most recently the Company has raised equity through
a private offering of its stock and through negotiating loan agreements as
are outlined throughout this report. The Company plans to continue to use
these methods to fund operations. Potential investors are being approached to
lend to or invest in the Company. The Company has reduced operating expenses
to help reduce its reliance on outside funding.

    The golf business is seasonal because of the winter condition
throughout much of the World, especially the Northern United States. This
seasonality causes the Company's sales to vary by quarter; accordingly,
operating results can vary substantially from quarter to quarter and one
quarter's results may not be representative of the Company's annual results.


                                    PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    The Company is currently maintaining a legal action in the Utah Third
District Court on January 6, 1999 entitled RENAISSANCE GOLF PRODUCTS, INC.
VS. BRAD OLIVER, cash number 990900097, for Breach of Contract, Quantum
Meruit, Fraud and Intentional Interference with Prospective Economic
Advantage. The essence of the case is Brad Oliver receiving inventory valued
at approximately $131,951.04 for resale and not making payment for the goods
received. Settlement discussions are ongoing and the Company intends to
obtain a settlement for the full amount of the goods received by Mr. Oliver.
The Company believes that the prospects for obtaining a judgement against Mr.
Oliver for the full amount of the claim are good. The prospects for the
Company collecting any awarded damages from Mr. Oliver are unknown because
Mr. Oliver's personal financial circumstances are unknown to the Company.

                                       8

<PAGE>

ITEM 2.  CHANGES IN SECURITIES

    On March 10, 1999, the Company issued to AKA 50,000 shares of Series "A"
Convertible Preferred Stock for $1,000,000 in cash. The sale to AKA
constituted a sale to an existing accredited investor in an isolated
transaction exempt from registration. The Shares are convertible at any time
into shares of Common Stock at the rate of 20 shares of Common Stock for one
share of Preferred Stock. In the event the Company fails to comply with the
repayment terms of the loan agreements with AKA, the conversion rate
increases from 20 to one, to 200 to one. The Preferred Stock pays dividends
at the rate of 5% during 1999 (payable in shares of Common Stock), and 6%
thereafter (payable in shares of Common Stock or cash at AKA's election).

    During the third quarter, the Company also raised an additional $500,000
through the conversion of a promissory note and forgiveness of advances made
to the Company by its Chairman and CEO, John B. Hewlett into 25,000 shares of
preferred stock of the Company.

    The proceeds received were used to pay $275,000 due to Fila Sports
pursuant to the License Agreement, and to pay manufacturers and suppliers for
product ordered by Target, the Company's primary mass retail client, and
other suppliers for outstanding balances due. Other payables of $320,000 were
traded for merchandise with other vendors from January through September 1999.

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.












                                       9
<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

Date:  November 10, 1999               By:
      --------------------------            ---------------------------------
                                            John B. Hewitt
                                            Chairman of the Board


Date:  November 10, 1999               By:
      --------------------------            ---------------------------------
                                            Michael Hammond
                                            Principal Accounting Officer






















                                       10

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEET OF RENAISSANCE GOLF PRODUCTS INC. AND SUBSIDIARY AS OF SEPTEMBER
30, 1999 AND THE CONSOLIDATED STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-01-1999
<CASH>                                         124,616
<SECURITIES>                                         0
<RECEIVABLES>                                  605,081<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                  1,873,015<F2>
<CURRENT-ASSETS>                             2,602,712
<PP&E>                                       1,177,559<F3>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               3,780,271
<CURRENT-LIABILITIES>                        6,940,239
<BONDS>                                              0
                                0
                                        503
<COMMON>                                         9,391
<OTHER-SE>                                 (3,169,862)
<TOTAL-LIABILITY-AND-EQUITY>                 3,780,271
<SALES>                                      3,915,870
<TOTAL-REVENUES>                             3,915,870
<CGS>                                        2,965,471
<TOTAL-COSTS>                                5,675,114
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             583,963
<INCOME-PRETAX>                            (1,753,185)
<INCOME-TAX>                                     9,059
<INCOME-CONTINUING>                        (1,762,244)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                 18,508
<CHANGES>                                            0
<NET-INCOME>                               (1,743,736)
<EPS-BASIC>                                      (.21)
<EPS-DILUTED>                                   (.210)
<FN>
<F1>NET OF ALLOWANCES
<F2>INCLUDES 226,322 DEPOSITS MADE AS INVENTORY
<F3>NET OF ACCUMULATED DEBT
</FN>


</TABLE>


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