U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2001

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 For the transition period from _____________ to ____________

                                                 Commission File Number: 0-14653

                       RENAISSANCE ACCEPTANCE GROUP, INC.
                 (Name of Small Business Issuer in its Charter)

              Delaware                                        74-2119162
 (State or other jurisdiction of incorporation               (IRS Employer
              or organization)                             Identification No.)

      1349 Empire Central, 13th Floor
               Dallas, Texas                                      75247
 (Address of principal executive offices)                       (Zip Code)

 Issuer's telephone number  (214) 231-7624

 Securities registered under Section 12(b) of the Exchange Act:

                                                          Name of Each Exchange
 Title of Each Class                                      on Which Registered
 -------------------                                      -------------------
 NONE                                                              N/A

Securities registered under Section 12(g)
of the Exchange Act:                            Common Stock, $0.001 par value
                                           -------------------------------------
                                                       (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 past 90 days.
[X] Yes [ ] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $5,891,713

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates  of  the  registrant  as of  March  31,  2002  was  approximately
$227,000.  For purposes of this computation,  all executive officers,  directors
and 10% stockholders were deemed affiliates.  Such a determination should not be
construed  as an  admission  that  such  executive  officers,  directors  or 10%
stockholders  are  affiliates.  The aggregate  market value of the common equity
held by  non-affiliates  is calculated on the basis of an appraisal  updated for
the registrant's  subsequent  performance in the last quarter of the fiscal year
ended December 31, 2001.

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. [X] Yes [ ] No

As of March 31, 2002,  there were 5,000,000  shares of the common stock,  $0.001
par value, of the Company issued and outstanding.

Transitional Small Business Disclosure Format: Yes         No      X
                                                  -------      --------


<PAGE>



                       RENAISSANCE ACCEPTANCE GROUP, Inc.


                                                                            Page
                                     PART I

   ITEM 1:  DESCRIPTION OF THE BUSINESS                                        1
   ITEM 2:  PROPERTIES                                                         5
   ITEM 3:  LEGAL PROCEEDINGS                                                  5
   ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                5

                                     PART II

   ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
            MATTERS                                                            6
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS         6
   ITEM 7.  FINANCIAL STATEMENTS                                              12
   ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURE                                          25

                                    PART III

   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS      25
   ITEM 10. EXECUTIVE COMPENSATION                                            26
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT                                                        27
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    29

                                     PART IV

   ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                 30

SIGNATURES                                                                    32



<PAGE>



Part I

ITEM 1.      DESCRIPTION OF THE BUSINESS


Renaissance  Acceptance Group, Inc. ("the Company")  operates in the real estate
and mortgage banking industries through its subsidiaries,  Remodelers  Holdings,
Inc.  ("RHI"),  Remodelers  Acceptance  Corporation  ("RAC"),  Texas Real Estate
Systems LLC ("TRES"), United Lending Partners, LP. ("ULP") and Renaissance Title
LLC ("RT").

On May 24, 2001,  Cardiac Control Systems,  Inc ("Cardiac"),  predecessor to the
Company,  obtained the approval of the United States  Bankruptcy  Court,  Middle
District of Florida,  Jacksonville  Division for its  confirmed  Second  Amended
Chapter 11 Plan of Reorganization  (the "Plan").  Pursuant to the Plan and to an
Agreement and Plan of Merger,  dated as of July 2, 2001,  by and among  Cardiac,
RHI, Nineteenth Acquisition Sub, Inc. and Kersey,  Scillia,  Forster and Brooks,
Inc. (the "Agreement"), approximately 94.6 percent of the Company's common stock
shares were issued to the  stockholders  of RHI in  connection  with the reverse
merger of  Nineteenth  Acquisition  Sub,  Inc.  ("Nineteenth"),  a  wholly-owned
subsidiary  of  Cardiac  created to effect  the  merger,  with and into RHI (the
"Merger").  Upon  execution  of  the  Merger,  Cardiac's  name  was  changed  to
Renaissance Acceptance Group Inc. Cardiac had virtually no operations during the
period January 1, 2000, through the effective date of the merger,  July 2, 2001,
and accordingly the following  business  description  relates to that of RHI and
its subsidiaries.

The Company was incorporated in Delaware in 1980. The Company's headquarters are
located in Dallas,  Texas.  Through  subsidiaries,  the Company  operates in two
primary  segments-  real estate and mortgage  banking.  Through RAC, the Company
began  real  estate  operations  in the first  quarter of 2000 and  through  its
acquisition in December 2000 of ULP, an existing mortgage  company,  entered the
mortgage banking business.

The Company's primary strategy is to enable and encourage home ownership. Today,
many families and  individuals  encounter  difficulties  purchasing  homes due a
variety of reasons including:  a lack of initial cash reserves for down payments
and closing costs, poor historical  credit due to situational  circumstances and
an  overall  lack of  customer  service  by the  realty  and  financial  service
industries.  Funds  typically  required  to purchase a $100,000  home,  assuming
financing through a government  sponsored  program are  approximately  $6,000 to
$8,000.  Although  many  people can afford the  current  $850 to $1,000  monthly
payment  required  on a home this size,  they do not have,  nor will  have,  the
amount of money  required  to  purchase  and  finance  this home.  Additionally,
limited credit and self-perceived  poor credit are also significant factors that
deter home  ownership.  Many people are not sure if they can be  approved  for a
home and  mortgage,  and many have false  beliefs as to the quality of their own
credit.  Finally,  poor service to these customers needing  additional  support,
education  and  guidance  to purchase  and finance a home,  priced less than the
median home price in most areas, contribute greatly to an underserved market.

The Company believes its high customer service level combined with its knowledge
of financing  programs and down payment assistance fills an existing void in the
conventional home ownership arena. The Company currently  services the Dallas-Ft
Worth, Houston and San Antonio markets in Texas.

This Annual Report on Form 10-KSB may contain forward-looking statements.  These
forward-looking statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially from historical results or those
anticipated  due to a number  of  factors  such as the  direction  and  level of
interest  rates,  competitive  and general  economic  conditions  in each of our
business sectors,  expense and loss levels in our mortgage,  insurance and other
business  sectors,  general economic  conditions in the United States and abroad
and in the domestic and international areas in which we do business,  the legal,
regulatory  and  legislative  environments  in the  markets in which the company
operates, changes in accounting and financial reporting standards,  decisions by
the company to change its business  mix,  and other risks  detailed in documents
filed by the company with the  Securities and Exchange  Commission  from time to
time. Words like "believe",  "expect", "should", "may", "could",  "anticipated",
"promising"  and other  expressions  which  indicate  future  events  and trends
identify  forward-looking  statements.  The Company  undertakes no obligation to
publicly update or revise any forward-looking statements.



                                       1

<PAGE>

The Real Estate Business

During 2001,  the Company's Real Estate  Business  transformed to the Assistance
For America ("AFA")  business away from its previous real estate  strategy.  The
previous  real estate  business was  extremely  capital  intensive and contained
certain  inherent risks  associated  with  purchasing  and ultimately  reselling
single-family  homes.  The AFA business  that began in May 2001 was developed to
minimize  capital  needed  to  purchase  single-family  real  estate  as well as
minimize the risk associated with actually  purchasing these homes. The AFA real
estate  business  is akin to a  marketing,  education  and  consulting  business
focused on homeownership.

Assistance for America

AFA is a real estate  consulting  company  designed  primarily  to help  renters
become homeowners.  AFA enables certain customers wanting homes and needing down
payment  and  financing  assistance  to  purchase  a home.  The AFA  Program  is
currently only offered in Texas,  and at this time, the Company has no immediate
plans to expand this business outside of Texas.

Outbound direct response mail and press advertisements  generate the majority of
potential AFA customers.  The customers calling in response to AFA's advertising
are first  prequalified to determine the price of home they can afford and basic
needs  such as the  location,  number of  bedrooms,  and any  other  significant
factors influencing their decision,  such as school district.  Once the customer
indicates  serious  program  interest,  a meeting  with the  customer and an AFA
representative  takes  place to  explain  the  terms and  conditions  of the AFA
Program.  If interest  continues,  the customer executes an AFA Service Contract
and pays a fee to enroll in the AFA program (the  "Enrollment").  Subsequent  to
the  Enrollment,  the  customer's  critical  loan  information  is gathered  and
submitted to a mortgage company to determine if the customer can be approved for
a loan. Upon this approval,  houses  currently for sale which meet the customers
parameters  are selected for the customer to view.  From these  selections,  the
customer chooses a small sample of homes that they are interested in purchasing.
The  purchase  of the  home  is  facilitated,  and  within  a short  time  frame
(typically less than 30 days from  Enrollment)  the customer  purchases the home
using down payment  assistance and a government backed (typically FHA) assumable
mortgage loan.

The customer  needing the  "assistance"  is trading the free choice of homes for
the assistance  plan AFA offers.  As many of these customers have not previously
been  homeowners  and may not believe  they would ever own a home,  AFA provides
counseling by communicating  the requirements and demands of home ownership,  so
the borrower understands the rewards and  responsibilities  involved in owning a
home.

The Company currently has a trademark pending for "Assistance for America".

The breakdown of customer  transactions  (number of customers  purchasing  homes
using AFA) for the last  three-quarters of 2001 by market, are as follows (note-
the AFA Program did not begin until late May 2001):

<TABLE>
<CAPTION>

                                 Annual AFA             4th Quarter             3rd Quarter            2nd Quarter
     Market                      Transactions           Transactions            Transactions           Transactions
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                                  <C>                 <C>                     <C>                     <C>
Dallas-Ft. Worth                     150                       83                      59                      8

Houston                               21                       21                       -                      -

Other                                  4                        4                       -                      -
                                       -                        -                       -                      -

Total                                175                      108                      59                      8


Average
Home Sales Price                                         $115,000                $118,000                $90,000

</TABLE>


                                       2

<PAGE>

Mortgage Banking Business

On  December  27,  2000,  RAC  closed  the  acquisition  of  ULP,  a FHA  direct
endorsement,  FNMA and FHLMC approved mortgage lender.  The company owns the 99%
limited  partnership  interest  in ULP that was formed over three years ago as a
Texas limited partnership. The vast majority of mortgage loans originated by ULP
are  collateralized  by single family real estate in Texas,  although ULP does a
small  amount  of loans in other  states.  ULP  originates  loans  sourced  from
mortgage  brokers  (Wholesale),  loans  originated  by  in-house  loan  officers
(Retail) and retail loans for AFA customers (Retail-AFA).

All loans originated are underwritten by ULP to specific investor guidelines and
subsequently  sold in the secondary  market on a servicing  released basis.  ULP
maintains  warehouse lines of credit to fund these loans.  These warehouse lines
of credit  require that all loans funded by ULP have written  investor  purchase
commitments prior to their funding. At December 31, 2001 and 2000, approximately
88% and 77%, respectively,  of all loans held for sale are pledged to be sold to
four investors. ULP sells all loans on a servicing released basis; therefore, it
generally only services mortgage loans for their first payment.

Loan  production  by channel (1) Wholesale  (2) Retail (3)  Retail-AFA,  for the
quarters in each of the years ended  December  31, 2001 and 2000,  respectively,
are as follows:


<TABLE>
<CAPTION>



     Quarters during 2001 (Production  $'s in millions)
-------------------------------------------------------
     Production Channel        4th Quarter            3rd Quarter             2nd Quarter            1st Quarter
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                            <C>                    <C>                     <C>                    <C>
     Wholesale                 $22.8                  $44.8                   $50.0                  $35.8
     Retail                      8.1                    7.1                     4.1                    3.7
     Retail-AFA                 12.4                    7.0                     0.7                    ---
                               -----                  -----                   -----                  -----
     Total                     $43.3                  $58.9                   $54.8                  $39.5


     Quarters during 2000 (Production $'s in millions)  (1)
-----------------------------------------------------------
     Production Channel        4th Quarter            3rd Quarter             2nd Quarter            1st Quarter
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

     Wholesale                 $19.8                  $23.9                   $14.8                  $ 6.6
     Retail                      5.2                    3.9                     ---                    ---
     Retail-AFA                  ---                    ---                     ---                    ---
                               -----                  -----                   -----                  -----
     Total                     $25.0                  $27.8                   $14.8                  $ 6.6

<FN>

(1)  The  information  above  for  fiscal  year  2000  is not  reflected  in the
     Company's financial statements as ULP was purchased in December 2000.

</FN>
</TABLE>

Ancillary Businesses

To provide service to AFA, ULP and also AFA customers,  the Company started TRES
and RT.

TRES is a licensed  real  estate  broker,  providing  services  to AFA.  TRES is
licensed with various real estate boards and has access to property  information
using the local  sponsored  Multi- Listing  Service (MLS).  TRES earns fees from
various sellers of real estate.

RT is a licensed title agency.  The majority of AFA customers'  transactions are
closed using RT's  services.  RT earns its  revenues  through its share of title
premiums and escrow fees. Title premiums are prescribed statutory rates, however
escrow  fees  are  based  upon  general  market  conditions.  RT is not a  title
insurance  company and relies on other title  insurance  companies to underwrite
its  title  policies.  Currently,  the  majority  of RT's  business  is from AFA
customers.


                                       3

<PAGE>

Competition

Competition  in the real estate  business is  significant,  although the Company
believes much of the competition  does not provide as  comprehensive of services
as the Company  provides.  The majority of competition  providing  comprehensive
real estate services is owner-operators and smaller businesses.

Competition in the mortgage  banking  business is fierce.  The mortgage  banking
industry is highly competitive and fragmented. ULP competes with other financial
intermediaries  such as mortgage  bankers,  commercial  banks,  savings and loan
associations,   credit  unions,   insurance   companies  and  mortgage   banking
subsidiaries or divisions of diversified companies. Many of these intermediaries
have much greater financial resources than ULP and the Company.

Seasonality

Both the mortgage banking and the real estate industries are subject to seasonal
trends.  These trends reflect the general  national pattern of sales and resales
of  homes,  although  refinancings  tend to be less  seasonal  and more  closely
related to changes in interest rates.  Sales and resales of homes typically peak
during  the  spring  and  summer  seasons  and  decline  to  lower  levels  from
mid-November through February.

Regulation

The Company's  mortgage banking business is subject to the rules and regulations
of, and examination by, the Department of Housing and Urban Development ("HUD"),
the Federal  Housing  Administration  (the  "FHA"),  the  Department  of Veteran
Affairs, Fannie Mae, the Federal Home Loan Mortgage Corporation ("Freddie Mac"),
the  Government   National   Mortgage  Agency  ("GNMA")  and  state   regulatory
authorities  with  respect to  originating,  processing,  selling and  servicing
mortgage  loans.  Those  rules  and  regulations,  among  other  things,  impose
licensing  obligations on ULP, establish standards for originating and servicing
mortgage loans, prohibit discrimination,  provide for inspections and appraisals
of property, require credit reports on prospective borrowers and, in some cases,
fix maximum interest rates, fees and other loan amounts.  Moreover,  FHA lenders
such as ULP are required to submit to the Federal  Housing  Commissioner,  on an
annual  basis,  audited  financial  statements,  and  Ginnie  Mae  requires  the
maintenance of specified net worth levels (which vary depending on the amount of
Ginnie Mae  securities  issued by the Company).  The Company's  affairs are also
subject to examination by the Federal Housing  Commissioner to assure compliance
with the FHA regulations,  policies and procedures. In addition to other federal
laws,  mortgage   origination   activities  are  subject  to  the  Equal  Credit
Opportunity Act, Federal  Truth-in-Lending Act, Home Mortgage Disclosure Act and
the Real Estate  Settlement  Procedures  Act,  and the  regulations  promulgated
thereunder.  These laws  prohibit  discrimination,  require  the  disclosure  of
certain basic information to mortgagors  concerning credit and settlement costs,
limit payment for settlement  services to the  reasonable  value of the services
rendered and require the maintenance and disclosure of information regarding the
disposition  of  mortgage  applications  based  on  race,  gender,  geographical
distribution and income level.

Virtually  all of the  mortgage  loans that are made to AFA  customers,  are FHA
loans.  The  ability  of ULP to  originate  FHA  loans  is  subject  to  ongoing
regulatory and agency  compliance.  Additionally,  the AFA customers obtain down
payment assistance through certain non-profit 501 (c)3  organizations.  Although
FHA currently allows gifts from these organizations to be used as down payments,
there can be no assurance that future  regulations  will allow these gifts to be
used for this purpose when  obtaining a FHA loan.  It is uncertain as to whether
these AFA customers could obtain necessary gifts elsewhere if these  regulations
were subsequently changed.

The Company's  title  business is also subject to rules and  regulations  of the
Texas  Department of Insurance.  Failure to comply with these  regulations or an
inability to maintain  required  licenses could materially  adversely affect the
Company's  business.  The  Company  believes  that  it  is  in  compliance  with
applicable laws and regulations and that it will maintain all licenses  required
for the conduct of its business.

Facilities

The Company leases office space in Dallas, Houston and San Antonio, Texas, where
both its real estate business and its mortgage banking business are conducted.

                                       4

<PAGE>

Employees

The Company believes that it has attracted and hired top-quality  management and
employees;  however,  it recognizes  the need to continue to devote  substantial
efforts to attracting and recruiting experienced personnel with track records of
producing results.  Currently the Company has 96 full-time  employees.  Of these
employees 45 work in real estate,  47 in the Mortgage Banking business and 4 for
RT.



ITEM 2.     PROPERTIES

The primary office (headquarters) of the Company and its subsidiaries is located
in Dallas,  Texas. The headquarters consists of approximately 31,000 square feet
and is situated on the 12th and 13th floor of a commercial office building. This
space is leased by the Company through June 30, 2003 at an annual rate of $13.00
per square foot.

The Company  also has  month-to-month  leases on office space in Houston and San
Antonio Texas.  Total lease expense for these ancillary offices is approximately
$4,500 per month.



ITEM 3.     LEGAL PROCEEDINGS

On September 3, 1999,  Cardiac filed for bankruptcy  protection,  and on May 24,
2001,  the  bankruptcy  court  confirmed its Second  Amended  Chapter 11 Plan of
Reorganization (the "Plan"),  relating to In re: Cardiac Control Systems,  Inc.,
Case No.  99-06852-3P1,  United  States  Bankruptcy  Court,  Middle  District of
Florida, Jacksonville Division. Pursuant to the Plan, all of Cardiac's remaining
assets (except Cardiac's  corporate entity) and liabilities were transferred and
assigned to a liquidating  trust.  The  liquidating  trustee will  liquidate the
assets  and  distribute  the  proceeds  to  creditors  in  accordance  with  the
distribution method set forth in the Plan. As a result of the Plan confirmation,
none  of  Cardiac's   pre-confirmation   creditors  or  stockholders,   nor  the
liquidating  trust,  has recourse against the reorganized  Company,  even in the
event of default under the Plan. The Merger was effected in connection  with the
Plan  confirmation.  At the effective time of the Merger,  each then outstanding
share of Cardiac's  existing  capital  stock,  conversion  rights,  warrants and
options to purchase  any share of  Cardiac's  capital  stock,  and other  equity
interests  issued and outstanding  (or held in its treasury) were  automatically
canceled and extinguished without conversion and no payment was or shall be made
in respect to those shares of Cardiac's  capital stock.  In accordance  with the
terms of the Merger,  $170,000 in cash was paid by RHI and 250,000 shares of the
Company's  common stock were issued to the  liquidating  trust and to certain of
its  creditors  and  stockholders.  In addition,  20,000 shares of the Company's
common  stock were  issued to the  liquidating  trust to be sold and  applied to
RHI's  administrative  costs  and fees  related  to the  Merger.  The  remaining
4,730,000 initial shares of Company's common stock were issued to the holders of
common  stock of RHI on a pro rata basis  according  to their  ownership  of the
common stock of RHI.

On February 25, 2002, the United States Bankruptcy Court issued the Final Decree
for the bankruptcy, winding up the administration of the Plan by this court.

In addition to the above, the Company and certain subsidiaries are defendants in
various  legal  proceedings  involving  matters  generally  incidental  to their
business.  Although it is  difficult  to predict the  ultimate  outcome of these
proceedings,  management believes,  based on discussions with counsel,  that any
ultimate  liability  will  not  materially  affect  the  consolidated  financial
position or results of operations of the Company and its subsidiaries.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       5

<PAGE>



Part II


ITEM 5.    MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

There is currently no public trading market for the Company's  common stock.  As
of March  22,  2002,  there  were  approximately  517  stockholders  owning  the
5,000,000  shares of common  stock  outstanding.  During the fiscal  years ended
December 31, 2001 and 2000, no dividends have been paid on common stock.

The  Company  has  2,157.5  shares  of  Series  A  Convertible  Preferred  Stock
("Preferred Stock") outstanding.  As long as the Preferred Stock is outstanding,
no  dividends  may be paid on the  Company's  common  stock.  In addition to the
common stock dividend restrictions imposed by the Preferred Stock, the Company's
senior debt contains additional restrictions on common stock dividends.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The Company's  business has evolved  significantly  from 2000 to 2001.  The Real
Estate  Business  drastically  changed,  while the  Company's  Mortgage  Banking
Business, purchased in December 2000 began.

Real Estate Business

During 2000 and through May 2001,  the Company was  primarily in the business of
purchasing  homes,  which  the  Company  believed  were in  attractive  markets,
refurbishing  the homes and then  marketing  the homes and  selling  them.  This
business was extremely  capital  extensive as the cost of homes purchased had to
be carried for both the time needed to refurbish the house,  as well as the time
needed to market the house.  In addition,  the mortgage loans resulting from the
sales of  these  refurbished  houses  were  becoming  less  marketable,  as many
investors  increased  their  scrutiny  and  requirements  over how many  times a
property  could  change  legal  ownership  during  the  previous  year.  As  the
combination of these obstacles mounted, the Company changed it focus in the real
estate business to the AFA business. As previously indicated the AFA business is
a real  estate  marketing  education  and  consulting  company.  Under  the  AFA
business,  the Company earns a fee paid at the closing of the home sale, and the
Company  rarely takes  property  ownership  nor expends  money to purchase  real
estate.

Mortgage Banking Business

Although the Company  began in the mortgage  banking  business in December  2000
through its acquisition of ULP, ULP had been in existence for two years.  During
2001, ULP was transformed  from a predominately  wholesale  lender to a mortgage
company with an  increasing  mix of retail  business.  The increase in retail is
largely  attributed  to the retail loans  originated  from  customers in the AFA
Program.

Ancillary Businesses

TRES is a licensed real estate broker,  providing services to AFA. TRES earns it
revenues,   which  are  typically  3%  of  a  home's  sales  price,  as  an  AFA
representative in each transaction.

RT is a licensed title agency.  The majority of AFA customers'  transactions are
closed using RT's  services.  RT earns its  revenues  through its share of title
premiums and escrow fees. Title premiums are prescribed  statutory rates however
escrow  fees  are  based  upon  general  market  conditions.  RT is not a  title
insurance  company and relies on other title  insurance  companies to underwrite
its title policies.


                                       6

<PAGE>

Strategic Alternatives

After reviewing the Company's  financial condition and operating results for the
period ending June 2001 and current economic and market conditions, the board of
directors of the Company  decided to consider  various  financial  and strategic
alternatives to minimize current expenditures and maximize shareholder value.

To enhance and maximize shareholder value, the board of directors has decided to
analyze a number of options,  including  (i)  attempting  to list the  Company's
common  stock with an  exchange;  (ii)  acquiring  or merging  with another real
estate and  mortgage  banking  company;  (iii)  selling  all or a portion of the
Company; (iv) selling additional equity; and (v) taking the Company private. The
board of directors' preliminary  conclusions are that taking the Company private
is likely the most feasible and the effective way to maximize shareholder value.

The Company is not  obligated to complete any of these  transactions  and cannot
offer any assurances that any of these transactions will be implemented.


<TABLE>
<CAPTION>


                                             Selected Financial Data
                                             -----------------------
                                                ($'s in thousands)
                                                ------------------

     Consolidated Statement of                For the year ended                    For the year ended
     Operations                               December 31,2001                      December 31,2000
---------------------------------------- ------------------------------------- ---------------------------------------
<S>                                                      <C>                                    <C>
Sales of residential real estate                         $ 4,926                                $ 4,343
Cost of residential real estate sold                      (4,325)                                (3,679)
Gain on sales of loans                                     3,065                                    ---
AFA education and service fees                             1,419                                    ---
Real estate commission                                       555                                    ---
Title revenue                                                231                                    ---
Other income                                                  21                                    107
                                                         -------                                -------
                 Total net revenues                        5,892                                    771

Personnel and related expense                              5,292                                  1,209
General and administrative expense                         1,993                                    667
Advertising expense                                          857                                     59
Acquisition expense                                          170                                    ---
Depreciation and amortization                                236                                     39
                                                         -------                                -------
     Total operating expenses                              8,548                                  1,974

     Loss from operations                                 (2,656)                                (1,203)

Interest  (expense),  net  of  interest
income                                                      (521)                                  (106)
                                                         -------                                -------
     Net loss                                            $(3,177)                               $(1,309)
                                                         =======                                =======

</TABLE>


Results of Operations

Year ended

The Company's net loss increased from $1,309,000  during the year ended December
31, 2000 to $3,177,000 for the year ended December 31, 2001.


                                       7

<PAGE>

Net Revenues

AFA Business

Net revenues for the year ended  December 31, 2001 were  $5,892,000  as compared
with $771,000 for the year ended December 31, 2000. The AFA transactions and the
various  revenues it  generates, and the  acquisition  of the  mortgage  banking
business in December 2000 contributed the majority of this growth. The following
highlights  the  significance  of the AFA Program to the  results of  operations
during  2001.  The  table  below  reflects  gross  revenues  related  to the AFA
transactions  completed  during 2001, none were completed during 2000 as the AFA
Programs began in May 2001.



Annual AFA Transactions                                          175 homes

Average sales price per home                                     $  114,860

Education and service fee income
   Year ended December 31, 2001                                  $1,418,877
   Per transaction                                               $    8,108


Real estate commission
   Year ended December 31, 2001                                  $  554,950
   Per transaction                                               $    3,171

Title and escrow fees
   Year ended December 31, 2001                                  $  230,743
   Per transaction                                               $    1,318

The education and service fee attributable to the AFA program is variable and is
paid at closing.  This fee is determined by the ultimate  difference between the
fair value,  or appraised  value a customer pays for a home and the  transaction
costs  that are paid for by the  seller of the home as well as the net  proceeds
that the seller has agreed to receive.  These seller paid costs and net proceeds
are heavily negotiated on every  transaction.  Real estate commission is usually
3% of the  seller's  agreed upon sales  price,  title  premiums  are  prescribed
statutory rates and escrow fees are based upon general market conditions.

Sales and costs of sales on sales of real estate

As previously indicated,  the Company's business strategy related to real estate
shifted in May 2001 away from purchasing, refurbishing and reselling, to the AFA
business.  Nevertheless,  the Company's  rapid growth during late 2000 and early
2001 of the prior real estate  business led to an increase in proceeds  from the
sales of  residential  real estate to $4,926,000  during the year ended December
31, 2001 from $4,343,000  during the year ended December 31, 2000. Costs of real
estate sold of $4,325,000  contributed to a gross profit on real estate sales of
$601,000  for fiscal year 2001 as compared  to costs of  $3,679,000  and a gross
profit from real estate  sales of 664,000 for fiscal year 2000.  During the year
ended  December 31, 2001,  82 houses were sold,  as compared with 72 houses sold
during the year ended December 31, 2000.  Although sales of houses  increased in
2001 compared to 2000, only 8 houses were sold in this program from July 1, 2001
through December 31, 2001.

Gain on sales of loans

Gain on sales of loans were  $3,065,000 for the year ended December 31, 2001. As
the mortgage  business was initiated in December 2000,  with the  acquisition of
ULP, no gains  existed in the prior year.  The  following  table  reflects  loan
origination  during 2001. Loans are typically sold to investors by ULP within 30
days of origination.

                                       8

<PAGE>

Gains are  recorded  in  operations  upon the sale of the loan.  The table below
shows production levels by calendar quarter throughout fiscal year 2001.


<TABLE>


Quarters during 2001 (Production $'s in millions)
-------------------------------------------------

Production Channel             4th Quarter            3rd Quarter             2nd Quarter            1st Quarter
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                                 <C>                     <C>                    <C>                    <C>
Wholesale                           $22.8                   $44.8                  $50.0                  $35.8
Retail                                8.1                     7.1                    4.1                    3.7
Retail-AFA                           12.4                     7.0                    0.7                    ---
                                    -----                   -----                  -----                  -----
     Total                          $43.3                   $58.9                  $54.8                  $39.5
                                    =====                   =====                  =====                  =====

</TABLE>


Gross profit on sales of loans,  which includes interest income earned on loans,
as well as interest paid to warehouse lenders on these loan categories generally
ranged from (as a percent of the loan amount)

o    Wholesale 0.75 %- 1.25%
o    Retail 1.00%- 2.50%
o    Retail AFA 3.00%-5.00%.



Operating Expenses

Operating  expenses increased from $1,974,000 during the year ended December 31,
2000 to $8,548,000 during the year ended December 31, 2001


Personnel and related expense

Personnel  expense increased to $5,292,000 for the year ending December 31, 2001
from  $1,209,000 for the same period in 2000, or an increase of  $4,083,000.  Of
this  increase  $1,955,000  related to new  employees  of the  mortgage  banking
business, including $309,000 for a net branch location in Austin Texas which was
closed in October 2001. RT began  operations in 2001 and contributed to $133,000
of the increased  personnel costs.  The transition to the AFA business  required
significant  additions  of TRES  personnel  that  contributed  to $275,000 of an
increase.  Sales personnel  added in 2001 for the AFA business  contributed to a
$384,000  increase in the Dallas area and  $116,000  increase in other  markets.
Personnel  expense in the note acquisition  business,  which was discontinued by
the Company, contributed to a $220,000 increase.

In addition due the increase in growth of the Company, additional management was
added in 2001  contributing  to an increase  from 2000 levels of  $593,000.  The
remaining  increases  were related to additional  benefits and health  insurance
expense  due to the  growth  of the  Company.  The  Company  has  grown  from 24
employees at December 31, 2000 to 96 employees at December 31, 2001.

General and administrative expense

General and  administrative  expense  increased to $1,993,000 for the year ended
December  31,  2001 from  $667,000  for the year ended  December  31,  2000,  an
increase of $1,326,000.  Of this increase $625,000 of the 2001 increase resulted
from the addition of in the mortgage  banking business and $38,000 with the 2001
addition of RT.

Professional and legal expenses  increased from $304,000 during 2000 to $534,000
during  2001.  Of this  increase  $185,000  related to an increase in legal fees
associated  with the Cardiac  merger and increased  costs  involved with being a
public reporting  company.  Accounting and auditing costs also increased $45,000
as a result of the  Merger  and costs  involved  with  being a public  reporting
company.


                                       9


<PAGE>


Occupancy  costs  increased  from  $47,000 in 2000 to $250,000  in 2001.  During
September  2001, as a result of operational  growth,  the Company  relocated its
entire Dallas  operations.  Of the increase, $128,000 is related to direct costs
associated with this move. The additional  increase related to relocation of the
Mortgage business in February 2001 as well as the Company not incurring any rent
expense during the first six months of 2000. Occupancy expense for the year 2002
will  increase  substantially  due to the new space  occupied  by the Company in
September 2001.

Telephone  expense  increased from $13,000 in 2000 to $102,000  during 2001. The
increase in costs reflects the Company's growth and also increased long-distance
costs associated with the corporate relocation and the increase in AFA business.
In   addition,   in  the  latter  half  of  2001  the  Company   implemented   a
"direct-connect" phone environment throughout its production, production support
and  management.  The monthly  incremental  costs of using the  "direct-connect"
phones are approximately $10,000 per month.

Office  supplies  increased  associated  with the growth and  relocation  of the
company by $61,000 from $17,000 in 2000 to $78,000 in 2001. All of the Company's
business lines are very paper intensive and a significant portion of the expense
relates to paper and toner for the Company's leased copiers.

Insurance  increased  from  $66,000  to  $90,000,  primarily  as a result of the
Directors and Officers Insurance policy obtained  subsequent to the Merger. This
policy is currently $5,500 per month.

Travel and  entertainment  expense increase from $46,000 during 2000 to $161,000
in 2001.  The  increase  largely  relates to the  opening of the Houston and San
Antonio markets and the travel involved in maintaining those operations.


Advertising

Advertising expense  increased from $59,000 for the year ended December 31, 2000
to $857,000 for the year ended  December 31, 2001.  The AFA Program  which began
May 2001, is based upon  obtaining  customers  using direct  marketing  methods,
primarily outbound direct mail. The mail sent out on a daily basis approximately
15,000 to 20,000  pieces  per day during  the last  quarter  of 2001.  Including
printing and cost of postage and envelopes this equals $0.29 per piece or $4,350
to $5,800 per day.  During 2000 and prior to the AFA  Program,  advertising  was
limited to a few newspaper and press advertisements.

Depreciation

Depreciation  increased  from  $39,000 for the year ended  December  31, 2000 to
$236,000  for the year ended  December  31, 2001 due to the addition of property
and equipment  associated with the new mortgage and title  businesses as well as
increased  technology  costs  associated  with the  relocation of the Company in
September 2001.

Interest

Net  interest  expense of  $521,000  during the year ended  December  31,  2001,
increased by $415,000 from the net interest  expense of $106,000 during the year
ended  December  31,  2000.  Interest  expense  on  subordinated  debt  obtained
September 30, 2000 and June 30, 2000 led to $279,000 of this increase,  combined
with the decrease in interest  income from mortgage  loans held in 2000 from the
Real Estate Business of $136,000 as the Company began the AFA business

Recently Issued Accounting Standards

In  June  2001,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Statements  of Financial  Accounting  Standards No. 141,  Business  Combinations
("SFAS 141"), and No. 142,  Goodwill and Other  Intangible  Assets ("SFAS 142").
SFAS 141 requires all business combinations  initiated after June 30, 2001 to be
accounted for under the purchase method. For all business combinations for which
the date of  acquisition  is  after  June 30,  2001,  SFAS 141 also  establishes
specific  criteria for the  recognition  of intangible  assets  separately  from
goodwill  and  requires


                                       10

<PAGE>

unallocated  negative goodwill to be written off immediately as an extraordinary
gain,  rather than deferred and  amortized.  SFAS 142 changes the accounting for
goodwill and other intangible assets after an acquisition.  The most significant
changes made by SFAS 142 are: 1) goodwill and intangible  assets with indefinite
lives will no longer be  amortized;  2)  goodwill  and  intangible  assets  with
indefinite  lives must be tested for  impairment at least  annually;  and 3) the
amortization  period for  intangible  assets with finite lives will no longer be
limited to forty years.  The Company does not believe that the adoption of these
statements  will have a material  effect on its financial  position,  results of
operations, or cash flows.

In October  2001,  the FASB also  approved  Statements  of Financial  Accounting
Standards No. 144 ("SFAS  144"),  Accounting  for the  Impairment or Disposal of
Long-Lived Assets.  SFAS 144 replaces SFAS 121, Accounting for the Impairment of
Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of.  The  new
accounting model for long-lived  assets to be disposed of by sale applies to all
long-lived  assets,   including  discontinued   operations,   and  replaces  the
provisions of APB Opinion No. 30, Reporting Results of Operations-Reporting  the
Effects of Disposal of a Segment of a Business,  for the disposal of segments of
a business.  SFAS 143 requires that those  long-lived  assets be measured at the
lower of carrying  amount or fair value less cost to sell,  whether  reported in
continuing  operations or in discontinued  operations.  Therefore,  discontinued
operations will no longer be measured at net realizable value or include amounts
for  operating  losses that have not yet  occurred.  SFAS 144 also  broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be  distinguished  from the rest of the entity and that will
be  eliminated  from  the  ongoing  operations  of  the  entity  in  a  disposal
transaction.  The provisions of SFAS 144 are effective for financial  statements
issued for fiscal years beginning after December 15, 2001 and,  generally are to
be applied  prospectively.  At this  time,  the  Company  does not  believe  the
adoption  will have a  material  effect on its  financial  position,  results of
operations, or cash flows.

Liquidity and Capital Resources

During the year ended December 31, 2001,  the Company sold  preferred  stock for
proceeds of $1,636,500,  which funded $546,000 in equipment  purchases and other
investing activities and offset cash used in operating activities of $1,186,000.
Cash used in operating  activities  was primarily  the result of the  $3,177,000
operating loss,  offset by the recovery of operating cash tied up in real estate
and contracts for deed associated with the previous Real Estate  Business.  Cash
and cash equivalents  decreased $96,000 for the year ended December 31, 2001 and
was approximately $404,000, at December 31, 2001.

As a result of the reverse  merger  involving  Cardiac,  Nineteenth and RHI, the
Company incurred significant expenditures associated with completing the merger.
Additionally,   substantial   legal  and  professional  fees  were  expended  in
connection with the  unsuccessful  attempt to list the Company's common stock on
various regional stock exchanges.

During  this  period,  the  Company  also  changed  its focus in the real estate
business to the AFA business,  which has less capital and financial requirements
than its previous  business  strategy of purchasing and reselling  single family
homes.  As a result of the anticipated  growth in the AFA business,  significant
resources  were  expended  during the latter half of 2001 and losses  during the
year increased significantly over 2000.

As a result of these losses,  the Company  underwent a restructuring  in January
2002 and eliminated approximately 25% of its employees. In addition,  subsequent
to year end,  the  Company has revised its  marketing  strategy  resulting  in a
reduction of over 40% of the average amounts spent for advertising in the fourth
quarter of 2001, while not severely effecting customer flow.

At  December  31,  2001,   the  Company  had   unrestricted   cash  balances  of
approximately  $404,000 which,  combined with the  restructuring in 2002 and the
current  business  operations,  management  believes  will be  adequate  to fund
operations, for the year ended December 31, 2002.


                                       11
<PAGE>

                       RENAISSANCE ACCEPTANCE GROUP, INC.


ITEM 7. FINANCIAL STATEMENTS


                          INDEPENDENT AUDITOR'S REPORT





The Board of Directors
Renaissance Acceptance Group, Inc.
Dallas, Texas


We have  audited the  accompanying  consolidated  balance  sheet of  Renaissance
Acceptance  Group, Inc. (the "Company") as of December 31, 2001, and the related
consolidated statements of operations,  shareholders' deficit and cash flows for
the years ended December 31, 2001 and 2000.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management  as well as  evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company as of December 31, 2001, and the consolidated  results of its operations
and its cash flows for the years ended  December 31, 2001 and 2000 in conformity
with accounting principles generally accepted in the United States of America.



HEIN + ASSOCIATES LLP
Dallas, Texas

March 22, 2002



                                       12


<PAGE>

                       RENAISSANCE ACCEPTANCE GROUP, INC.


<TABLE>
<CAPTION>

                                           CONSOLIDATED BALANCE SHEET

                                                December 31, 2001

     ASSETS
     ------
<S>                                                                                                      <C>
     Cash and cash equivalents-unrestricted                                                              $       404,496
     Cash and cash equivalents-restricted                                                                        192,145
     Accounts receivable and prepaid expenses                                                                    671,090
     Loans held for sale                                                                                      12,743,053
     Loans held for investment, net of reserves of $104,367                                                      466,667
     Real estate held for sale                                                                                   338,057
     Property and equipment, net of accumulated depreciation of $293,726                                         478,309
     Other assets                                                                                                 61,602
                                                                                                         ---------------
     Total assets                                                                                        $    15,355,419
                                                                                                         ===============

     LIABILITIES AND SHAREHOLDERS' DEFICIT

     Warehouse lines of credit                                                                           $    12,614,968
     Accounts payable and accrued liabilities                                                                  1,170,482
     Subordinate debt, net of discount                                                                         3,476,852
                                                                                                         ---------------
     Total liabilities                                                                                        17,262,302
                                                                                                         ---------------

     Commitments and contingencies (Note 10)

     Shareholders' deficit:
     Preferred stock, 5,000,000 shares authorized, par value of $0.001:
     Series A: 5,000 shares authorized; redeemable, 8% cumulative, convertible;
     2,157.5 shares issued and outstanding                                                                     2,157,500
     Common stock, 95,000,000 shares authorized,  par value of $0.001,  5,000,000 shares issued and
     outstanding                                                                                                   5,000
     Additional paid-in capital                                                                                  417,085
     Accumulated deficit                                                                                      (4,486,468)
                                                                                                         ----------------
     Total shareholders' deficit                                                                              (1,906,883)
                                                                                                         ----------------
     Total liabilities and shareholders' deficit                                                         $    15,355,419
                                                                                                         ===============

</TABLE>



        See accompanying notes to these consolidated financial statements


                                       13



<PAGE>

                       RENAISSANCE ACCEPTANCE GROUP, INC.

<TABLE>
<CAPTION>



                                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                             FOR THE YEARS ENDED
                                                                                                 DECEMBER 31,
                                                                                 ----------------------------------------
                                                                                         2001                    2000
                                                                                 ----------------        ----------------
<S>                                                                                  <C>                     <C>
     NET REVENUES:
     Sales of residential real estate                                                $ 4,925,671             $ 4,343,685
     Cost of residential real estate sold                                             (4,324,802)             (3,679,398)
     Gain on sales of loans                                                            3,065,484                  -
     AFA education and services fees                                                   1,418,877                  -
     Real estate commission                                                              554,950                  -
     Title company fees and net premiums                                                 230,743                  -
     Other income                                                                         20,790                 106,811
                                                                                     -----------             -----------
     Total net revenues                                                                5,891,713                 771,098

     OPERATING EXPENSES:
     Personnel and related expense                                                     5,292,361               1,209,186
     General and administrative                                                        1,992,706                 666,521
     Advertising expense                                                                 857,105                  59,445
     Acquisition expense                                                                 170,000                  -
     Depreciation and amortization                                                       236,098                  39,006
                                                                                     -----------             -----------
     Total operating expenses                                                          8,548,270               1,974,158
                                                                                     -----------             -----------

     Loss from operations                                                             (2,656,557)             (1,203,060)
                                                                                     ------------            ------------

     OTHER EXPENSE:
     Interest expense, net of interest income                                           (520,865)               (105,986)
                                                                                     ------------            ------------

     Net loss                                                                        $ (3,177,422)           $ (1,309,046)
                                                                                     ============            ============


     Basic and diluted loss per share                                                       $(.66)                  $(.40)
     Basic and diluted weighted average shares outstanding                              4,828,000               3,294,000

</TABLE>


       See accompanying notes to these consolidated financial statements


                                       14

<PAGE>


                       RENAISSANCE ACCEPTANCE GROUP, INC.

<TABLE>
<CAPTION>


                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                FOR THE YEARS ENDED
                                                                                                    DECEMBER 31,
                                                                                     ----------------- --- ----------------
                                                                                             2001                  2000
                                                                                     -----------------     ----------------
<S>                                                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                            $ (3,177,422)        $ (1,309,046)
     Adjustments  to  reconcile  net  loss  to net  cash  used  in  operating
     activities:
     Depreciation expense                                                                     236,098               39,006
     Provision for loss on loans held for investment                                           32,469                    -
     Disposal of assets in corporate relocation                                                71,415                    -
     Amortization of debt discount                                                              7,407                2,777
     Common stock issued for compensation                                                       9,472                    -
     Preferred stock issued for compensation                                                   21,000                    -
     Net changes in assets and liabilities:
           Accounts receivable, prepaid expenses and other assets                            (589,566)             (91,002)
           Loans held for sale and warehouse lines payable, net                               425,610              649,406
          Contracts for deed held for sale                                                    246,149           (1,257,156)
          Real estate held for sale                                                         1,036,632           (1,374,689)
          Accounts payable and accrued liabilities                                            645,637              388,599
          Deferred gain                                                                      (150,498)             150,498
                                                                                        -------------         ------------
     Net cash used in operating activities                                                 (1,185,597)          (2,801,607)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Increase in restricted cash                                                             (132,145)                   -
     Purchase of property and equipment                                                      (431,920)            (361,218)
     Cash paid for ULP acquisition net of cash acquired                                       (50,000)            (208,505)
     Loans held for investment                                                                 67,624             (500,249)
                                                                                        -------------         ------------
     Net cash used in investing activities                                                   (546,441)          (1,069,972)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from subordinated debt                                                                -            4,400,000
     Issuance of preferred shares                                                           1,636,500              500,000
     Redemption of preferred shares                                                                 -             (500,000)
     Preferred dividends                                                                            -              (28,387)
                                                                                        -------------         ------------
     Net cash provided by financing activities                                              1,636,500            4,371,613

NET CHANGE IN CASH AND CASH EQUIVALENTS                                                       (95,538)             500,034

CASH AND CASH EQUIVALENTS, beginning of period                                                500,034                    -
                                                                                        -------------         ------------

CASH AND CASH EQUIVALENTS, end of period                                                $     404,496         $    500,034
                                                                                        =============         ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest Paid, including warehouse lines of credit                                      $   1,592,308         $    187,959
Conversion of subordinated debt to preferred stock                                      $     500,000
Common Stock issued in reverse merger acquisition                                       $         295
Warehouse line settled for contracts for deed and mortgage loans                        $   1,100,000
Common Stock issued for debt conversion                                                                       $    400,000
Common Stock issued in connection with subordinated debt issuance                                             $     33,333
Warrants issued in connection with an acquisition                                                             $      6,667

</TABLE>

       See accompanying notes to these consolidated financial statements

                                       15


<PAGE>

<TABLE>
<CAPTION>

                                                     RENAISSANCE ACCEPTANCE GROUP, INC.
                                              CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
                                        FOR THE PERIOD FROM JANUARY 1, 2000 THROUGH DECEMBER 31, 2001




                                         PREFERRED STOCK               COMMON STOCK       ADDITIONAL                       TOTAL
                                     ------------------------     ---------------------     PAID-IN    ACCUMULATED     SHAREHOLDERS'
                                      SHARES          AMOUNT        SHARES       AMOUNT     CAPITAL       DEFICIT         DEFICIT
                                     --------      ----------     ---------     -------    --------    ------------    -------------
<S>                                  <C>           <C>            <C>           <C>        <C>         <C>             <C>
Balance at January 1, 2000                  -      $        -     1,830,000     $1,830     $   (830)   $         -     $     1,000

Issuance of preferred shares           50,000             500             -          -      499,500              -         500,000

Preferred dividends                         -               -             -          -      (28,387)             -         (28,387)

Redemption of preferred shares        (50,000)           (500)            -          -     (499,500)             -        (500,000)

Conversion of debt to common stock          -               -     2,745,000      2,745      397,255              -         400,000

Issuance of common stock by                 -               -             -          -       33,333              -          33,333
shareholder in connection with
subordinated debt

Warrants issued in connection with          -               -             -          -        6,667              -           6,667
acquisition

Net loss                                    -               -             -          -            -     (1,309,046)     (1,309,046)
                                     --------      ----------     ---------     ------     --------    -----------     -----------

Balance at December 31, 2000                -               -     4,575,000     $4,575     $408,038    $(1,309,046)    $  (896,433)

Issuance of preferred shares         2,136.50      $2,136,500             -          -            -              -       2,136,500
for cash

Issuance of preferred shares            21.00          21,000             -          -            -              -          21,000
for services

Issuance of common stock to                 -               -       130,000        130        9,342              -           9,472
employees

Cardiac Merger                              -               -       295,000        295         (295)             -               -

Net loss                                    -               -             -          -            -     (3,177,422)     (3,177,422)
                                     --------      ----------     ---------     ------     --------    -----------     -----------

Balance at December 31, 2001         2,157.50      $2,157,500     5,000,000     $5,000     $417,085    $(4,486,468)    $(1,906,883)
                                     ========      ==========     =========     ======     ========    ===========     ===========

</TABLE>

       See accompanying notes to these consolidated financial statements


                                       16

<PAGE>

                       RENAISSANCE ACCEPTANCE GROUP, INC.
                   Notes to Consolidated Financial Statements

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-----------------------------------------------

     Organization and Principles of Consolidation
     --------------------------------------------
     Renaissance  Acceptance  Group,  Inc. (the "Company")  operates in the real
     estate and mortgage banking industries through its subsidiaries, Remodelers
     Holdings,  Inc. ("RHI"),  Remodelers Acceptance Corporation ("RAC"), United
     Lending  Partners,  Ltd.  ("ULP"),  Texas  Real  Estate  Systems,  LLC  and
     Renaissance  Title LLC ("RT").  RAC was  incorporated  in Nevada in October
     1998 and began  operations in the real estate business in the first quarter
     of 2000. RAC acquired a 99% limited partnership  ownership interest in ULP;
     a Texas limited partnership  engaged in the mortgage business,  in December
     2000.

     In April 2001 the  shareholders  of RAC (in a stock  exchange  transaction)
     exchanged  their 100%  ownership  interest in RAC for 100% of the ownership
     interest in the newly formed RHI (a  wholly-owned  subsidiary of RAG). As a
     result of this stock  exchange,  RHI became the 100% owner of RAC. On April
     30,  2001,  RHI  became  the 99%  limited  partner of ULP as a result of an
     upstream dividend from RAC of the 99% limited partnership interest owned by
     RAC. The  accompanying  financial  statements  are  presented as if RHI had
     existed as the holding company of RAC for all periods presented.

     Pursuant to an Agreement  and Plan of Merger,  dated as of July 2, 2001, by
     and among Cardiac Control Systems,  Inc., RHI, Nineteenth  Acquisition Sub,
     Inc.  and Kersey,  Scillia,  Forster and Brooks,  Inc.  (the  "Agreement"),
     approximately 94.6 percent of the Company's common stock shares were issued
     to the  stockholders  of RHI in  connection  with  the  reverse  merger  of
     Nineteenth Acquisition Sub, Inc. ("Nineteenth"),  a wholly-owned subsidiary
     of the  registrant  created  to effect the  merger,  with and into RHI (the
     "Merger").

     In  accordance  with the terms of the Merger,  $170,000 in cash was paid by
     RHI and 250,000 shares of the registrant's  common stock were issued to the
     liquidating  trust and to certain of its  creditors  and  stockholders.  In
     addition, 20,000 shares of the registrant's common stock were issued to the
     liquidating trust to be sold and applied to RHI's  administrative costs and
     fees related to the Merger.  The remaining  4,730,000 initial shares of the
     Company's common stock were issued to the holders of common stock of RHI on
     a pro rata basis  according to their  ownership of the common stock of RHI.
     All  share  and per share  information  has been  revised  to  reflect  the
     exchange ratio in the reverse merger on a retroactive basis.

     Following the Plan  confirmation  and Merger,  the Company became a holding
     company  and RHI  became  its  wholly  owned  subsidiary.  The  Company  is
     authorized to issue 95,000,000 shares of its common stock, par value $0.001
     per share, of which 5,000,000  shares are  outstanding.  Additionally,  the
     Company is authorized to issue 5,000,000 shares of its preferred stock, par
     value $0.001 per share,  of which  2,157.5  shares of Series A  Convertible
     Preferred Stock are outstanding.  The former  stockholders of RHI currently
     own   4,730,000   shares  of  the   Company's   outstanding   common  stock
     (approximately 94.6 percent) and all of the Company's outstanding preferred
     stock.

     Beginning  in May 2001,  the  Company,  through  RAC,  operates in the real
     estate  business  as  Assistance  for  America  ("AFA").  AFA  is  designed
     primarily to help renters become  homeowners by facilitating  financing and
     down payment  assistance.  AFA earns fees associated with their  customer's
     purchase of a home.  Prior to the AFA program,  the Company bought and sold
     single-family  real estate. AFA was created as a solution to the increasing
     capital needs associated with the purchase of real estate.

     The  Company   operates  in  the  mortgage  banking  business  through  its
     subsidiary  ULP. ULP originates  loans from various  sources and then sells
     these loans to third party institutional  investors  utilizing  conforming,
     non-conforming, and U.S. government agency lending programs.



     For financial reporting purposes, the ULP acquisition is considered to have
     occurred on December 31, 2000. All  significant  intercompany  accounts and
     transactions have been eliminated in consolidation.


     Cash Equivalents
     ----------------

     For purposes of reporting cash flows, the Company  considers all short-term
     investments  with an original  maturity of three  months or less to be cash
     equivalents.  The Company is the  custodian of cash  deposited by customers





                                       17

<PAGE>


                       RENAISSANCE ACCEPTANCE GROUP, INC.
                   Notes to Consolidated Financial Statements



     with specific  instructions as to its  disbursement  from active escrow and
     trust  accounts.  The  balances  in these  accounts  have been  included in
     restricted cash.

     Loans Held for Sale
     -------------------
     Loans  held for sale  are  carried  at the  lower of cost or  market  value
     determined  on the aggregate  basis.  Gains and losses on the sale of loans
     are recognized at settlement date. Loan origination related points and fees
     are deferred and recognized at time of loan sale.

     Loans Held for Investment
     -------------------------
     Loans held for investment consists of second mortgages,  consumer loans and
     other notes  receivable  that are held for  investment  purposes.  Interest
     income on such loans is recognized on the accrual basis.

     Real Estate Held for Sale
     -------------------------
     Real estate held for sale consists of residences  that are carried at cost,
     which is less than fair value as measured in accordance  with  Statement of
     Financial  Accounting  Standard ("SFAS") 121, Accounting for the Impairment
     of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.

     Property and Equipment
     ----------------------
     Property and  equipment are carried at cost less  accumulated  depreciation
     and  amortization.  Depreciation and amortization is provided for primarily
     utilizing the  straight-line  method over the estimated useful lives of the
     assets,  which ranges from two to seven years.  Gains and losses  resulting
     from sales and dispositions are included in current operations. Maintenance
     and repairs are charged to operations as incurred.

     Sales of Real Estate Revenue Recognition
     ----------------------------------------
     Gains on sales of real estate are recognized when all conditions  precedent
     to closing  have been  fulfilled  and title has  passed to the buyer.  Real
     estate sales that do not meet the sales criteria of SFAS 66, Accounting for
     Sales of Real  Estate,  are  accounted  for under the  installment  method,
     whereby  gains are deferred  and  recognized  proportionately  as principal
     payments are received.

     Income Taxes
     ------------
     Income taxes are accounted for under the liability  method,  which requires
     recognition  of deferred tax assets and  liabilities  to reflect the future
     tax  consequences  attributable  to:  a)  timing  differences  between  the
     financial  statement  carrying  amounts of assets and liabilities and their
     respective tax basis,  and b) operating loss and tax credit  carryforwards.
     Deferred tax assets and  liabilities  are measured  using enacted tax rates
     expected  to  apply  to  taxable  income  in  the  years  in  which  timing
     differences are expected to be recovered or settled.

     Advertising
     -----------
     Advertising  costs are expensed as incurred  including  the costs of direct
     response  mailings.  Total  advertising  expense  was  $857,105 in 2001 and
     $59,445 in 2000.

     Use of Estimates
     ----------------
     The  preparation of the Company's  financial  statements in conformity with
     generally accepted accounting  principles requires the Company's management
     to make estimates and assumptions that affect the amounts reported in these
     financial  statements and accompanying  notes.  Actual results could differ
     from those estimates.

     Earnings per Share
     ------------------
     Basic loss per share is computed  based on the weighted  average  number of
     shares of common  stock  outstanding  during the period.  Diluted  loss per
     share takes all  potentially  dilutive  common  shares into  consideration,
     excluding  the  preferred  shares  because  they  have a  ratcheting  share
     conversion.  For the year ended December 31, 2001, the Company's  potential
     dilutive  common shares totaling  48,037,  are not included in the dilutive
     calculation of loss per share as the effect would be antidilutive.

     Recently Issued Accounting Standards
     ------------------------------------
     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statements of Financial Accounting Standards No. 141, Business Combinations
     ("SFAS  141"),  and No. 142,  Goodwill and Other  Intangible  Assets ("SFAS
     142"). SFAS 141 requires all business combinations initiated after June 30,
     2001 to be  accounted  for  under the  purchase  method.  For all  business
     combinations for which the date of acquisition is after June 30,





                                       18

<PAGE>


                       RENAISSANCE ACCEPTANCE GROUP, INC.
                   Notes to Consolidated Financial Statements




     2001, SFAS 141 also  establishes  specific  criteria for the recognition of
     intangible  assets  separately  from  goodwill  and  requires   unallocated
     negative  goodwill to be written off immediately as an extraordinary  gain,
     rather than deferred and  amortized.  SFAS 142 changes the  accounting  for
     goodwill  and  other  intangible  assets  after  an  acquisition.  The most
     significant changes made by SFAS 142 are: 1) goodwill and intangible assets
     with  indefinite  lives  will no  longer  be  amortized;  2)  goodwill  and
     intangible  assets with  indefinite  lives must be tested for impairment at
     least annually;  and 3) the amortization  period for intangible assets with
     finite lives will no longer be limited to forty years. The Company does not
     believe that the adoption of these  statements  will have a material effect
     on its financial position, results of operations, or cash flows.


     In October 2001, the FASB also approved Statements of Financial  Accounting
     Standards No. 144 ("SFAS 144"),  Accounting  for the Impairment or Disposal
     of  Long-Lived  Assets.  SFAS 144  replaces  SFAS 121,  Accounting  for the
     Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
     Of. The new  accounting  model for  long-lived  assets to be disposed of by
     sale applies to all long-lived assets,  including discontinued  operations,
     and replaces the  provisions  of APB Opinion No. 30,  Reporting  Results of
     Operations-Reporting  the  Effects of  Disposal of a Segment of a Business,
     for the disposal of segments of a business.  SFAS 143  requires  that those
     long-lived assets be measured at the lower of carrying amount or fair value
     less  cost  to  sell,  whether  reported  in  continuing  operations  or in
     discontinued operations.  Therefore, discontinued operations will no longer
     be measured at net realizable value or include amounts for operating losses
     that  have not yet  occurred.  SFAS  144 also  broadens  the  reporting  of
     discontinued  operations  to  include  all  components  of an  entity  with
     operations that can be  distinguished  from the rest of the entity and that
     will be eliminated from the ongoing  operations of the entity in a disposal
     transaction.  The  provisions  of SFAS  144  are  effective  for  financial
     statements  issued for fiscal years  beginning after December 15, 2001 and,
     generally, are to be applied prospectively.  At this time, the Company does
     not  believe  the  adoption  will have a material  effect on its  financial
     position, results of operations, or cash flows.


     Reclassifications
     -----------------

     Certain  amounts have been  reclassified  to conform to the current  period
     presentation

2.   LIQUIDITY
--------------
     As a result of the reverse merger  involving  Cardiac,  Nineteenth and RHI,
     the Company incurred  significant  expenditures  associated with completing
     the merger.  Additionally,  substantial  legal and  professional  fees were
     expended in connection with the unsuccessful  attempt to list the Company's
     common stock on various regional stock exchanges.

     During this  period,  the Company also changed its focus in the real estate
     business  to the  AFA  business,  which  has  less  capital  and  financial
     requirements   than  its  previous  business  strategy  of  purchasing  and
     reselling single family homes. As a result of the anticipated growth in the
     AFA business, significant resources were expended during the latter half of
     2001 and losses during the year increased significantly over 2000.

     As a result of these  losses,  the  Company  underwent a  restructuring  in
     January 2002 and eliminated approximately 25% of its workforce. In addition
     subsequent  to year end,  the Company has  revised its  marketing  strategy
     which has resulted in a reduction of over 40% of the average  amounts spent
     for  advertising in the fourth quarter 2001,  while not severely  affecting
     customer flow.

     At  December  31,  2001,  the  Company had  unrestricted  cash  balances of
     approximately $404,000 which, combined with the restructure in 2002 and the
     current business  operations,  management believes will be adequate to fund
     operations for the year ended December 31, 2002.


3.   UNITED LENDING ACQUISITION
-------------------------------
     On December 27,  2000,  the Company,  through a current  subsidiary  of RHI
     acquired  all  limited  and  general  partnership  interests  of  ULP  in a
     transaction   accounted  for  under  the  purchase  method  of  accounting.
     Consideration  consisted  of  $424,768 in cash,  less a $100,000  holdback,
     warrants to purchase one percent (1%) of the common stock of RAC, and fifty
     percent  (50%) of the net profits  subsequently  derived  from the mortgage





                                       19

<PAGE>

                       RENAISSANCE ACCEPTANCE GROUP, INC.
                   Notes to Consolidated Financial Statements




     loan   pipeline   existing  on  the  closing  date.   Total   consideration
     approximated net book value as of the closing date.

     Immediately following the acquisition, an entity owned by affiliates of the
     Company's  shareholders  acquired the one percent (1%) general  partnership
     interest of United Lending from the Company.  Consideration was one percent
     (1%) of the total ULP  consideration  estimated  to be paid by the Company.
     RHI retains the ninety-nine percent (99%) limited partnership interest.

     The following  unaudited pro forma  information  for ULP is presented as if
     the acquisition had taken place on January 1, 2000:

<TABLE>
<CAPTION>

                                                            Company               ULP                  Total
                                                     ------------------    ----------------     ----------------
<S>    <C>                                                <C>                  <C>                 <C>
       Total revenues                                       $4,343,685          $1,353,642           $5,697,327
       Net loss                                           $(1,309,046)           $(34,831)         $(1,343,877)
       Total assets at December 31, 2000                    $4,500,000         $14,245,000          $18,745,000

</TABLE>


4.   PROPERTY AND EQUIPMENT, NET
--------------------------------

     Property and equipment consists of the following at December 31, 2001:



            Office furniture and equipment                            $ 648,635
            Vehicles                                                    123,400

            Less: accumulated depreciation                             (293,726)
                                                                      ----------
                                                                      $ 478,309
                                                                      ==========

     Depreciation  expense of $236,098 and $39,006 was  recognized for the years
     ended December 31, 2001 and December 31, 2000, respectively.


5.   WAREHOUSE LINES OF CREDIT
------------------------------

     As of December 31, 2001, outstanding warehouse lines and notes payable were
     as follows:


                Regions Bank                                       $  3,875,992
                First Savings Bank, FSB                               8,026,875
                Monitex Financial Services                              712,101
                                                                   ------------
                                                                   $ 12,614,968
                                                                   ============

     ULP has an  $8,000,000  revolving  warehouse  facility  with  Regions  Bank
     ("Regions"),  whereby  loans are  financed  for a  maximum  of 60 days with
     pre-approved investor take-out commitments.  Amounts are advanced under the
     facility at 100% of the "net loan value" (as  defined)  which  approximates
     the related loan amount.  Borrowings  bear interest  at  LIBOR  plus 2.75%,
     (4.63% at December 31, 2001) and are collateralized  by the related  loans.
     Certain members of management guarantee the facility.

     The  Regions  facility  contains  debt  covenants  that  require the ULP to
     maintain a ratio of current assets to current  liabilities of not less than
     1.05 to 1, a ratio of total liabilities to tangible net worth of no greater
     than 10 to 1 and tangible net worth of at least  $250,000.  At December 31,
     2001, ULP was in compliance with these covenants.

     ULP also has a $10,000,000  revolving warehouse facility with First Savings
     Bank,  FSB ("First  Savings")  whereby  loans are financed for a maximum of
     sixty days with pre-approved investor take-out commitments. Financing is at
     99% of the lesser of the note  amount or the  related  commitment  take-out
     price. Borrowings bear


                                       20


<PAGE>

                       RENAISSANCE ACCEPTANCE GROUP, INC.
                   Notes to Consolidated Financial Statements



     interest at Prime plus one  percent (5.75% at  December  31,  2001) and are
     collateralized  by  the  related  loans.   Certain  members  of  management
     guarantee the facility.

     ULP also has a revolving  warehouse facility with Monitex Financial Service
     ("Monitex")  whereby  loans  are  financed  for a  maximum  of 60 days with
     pre-approved investor take-out commitments. Financing is at 99% of the note
     amount and is collateralized by the related notes.  Monitex is guaranteed a
     rate of 10.5% per annum.

6.   SUBORDINATED DEBT
----------------------

     Subordinated debt at December 31, 2001 consists of the following:


<TABLE>
<CAPTION>

<S>       <C>                                                                           <C>
          10%  Senior  Subordinated  Debt  with a  trust.  Interest  is  payable
          quarterly and principal is due at maturity on September 30, 2003. This
          debt is collateralized by a blanket security interest in substantially
          all  of  the  Company's  assets  but  is  subordinate  to  the  credit
          facilities  described in Note 5 above.  The carrying  amount is net of
          unamortized  issuance  discounts of $23,148.  On December 11, 2001 the
          debt was amended to require  monthly  principal payments of 50% of the
          Company's unrestricted cash in excess of $500,000.                            $  1,726,852

          15% Junior  Subordinated  Debt  payable to a trust  affiliated  with a
          significant  Company  shareholder.  Interest  payments are due monthly
          with  principal  due at maturity on September  30, 2003.  This note is
          collateralized  by  real  estate  and  consumer  obligations,  and  is
          subordinate to the Senior Subordinated Debt and to the warehouse lines
          described in Note 5. This Junior Subordinated Debt ranks pari passu to
          the Preferred Stock (Note 8).                                                    1,750,000
                                                                                        ------------
                                                                                        $  3,476,852
                                                                                        ============

</TABLE>



     In  connection  with the  April  28,  2001  Private  Placement  of Series A
     Convertible  Preferred  Stock,  each of the above  debt  holders  converted
     $250,000 of their respective debt, to the Company's Preferred Stock.


7.   INCOME TAXES
-----------------

     There was no  provision  for income  taxes for the year ended  December 31,
     2001 due to the net loss incurred for the year. The Company had no material
     deferred tax liabilities at December 31, 2001. The Company had deferred tax
     assets at December 31, 2001 as follows:


      Deferred tax asset resulting from net operating loss         $ 1,647,000
      Other                                                             60,000
      Valuation allowance                                           (1,707,000)
                                                                   ------------
                                                                   $         -
                                                                   ============
              Change in valuation allowance                        $(1,267,000)
                                                                   ============

     At December 31, 2001 the  Company's  net operating  loss  carryforward  for
     federal income tax purposes was approximately $4,100,000,  which will begin
     expiring (if unused) in 2020.

8.   SHAREHOLDERS' EQUITY
-------------------------

     Pursuant to a private placement memorandum dated April 28, 2001, RHI issued
     2,136.5 shares of its non-voting, cumulative Series A Convertible Preferred
     Stock,  par value $0.01 per share,  (RHI  Preferred) at a purchase price of
     $1,000 per share.  At that time,  RHI also issued 21.0 shares for  services
     valued  at  $21,000.  At the  time of the  Merger  (Note  1),  the  Company
     exchanged its newly issued shares of its  non-voting,  cumulative  Series A
     Convertible  Preferred Stock, for all of the outstanding  shares of the RHI
     Preferred. The





                                       21

<PAGE>

                       RENAISSANCE ACCEPTANCE GROUP, INC.
                   Notes to Consolidated Financial Statements



     Series A  Convertible  Preferred  Stock  issued by the  Company has rights,
     privileges and  preferences  comparable to the RHI Preferred.  Summaries of
     significant terms are:

     o    Cumulative  dividends  accruing  at 8%  for  the  first  three  years,
          increasing thereafter - dividends not payable upon conversion,
     o    Conversion features beginning in August 2002,
     o    Certain registration rights,
     o    Minimum redemption values, and
     o    Liquidation  rights pari passu with the Junior  Subordinate debt (Note
          6).


     As part of the United Lending acquisition  purchase price described in Note
     3, the Company issued warrants to purchase  approximately  48,000 shares of
     its common stock at an exercise price of $1.63 per share.  The warrants are
     currently exercisable and expire on December 27, 2005.


9.   RELATED PARTY TRANSACTIONS
-------------------------------

     During the year ended December 31, 2001,  the Company and its  subsidiaries
     borrowed  money  from  certain  of  the  Company's  directors,  significant
     shareholders  their  affiliates as described below. It should be noted that
     the transactions  shown below, which are prior to July
     2, 2001, relate to RHI and its subsidiaries,  which at that time was not
     a public reporting company.

     o    In December 2001 the Company  borrowed $33,000 from an entity owned by
          and or affiliated with  significant  shareholders.  This loan which is
          due  on  demand,   bears  interest  at  12%  per  annum  is  currently
          outstanding.
     o    In March  2001,  the  Company  borrowed  $100,000  from a  significant
          shareholder  bearing  interest at the rate of 15%.  This loan was paid
          off in May 2001.  In addition the  shareholder  made a $82,386 loan to
          the Company in December  2001,  which is currently  outstanding.  This
          loan bears interest at 15% and is due on demand.
     o    In February  and March 2001,  the Company  borrowed  and  aggregate of
          $190,000 from a significant  shareholder bearing interest at the rates
          of  12%-15%.  These  loans  were paid off in March  and May  2001.  In
          addition  this  shareholder  made a  $80,000  loan to the  Company  in
          November  2001,  bearing  interest  at 15%.  This loan was paid off in
          January 2002.
     o    In May 2001, the Company paid off an existing  $1,100,000 note payable
          by exchanging  certain  contracts  for deed owned by the Company.  The
          Noteholder is affiliated with a significant Company shareholder.
     o    As stated in Note 6, the trust  owning  the Junior  Subordinated  Debt
          converted  $250,000 of its debt to the Series A Convertible  Preferred
          Stock. In addition to this  conversion,  certain  directors  purchased
          approximately $423,000 of the Series A Convertible Preferred Stock.


10.  COMMITMENTS AND CONTINGENCIES
----------------------------------

     The Company has several  operating  leases for office  space and  equipment
     that call for basic rental payments  approximating $44,000. Rent expense of
     $168,186 was recognized for the year ended December 31, 2001.

     Minimum  future  lease  payments,  by year,  at  December  31, 2001 were as
     follows:


                   Year                                    Amount
              ----------------                        ---------------
                   2002                                   $484,949
                   2003                                    274,727
                   2004                                     18,531
                                                          --------
                                                          $778,207
                                                          ========




                                       22


<PAGE>


                        RENAISSANCE ACCEPTANCE GROUP, INC.
                   Notes to Consolidated Financial Statements



     The Company  began  subleasing  certain  office  space  during May 2001 and
     received sublease rental income of $54,696 through  year-end.  The terms of
     the sublease are  identical to the  original  lease.  Total future  minimum
     rentals of $166,779 are to be received under the sublease through the lease
     expiration in March 2004.

     The  Company and  certain  subsidiaries  are  defendants  in various  legal
     proceedings  involving  matters  generally  incidental  to their  business.
     Although  it  is  difficult  to  predict  the  ultimate  outcome  of  these
     proceedings,  management believes,  based on discussions with counsel, that
     any  ultimate   liability  will  not  materially  affect  the  consolidated
     financial  position  or  results  of  operations  of the  Company  and  its
     subsidiaries.

11.  CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS
------------------------------------------------------

     The Company and specifically ULP does not have a significant  concentration
     of mortgage  loans  outstanding  at December 31, 2001 to any one  borrower;
     however, eighty-five percent (85%) of the amount of loans held for sale are
     pledged to be sold to three investors.  The mortgage loans  outstanding are
     collateralized by real estate that has been appraised to have a fair market
     value  equal to or  exceeding  the related  mortgage  loan.  ULP  primarily
     originates mortgage loans in the state of Texas.

12.  FAIR VALUE OF FINANCIAL INSTRUMENTS
----------------------------------------

     The  estimated  fair values for financial  instruments  under SFAS No. 107,
     Disclosures  about Fair Value of Financial  Instruments,  are determined at
     discrete  points  in time  based  on  relevant  market  information.  These
     estimates  involve  uncertainties  and cannot be determined with precision.
     The  estimated  fair  values  of  the  Company's   financial   instruments,
     consisting of cash and equivalents,  mortgage loans held for sale, accounts
     and notes payable,  as measured on December 31, 2001  approximate  carrying
     value due to the  short-term  nature of these  instruments.  The Company is
     unable to estimate the fair value of its subordinated  debt due to the lack
     of a market for comparable instruments.


13.  BUSINESS SEGMENT INFORMATION
---------------------------------

     The Company  operates in two segments:  real estate  (including Title Agent
     operations)  and  mortgage   banking.   Segment   operations  are  measured
     consistent  with  the  accounting   policies  used  in  these  consolidated
     financial  statements.  The following provides information on the Company's
     segments for 2001:

<TABLE>
<CAPTION>


                                                            Real                  Mortgage
                                                           Estate                  Banking                Total
                                                 -----------------------    -----------------    -------------------
<S>       <C>                                           <C>                   <C>                     <C>
          Revenues from external customers              $ 7,151,031           $  3,065,484            $10,216,515

          Gross profit                                  $ 2,826,229           $  3,065,484            $ 5,891,713

          Income (loss) from operations                 $(3,438,461)          $    261,039            $(3,177,422)

          Identifiable assets                           $   943,000           $ 14,412,000            $15,355,000

</TABLE>

     Included in the real estate  segment above is the business that  originated
     in May 2001 under the name  "Assistance  for  America," as well as the real
     estate  business the Company was operating in 2000 and the first quarter of
     2001. The 2001 revenues from the prior real estate business are $4,925,671,
     the gross profit is $600,869 and the identifiable assets are $461,457.  The
     income from operations is not distinguishable between the two businesses.





                                       23


<PAGE>


                        RENAISSANCE ACCEPTANCE GROUP, INC.
                   Notes to Consolidated Financial Statements



     In 2000, the Company also operated in two segments.  The following provides
     information on the Company's segments for 2000:


<TABLE>
<CAPTION>


                                                            Real                  Mortgage
                                                           Estate                  Banking                Total
                                                 -----------------------    -----------------    -------------------
<S>       <C>                                           <C>                      <C>                   <C>
          Revenues from external customers              $ 4,344,000              $         0           $  4,344,000
          Gross profit                                  $   771,000              $         0           $    771,000
          Loss from operations                          $(1,203,000)             $         0           $ (1,203,000)
          Identifiable assets                           $ 4,500,000              $14,245,000           $ 18,745,000

</TABLE>


14.  GAIN ON SALE OF LOANS
--------------------------

     Sales of loans during the year ended December 31, 2001 were as follows:

           Sales proceeds and fees earned         $ 186,977,832
           Cost of sales                           (183,912,348)
                                                  -------------
                                                  $   3,065,484
                                                  =============


                             ***********************




                                       24

<PAGE>


ITEM 8.      CHANGES IN AND  DISAGREEMENTS WITH ACCOUNTANTS  ON  ACCOUNTING  AND
             FINANCIAL DISCLOSURE

Not Applicable

Part III

ITEM 9.      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Executive Officers and Directors of the Company are as follows:

<TABLE>
<CAPTION>


Name                                                        Age                                  Position
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                                          <C>                <C>
Daniel T. Phillips                                           52                 Chairman of the Board of Directors
Steven N. Begleiter                                          41                 Director
Joshua J. Daniel                                             33                 Executive Vice President, Director
Paul W. Fagan                                                37                 Chief  Executive  Officer,  President
                                                                                and Director
Robert A. Kramer                                             41                 Director
Daniel J. Jessee                                             49                 Director
James H. Wolfe                                               48                 Director
Fredrick J. Johansen                                         53                 Executive Vice President


</TABLE>



Mr.  Phillips was  previously  Chairman of the Board of Directors of  Remodelers
Holdings,  Inc.,  where he served since its  inception.  He also has served as a
consultant to RAC since  January  2000.  Mr.  Phillips  currently  serves as the
Chairman of the Board of FirstPlus  Financial Group,  Inc. ("FP") since 1996 and
since  1994,  has been the Chief  Executive  Officer of FP,  which prior to 1998
became  a  multinational   finance  company  with  over  $2  billion  in  market
capitalization and over 7,000 employees. During this time, Mr. Phillips also was
Chairman of the Board and Chief  Executive  Officer of First Plus Financial Inc.
("FP Inc."),  the wholly owned operating  subsidiary of FP. In March of 1999, FP
Inc. filed a voluntary  petition for  bankruptcy  under Chapter 11 of the United
States Bankruptcy Code.

Mr. Begleiter is a Senior Managing  Director at Bear Stearns & Co. Mr. Begleiter
joined Bear  Stearns in 1984 and has spent 15 years as an  investment  banker in
the Financial  Institutions  Group. In September 1999, Mr. Begleiter became head
of the Corporate  Strategy Group, where he is involved in the firm's acquisition
activities,  developing  and  enhancing new and existing  business,  and overall
strategy.  Mr. Begleiter is a member of the President's Advisory council at Bear
Stearns.

Mr.  Daniel  served as Director  and  Executive  Vice  President  of  Remodelers
Holdings,  Inc. since its  inception.  Prior to joining RAC in January 2000, Mr.
Daniel owned and operated  Interstate  Group,  Inc.,  which operated in the real
estate business from January 1996 to January 2000.

Mr. Fagan previously  served as director,  Chief Executive Officer and President
of Remodelers  Holdings,  Inc. since inception.  From September 1999 to December
1999,  Mr. Fagan served as Managing  Director of Business  Development at Centex
Corporation.  From March 1997 to January  2000,  Mr. Fagan was employed  with FP
Inc. as Senior Vice  President  of Mergers and  Acquisitions.  From June 1986 to
March 1997, Mr. Fagan worked in the financial  services industry group for Ernst
& Young LLP.

Mr. Kramer has been Managing Director Financial Services Investment Banking with
Jefferies  & Co.,  Inc.  since May 2000.  Previously,  Mr.  Kramer was with Bear
Stearns,  where he started in 1983.  During his seventeen years at Bear Stearns,
Mr. Kramer focused  exclusively on the financial  services sector.  In 1993, Mr.
Kramer


                                       25


<PAGE>

became the manager of the Financial  Institutions Group's Merger and Acquisition
Advisory  Group.  This group  focused on  non-bank  financial  companies  with a
specialty in mortgage banking.

Mr. Jessee is a senior  principal in the private equity capital  management firm
of Stonehenge  Financial  Holdings Inc.  Stonehenge  manages  approximately  $ 1
billion of private  investments  for the  company's  own  account  and for other
institutional  investors.  Prior to  joining  Stonehenge,  Mr.  Jessee  was Vice
Chairman  of  Banc  One  Capital  Holdings  Corporation  where  he  managed  the
activities of its corporate investment banking, direct investment and structured
finance businesses.  Previously, Mr. Jessee held senior level investment banking
positions at Meuse, Rinker, Chapman, Endres & Brooks and Rotan Mosle, Inc.

Mr. Wolfe is a founding  partner of SKM  Mezzanine  Partners and a member of its
management  committee.  Along with other SKM partners,  Mr. Wolfe is responsible
for   identifying   investment   opportunities,   structuring   and  negotiating
transaction terms, coordination due diligence and working with portfolio company
management  teams.  Prior to forming SKM  Mezzanine  Partners,  Mr.  Wolfe was a
Managing Director of Banc One Capital Partners.

Mr.  Johansen  served as Senior  Vice  President  for First of  America  Bank in
Kalamazoo,  Michigan  from  1992 to 1995  and  then  accepted  a  position  with
BankAtlantic  in Clearwater,  Florida from 1995 to 1999 and was  responsible for
secondary  marketing,  venture  capital  and  agency  compliance.  In 2000,  Mr.
Johansen was an Executive Sales Vice President for Active International in Pearl
River, New York,  presenting and establishing asset recovery programs to Fortune
500 companies.  Starting in November of 2001, Mr. Johansen  accepted his current
position of President of ULP and later succeeded Ms. Pfeiffer as CEO of ULP upon
her resignation in January 2001.



ITEM 10.     EXECUTIVE COMPENSATION

The following table sets forth information  concerning  compensation paid during
fiscal  year  2001  to our  Chief  Executive  Officer  and all  other  Executive
Officers.

<TABLE>
<CAPTION>


     Name and principal position   Year         Annual             Other Annual       Restricted        All other
                                                Salary             Compensation      stock award       compensation
                                                 ($)                    ($)              ($)                  ($)
     ----------------------------- -------- --------------- ----------------------- --------------- -------------------
<S>                                <C>         <C>                    <C>                  <C>          <C>
     Daniel T. Phillips,           2001        177,500                145,900
     Chairman of the Board of      2000        157,500                120,000
     Directors

     Paul W. Fagan, CEO,           2001        235,600
     President and Director        2000        195,500

     Joshua J. Daniel, Executive   2001        235,600
     Vice President, Director      2000        142,850

     Nancy J. Pfeiffer,            2001        175,454                                     3,650
     Executive Vice President(2)

     Fredrick J. Johansen,         2001       20,792(1)
     Executive Vice President


                                       26

<PAGE>


     There were no securities  underlying options or Stock  Appreciation  Rights
     issued,  nor were there annual bonuses or long-term  incentive plan payouts
     during 2001 and 2000.

<FN>

     (1) Mr.  Johansen  joined the Company in November 2001, at an annual salary
     of $180,000 per year.

     (2)  Subsequent  to year-end,  Ms.  Pfeiffer,  former  President and CEO of
     United Lending Partners resigned from the Company.  She became an Executive
     Officer of the Company in connection  with the ULP  acquisition in December
     2000.

</FN>
</TABLE>



Employment Contracts

The following people have employment contracts with the Company.

Mr.  Phillips,  Chairman,  has an  employment  contract  with the  Company.  The
contract  terminates  June 1, 2004 and provides  for:

     o    a monthly base salary of $30,000,

     o    the Company to pay certain  costs such as health  insurance  costs and
          the preparation of personal income tax returns, and

     o    termination  benefits,  in the  event  termination  of  employment  is
          without due cause;  equal to the  aggregate  salary that was earned by
          Mr. Phillips in the 18 months preceding the termination date.

Mr. Fagan has an employment  contract with the Company.  The contract terminates
June 1, 2004 and provides for:

     o    a monthly base salary of $20,000,

     o    the Company to pay certain costs such as health  insurance  costs, and
          the preparation of personal income tax returns, and

     o    termination  benefits,  in the  event  termination  of  employment  is
          without due cause;  equal to the  aggregate  salary that was earned by
          Mr. Fagan in the 18 months preceding the termination date.


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

The following  table,  shows,  with respect to each person or entity know to the
Company  to be the  beneficial  owner of more  than 5% of the  Company's  common
stock,  as of March 31, 2002,  (i) the number of shares of common stock so owned
and (ii) the percentage of all shares outstanding  represented by such ownership
(based upon the number of shares and warrants outstanding as of March 31, 2002).


<TABLE>
<CAPTION>

NAME AND ADDRESS OF BENEFICIAL OWNER                  NUMBER OF SHARES                     PERCENTAGE OF CLASS
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                                     <C>                                       <C>
Danmer LLC(1)
1349 Empire Central
13th Floor                                              3,161,082.62                              62.62
Dallas Texas, 75247

Greyhound LLC(2)
1349 Empire Central
13th Floor                                               620,906.75                               12.30
Dallas Texas, 75247


                                       27

<PAGE>



Joshua J. Daniel
1349 Empire Central
13th Floor                                               459,930.92                                9.11
Dallas Texas, 75247


     All information above is based upon the applicable  Schedule 13D filed with
     the Securities and Exchange Commission on July 2, 2001.

<FN>

     (1)Consists of 2,931,117.16  shares  beneficially  owned by Danmer, LLC and
     229,965.46  shares  beneficially  owned by The Mankoff  Irrevocable  Trust.
     Danmer, LLC holds  proxy-voting power for the shares  beneficially owned by
     The Mankoff  Irrevocable Trust. Daniel T. Phillips is a member and the sole
     manager of Danmer, LLC. Does not include 1,005.31 shares beneficially owned
     by FirstPlus  Financial  Group,  Inc. Mr.  Phillips is the Chief  Executive
     Officer  of  FirstPlus  Financial  Group,  Inc.  but  disclaims  beneficial
     ownership of the shares held by FirstPlus Financial Group, Inc.

     (2) Paul W. Fagan is the sole member and manager of Greyhound LLC.
</FN>
</TABLE>


SECURITY OWNERSHIP OF MANAGEMENT


The  following  information  sets  forth the  number of shares of the  Company's
common stock  beneficially  owned as of March 31, 2002 by each of the  Company's
Directors, and the Company's Executive Officers, and all Directors and Executive
Officers as a group.

<TABLE>
<CAPTION>


NAME OF BENEFICIAL OWNER                              NUMBER OF SHARES                     PERCENTAGE OF CLASS
------------------------                              ----------------                     -------------------
<S>                                                     <C>                                       <C>
Daniel T. Phillips, Chairman of the
Board of Directors(1)                                   3,161,082.62                              62.62

Steven N. Begleiter, Director(2)                             -                                      -

Joshua J. Daniel, Director, Executive
Vice President                                           459,930.92                                9.11

Paul W. Fagan, Director, President and
Chief Executive Officer(3)                               620,906.75                               12.30

Robert A. Kramer, Director(4)                                -                                      -

Daniel J. Jessee, Director(5)                                -                                      -

James H Wolfe, Director(6)                                   -                                      -

Fredrick J. Johansen, Executive Vice                         -                                      -
President

Nancy J. Pfeiffer, Executive Vice
President                                                16,755.23                                 0.33

All Directors  and  Executive  Officers
as a group(9 persons)                                   4,258,675.52                              84.36

<FN>


     (1)Consists of 2,931,117.16  shares  beneficially  owned by Danmer, LLC and
     229,965.46  shares  beneficially  owned by The Mankoff  Irrevocable  Trust.
     Danmer, LLC holds  proxy-voting power for the shares  beneficially owned by
     The Mankoff  Irrevocable Trust. Daniel T. Phillips is a member and the sole
     manager of Danmer, LLC. In addition Mr. Phillips is the beneficial owner of
     250.0 shares of the Company's Series A Convertible  Preferred Stock,  which
     is not convertible  during the next sixty days. The  convertible  stock can
     convert in the future based upon certain events. The range of Common shares
     into which this  preferred  stock  would be  convertible  into is 65,789 to
     131,579.



                                       28


<PAGE>


     (2) Mr.  Begleiter is the beneficial  owner of 47.5 shares of the Company's
     Series A Convertible  Preferred Stock,  which is not convertible during the
     next sixty days. The convertible stock can convert in the future based upon
     certain events.  The range of Common shares into which this preferred stock
     would be convertible into is 12,500 to 25,000.

     (3) Mr. Fagan's  shares are owned by Greyhound LLC, of which he is the sole
     member and manager.

     (4) Mr.  Kramer is the  beneficial  owner of 150.0 shares of the  Company's
     Series A Convertible  Preferred Stock,  which is not convertible during the
     next sixty days. The convertible stock can convert in the future based upon
     certain events.  The range of Common shares into which this preferred stock
     would be convertible into is 39,474 to 78,947.

     (5) Mr.  Jessee is the  beneficial  owner of 100.0 shares of the  Company's
     Series A Convertible  Preferred Stock,  which is not convertible during the
     next sixty days. The convertible stock can convert in the future based upon
     certain events.  The range of Common shares into which this preferred stock
     would be convertible into is 26,316 to 52,632.

     (6) Mr.  Wolfe is the  beneficial  owner of 125.0  shares of the  Company's
     Series A Convertible  Preferred Stock,  which is not convertible during the
     next sixty days. The convertible stock can convert in the future based upon
     certain events.  The range of Common shares into which this preferred stock
     would be convertible into is 32,895 to 65,789.

</FN>
</TABLE>



ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During  the  years  ended  December  31,  2001 and  2000,  the  Company  and its
subsidiaries  borrowed  money  from  certain  of  the  Company's  directors  and
affiliates of the Company's directors as described below. It should be noted the
transactions  shown below which are prior to July 2, 2001, relate to RHI and its
subsidiaries, which at that time was not a public reporting company.

During 2000,  Hollow Way Partners,  L.L.C.,  a Texas limited  liability  company
owned by Paul W. Fagan and the Merlene Phillips Irrevocable Trust (the "Phillips
Trust"),  made three loans to RAC, a subsidiary of the Company, in the aggregate
principal  amount of  $500,000,  each  bearing  interest  at the rate of 12% per
annum.  Each of these loans were paid off by RAC as of  December  31,  2000.  On
December 28, 2001,  Hollow Way Partners loaned the Company $33,000,  which bears
interest at 12% and is currently outstanding. Daniel T. Phillips is a co-trustee
of the Phillips Trust.

Daniel T.  Phillips  made one loan to RAC in the  principal  amount of  $19,531,
bearing interest at the rate of 10% per annum.  This loan was paid off by RAC on
March 31, 2001.

On March 26, 2001, Danmer LLC, a Texas  limited  liability  company owned by Mr.
Phillips and his family,  made a $100,000  loan to a  subsidiary  of the Company
bearing  interest  at the rate of 15% per  annum.  This loan was paid off in May
2001.  In  addition  Danmer LLC made a $82,386  loan to the  Company in December
2001, which is currently outstanding. This loan bears interest at 15%.

The Phillips Trust made four loans to RAC in the aggregate  principal  amount of
$1,725,000,  all bearing interest at the rate of 12% per annum,  plus $20,000 in
origination  fees.  Each of these loans was paid off by RAC as of March 8, 2001.
During June 2000, the Phillips Trust also made a loan in the principal amount of
$2,000,000 to RAC in the form of subordinated  debt, bearing interest at 15% per
annum and maturing in October  2003. As  previously  indicated  $250,000 of this
debt was converted to the Series A Preferred Stock during 2001 and the remaining
balance of $1,750,000 remains outstanding.

In addition to the $250,000  conversion of debt to the Series A Preferred  Stock
by the Phillips Trust, certain directors purchased approximately $423,000 of the
Series A Convertible Preferred Stock.

During  2000,  Paul W.  Fagan made one non  interest-bearing  loan to RAC in the
principal  amount of $8,000.  In addition,  Mr. Fagan and/or  Greyhound LLC made
eight  loans to RAC in the  aggregate  principal  amount  of  $345,000,  bearing
interest  at the rate of 12% per annum.  Each of these loans was paid off by RAC
by May


                                       29

<PAGE>


2001.  Additionally,  Mr. Fagan loaned the company  $80,000 in November 2001, at
15% interest rate, which was paid off in January 2002.

In  October  2000,  the  Company  purchased  certain  notes with a face value of
$353,000 from Daniel T. Phillips.  The notes which are collateralized by limited
partner  interest in an unrelated  partnership,  provide equal  installments due
January 31st of 2001,  2002, and 2003. All payments for 2001 and 2002 ($231,300)
were made timely.

RAC borrowed $1.5 million from the Phillips Legacy Foundation (the "Foundation")
in the form of a revolving  line of credit  bearing  interest at the rate of 15%
per annum. The outstanding  amount under this line of $1,100,000 was paid off in
May 2001 by exchanging  certain contracts for deed owned by the Company.  Daniel
T. Phillips was a previous trustee of this Foundation.

ULP has an $8,000,000  revolving  warehouse  facility with Regions Bank, whereby
loans are financed for a maximum of 60 days with pre-approved  investor take-out
commitments.  Amounts are  advanced  under the facility at 100% of the "net loan
value" (as defined) which approximates the related loan amount.  Borrowings bear
interest at LIBOR plus 2.75% and are  collateralized  by the related loans. Paul
Fagan, Greyhound, LLC and Joshua Daniel guarantee the facility.

ULP also has a $10 million revolving warehouse facility with First Savings Bank,
FSB,  whereby  loans are financed for a maximum of sixty days with  pre-approved
investor  take-out  commitments.  Financing  is at 99% of the lesser of the note
amount or the related  commitment  take-out  price.  Borrowings bear interest at
Prime plus one percent and are  collateralized by the related loans. Paul Fagan,
Joshua Daniel and Daniel T. Phillips guarantee the facility.



ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

(a) The  following  exhibits  are  furnished  in  accordance  with  Item  601 of
Regulation S-B:

Number    Description
------    -----------

2.1  Agreement  and Plan of Merger,  dated July 2, 2001 by and among  Remodelers
     Holdings,  Inc., Cardiac Control Systems, Inc., Nineteenth Acquisition Sub,
     Inc.  and  Kersey,  Scillia,  Forster  and Brooks,  Inc.  (incorporated  by
     reference to Exhibit 2.1 to the Company's  Current Report on Form 8-K filed
     with the Securities and Exchange Commission on July 9, 2001)

2.2  Second  Amended  Chapter  11  Plan of  Reorganization  of  Cardiac  Control
     Systems, Inc., Case No. 99-06852-3P1  (incorporated by reference to Exhibit
     2.2 to the Company's  Current  Report on Form 8-K filed with the Securities
     and Exchange Commission on July 9, 2001)

2.3  First  Modification  to Second  Amended  Chapter 11 Plan of  Reorganization
     (incorporated  by reference to Exhibit 2.3 to the Company's  Current Report
     on Form 8-K filed with the  Securities  and Exchange  Commission on July 9,
     2001)

3.1  Amended  and  Restated   Certificate  of  Incorporation   (incorporated  by
     reference to Exhibit 4.1 to the Company's  Current Report on Form 8-K filed
     with the Securities and Exchange Commission on July 9, 2001)

3.2  Certificate  of  Designation  for  Series  A  Convertible  Preferred  Stock
     (incorporated  by reference to Exhibit 4.2 to the Company's  Current Report
     on Form 8-K filed with the  Securities  and Exchange  Commission on July 9,
     2001)

3.3  Amended and Restated  Bylaws  (incorporated  by reference to Exhibit 4.3 to
     the  Company's  Current  Report on Form 8-K filed with the  Securities  and
     Exchange Commission on July 9, 2001.)






                                       30


<PAGE>



10.1 2001  Stock   Option  Plan  for   Renaissance   Acceptance   Group,   Inc.,
     (incorporated  by  reference  to Exhibit  10.1 to the  Company's  Quarterly
     Report on Form 10-QSB for the quarterly period ended June 30, 2001.)

21.1 Subsidiaries of the Company

24.1 Power of  Attorney  of  certain  officers  and  directors  of  the  Company
     (included on the signature page hereto)



(b) On November 6, 2001,  the Company filed a Current  Report on Form 8-K to (i)
announce that, after reviewing  registrant's  financial  condition and operating
results  for the  period  ending  June  2001 and  current  economic  and  market
conditions,  the board of directors of the Company  decided to consider  various
financial  and  strategic  alternatives  to minimize  current  expenditures  and
maximize  shareholder  value,  (ii)  announce  that Michael K.  Henderson,  then
executive  vice  president  and chief  financial  officer  of the  Company,  had
resigned  and left the Company to pursue other  opportunities,  and (iii) update
the financial  statements of the Company  originally filed on the Current Report
on Form 8-K filed with the Securities and Exchange Commission on July 9, 2001.


                                       31


<PAGE>


                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  registrant  has duly caused this annual  report on Form 10-KSB to be
signed on its behalf by the undersigned thereto duly authorized.

                                       Renaissance Acceptance Group, Inc.
                                       (Registrant)


     Date: April 15, 2001              By:  /s/ Paul W. Fagan
                                           -------------------------------------
                                           Paul W. Fagan,
                                           President and Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
annual report on Form 10-KSB has been signed below by the  following  persons on
behalf of the registrant and in the capacities and on the dates indicated.  Each
person whose  signature to this report  appears  below hereby  appoints  Paul W.
Fagan,   who  may  act  without  the  joinder  of  the  other,  as  his  or  her
attorney-in-fact to sign on his behalf, individually and in each capacity stated
below, and to file all amendments to this report,  which amendment or amendments
may make such changes in and  additions  to the report as such  attorney-in-fact
may deem necessary or appropriate.

<TABLE>
<CAPTION>



                SIGNATURE                                       OFFICE                                 DATE
                ---------                                       ------                                 ----
<S>                                       <C>                                                     <C>
 /s/ Daniel T. Phillips                   Chairman of the Board of Directors                      April 15, 2001
 ---------------------------
 Daniel T. Phillips


 /s/ Paul W. Fagan                        Chief Executive Officer, President and Director         April 15, 2001
 ---------------------------
 Paul W. Fagan


 /s/ Joshua J. Daniel                     Executive Vice President, Director                      April 15, 2001
 --------------------
 Joshua J. Daniel


                                          Director                                                April 15, 2001
 ---------------------------
 Steven N. Begleiter


 /s/ Robert A. Kramer                     Director                                                April 15, 2001
 ---------------------------
 Robert A. Kramer


 /s/ Daniel J. Jessee                     Director                                                April 15, 2001
 ---------------------------
 Daniel J. Jessee


                                          Director                                                April 15, 2001
 ---------------------------
 James H. Wolfe

</TABLE>









                                       32


<PAGE>


                               INDEX OF EXHIBITS
                               -----------------

Number    Description
------    -----------

2.1  Agreement  and Plan of Merger,  dated July 2, 2001 by and among  Remodelers
     Holdings,  Inc., Cardiac Control Systems, Inc., Nineteenth Acquisition Sub,
     Inc.  and  Kersey,  Scillia,  Forster  and Brooks,  Inc.  (incorporated  by
     reference to Exhibit 2.1 to the Company's  Current Report on Form 8-K filed
     with the Securities and Exchange Commission on July 9, 2001)

2.2  Second  Amended  Chapter  11  Plan of  Reorganization  of  Cardiac  Control
     Systems, Inc., Case No. 99-06852-3P1  (incorporated by reference to Exhibit
     2.2 to the Company's  Current  Report on Form 8-K filed with the Securities
     and Exchange Commission on July 9, 2001)

2.3  First  Modification  to Second  Amended  Chapter 11 Plan of  Reorganization
     (incorporated  by reference to Exhibit 2.3 to the Company's  Current Report
     on Form 8-K filed with the  Securities  and Exchange  Commission on July 9,
     2001)

3.1  Amended  and  Restated   Certificate  of  Incorporation   (incorporated  by
     reference to Exhibit 4.1 to the Company's  Current Report on Form 8-K filed
     with the Securities and Exchange Commission on July 9, 2001)

3.2  Certificate  of  Designation  for  Series  A  Convertible  Preferred  Stock
     (incorporated  by reference to Exhibit 4.2 to the Company's  Current Report
     on Form 8-K filed with the  Securities  and Exchange  Commission on July 9,
     2001)

3.3  Amended and Restated  Bylaws  (incorporated  by reference to Exhibit 4.3 to
     the  Company's  Current  Report on Form 8-K filed with the  Securities  and
     Exchange Commission on July 9, 2001.)

10.1 2001  Stock   Option  Plan  for   Renaissance   Acceptance   Group,   Inc.,
     (incorporated  by  reference  to Exhibit  10.1 to the  Company's  Quarterly
     Report on Form 10-QSB for the quarterly period ended June 30, 2001.)

21.1 Subsidiaries of the Company

24.1 Power of  Attorney  of  certain  officers  and  directors  of  the  Company
     (included on the signature page hereto)





                                       33