**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C.  20549**

 

**FORM 10-QSB**

 
| **ý****  Quarterly  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of  1934.**                                                               |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                    |
| **For  the quarterly period ended September 30, 2003**                                                                                                                             |
|                                                                                                                                                                                    |   |   |
| **or**                                                                                                                                                                                  |
|                                                                                                                                                                                    |   |   |
| **o****  Transition  Report Pursuance to Section 13 or 15(d) of the Securities Exchange act  of 1934.**                                                                  |
|                                                                                                                                                                                    |
| **For  the transition period from              to            ** |
|                                                                                                                                                                                    |
| **Commission  File Number  0-23782**                                                                                                                                               |

 

**RENAISSANCE ENTERTAINMENTCORPORATION**

(Exact name ofregistrant as specified in its charter)

 

| **Colorado**                                                    |   | **84-1094630**                          |
|-----------------------------------------------------------------|--------|-----------------------------------------|
| (State or other  jurisdiction of  incorporation or organization |   | (I.R.S. Employer    Identification No.) |
|                                                            |   |                                    |
| **275  Century Circle, Suite 102, Louisville, Colorado**        |   | **80027**                               |
| (Address of  principal executive offices)                       |   | (Zip Code)                              |
|                                                            |   |                                    |
| **(303)  664-0300**                                             |
| (Registrant’s  telephone number, including area code)      |

 

(Former Address)

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

ý  Yes   o  No

 

APPLICABLE ONLY TOCORPORATE ISSUERS:

 

As of November 14,2003, Registrant had 2,144,889 shares of common stock, $.03 Par Value,outstanding.

 

 

----

## INDEX

 
| **Part I.**                                     | **Financial  Information**                                                                        |   |
|-------------------------------------------------|---------------------------------------------------------------------------------------------------|--------|
|                                            |                                                                                              |   |
| Item I.                                         | Financial  Statements                                                                             |   |
|                                            |                                                                                              |   |
|                                            | Balance Sheets as  of September 30, 2003 (Unaudited) and December 31, 2002              |   |
|                                            |                                                                                              |   |
|                                            | Statements  of Operations for the Three Months Ended September 30, 2003 and 2002  Unaudited) |   |
|                                            |                                                                                              |   |
|                                            | Statements  of Operations for the Nine Months Ended September 30, 2003 and 2002  (Unaudited) |   |
|                                            |                                                                                              |   |
|                                            | Statements of Cash  Flows for the Nine Months Ended September 30, 2003 and 2002 (Unaudited)  |   |
|                                            |                                                                                              |   |
|                                            | Notes to Financial  Statements                                                                    |   |
|                                            |                                                                                              |   |
| Item 2.                                         | Management’s Discussion and  Analysis of Financial Condition and Results of Operations       |   |
|                                            |                                                                                              |   |
| Item 3.                                         | Controls and  Procedures                                                                          |   |
|                                            |                                                                                              |   |
| **Part II.   Other Information** |                                                                                              |
|                                                 |                                                                                                   |        |  |

 

This report containsforward-looking statements within the meaning of Section 21E of theSecurities Exchange Act of 1934, as amended, and Section 27A of theSecurities Act of 1933, as amended, and is subject to the safe harbors createdby those sections.  Theseforward-looking statements are subject to significant risks and uncertainties,including those identified in the section of this Form 10-QSB entitled“Factors That May Affect Future Operating Results,” which may cause actualresults to differ materially from those discussed in such forward-lookingstatements.  The forward-lookingstatements within this Form 10-QSB are identified by words such as “believes,”“anticipates,” “expects,” “intends,” “may,” “will” and other similarexpressions.  However, these words arenot the exclusive means of identifying such statements.  In addition, any statements which refer toexpectations, projections or other characterizations of future events orcircumstances are forward-looking statements. The Company undertakes no obligation to publicly release the results ofany revisions to these forward-looking statements which may be made to reflectevents or circumstances occurring subsequent to the filing of this Form 10-QSBwith the Securities and Exchange Commission (“SEC”).  Readers are urged to carefully review and consider the variousdisclosures made by the Company in this report and in the Company’s otherreports filed with the SEC that attempt to advise interested parties of therisks and factors that may affect the Company’s business.

 

2

----

 

Part I

FinancialInformation

 
| Item  1 |   | RENAISSANCE  ENTERTAINMENT CORPORATION |
|---------|--------|----------------------------------------|

BALANCE SHEETS

 
|                                                                                                   |   | **September 30,  2003** |       | **December 31,  2002** |       |
|--------------------------------------------------------------------------------------------------------|--------|------------------------------|------------|-----------------------------|------------|
|                                                                                                   |   | **(Unaudited)**              | ** ** |                        | ** ** |
| ASSETS                                                                                                 |   |                         |       |                        |       |
| Current  Assets:                                                                                       |   |                         |       |                        |       |
| Cash  and equivalents                                                                                  |   | $                            | 1,595,676  |                        | $          | 642,061 |   |
| Accounts  receivable (net)                                                                             |   | 179,915                      |       | 23,530                      |       |
| Inventory                                                                                              |   | 173,575                      |       | 160,500                     |       |
| Note  receivable, current portion                                                                      |   | 0                            |       | 90,862                      |       |
| Prepaid  expenses and other                                                                            |   | 774,313                      |       | 275,520                     |       |
| Total  Current Assets                                                                                  |   | 2,723,479                    |       | 1,192,473                   |       |
|                                                                                                   |   |                         |       |                        |       |
| Property  and equipment, net of accumulated depreciation                                               |   | 2,835,342                    |       | 2,874,954                   |       |
| Investments                                                                                            |   | 32,171                       |       | 0                           |       |
| Other  assets                                                                                          |   | 386,831                      |       | 382,617                     |       |
| TOTAL  ASSETS                                                                                          |   | $                            | 5,977,823  |                        | $          | 4,450,044 |   |
|                                                                                                   |   |                         |       |                        |       |
| LIABILITIES AND  STOCKHOLDERS’ (DEFICIT)                                                          |   |                         |       |                        |       |
|                                                                                                   |   |                         |       |                        |       |
| Current  Liabilities:                                                                                  |   |                         |       |                        |       |
| Accounts  payable and accrued expenses                                                                 |   | $                            | 1,010,772  |                        | $          | 369,466 |   |
| Notes  payable, current portion                                                                        |   | 404,942                      |       | 414,738                     |       |
| Lease  obligation payable, current portion                                                             |   | 45,067                       |       | 9,220                       |       |
| Unearned  income                                                                                       |   | 719,586                      |       | 447,746                     |       |
| Total  Current Liabilities                                                                             |   | 2,180,367                    |       | 1,241,170                   |       |
|                                                                                                   |   |                         |       |                        |       |
| Lease  obligation payable                                                                              |   | 3,932,983                    |       | 3,969,582                   |       |
| Notes  payable, net of current portion                                                                 |   | 3,940                        |       | 13,055                      |       |
| Other                                                                                                  |   | 194,172                      |       | 166,844                     |       |
| Total  Liabilities                                                                                     |   | 6,311,462                    |       | 5,390,651                   |       |
|                                                                                                   |   |                         |       |                        |       |
| Stockholders’  (Deficit):                                                                         |   |                         |       |                        |       |
| Preferred  stock, $1.00 par value, 1,000,000 shares authorized, none issued and  outstanding           |   |                         |       |                        |       |
| Common  stock, $.03 par value, 50,000,000 shares authorized, 2,144,889 shares issued  and outstanding. |   | 64,346                       |       | 64,346                      |       |
| Additional  paid-in capital                                                                            |   | 9,435,827                    |       | 9,435,827                   |       |
| Accumulated  (deficit)                                                                                 |   | (9,833,812                   | )          | (10,440,780                 | )          |
| Total  Stockholders’ (Deficit)                                                                    |   | (333,639                     | )          | (940,607                    | )          |
|                                                                                                   |   |                         |       |                        |       |
| TOTAL  LIABILITIES AND STOCKHOLDERS’ (DEFICIT)                                                    |   | $                            | 5,977,823  |                        | $          | 4,450,044 |   |

 

The accompanyingnotes are an integral part of the financial statements.

 

3

----

 

RENAISSANCEENTERTAINMENT CORPORATION

STATEMENTS OF OPERATIONS

(Unaudited)

 
|                                                  |   | **Three  Months Ended  September 30** |      |
|-------------------------------------------------------|--------|--------------------------------------------|-----------|
|                                                  |   | **2003**                                   |      | **2002** |   |
| REVENUE:                                              |   |                                       |      |   |   |
| Sales                                                 |   | $                                          | 6,141,642 |   | $ | 6,096,924 |   |
| Faire  operating costs                                |   | 1,729,192                                  |      | 1,816,718 |   |
| Gross  Profit                                         |   | 4,412,450                                  |      | 4,280,206 |   |
|                                                  |   |                                       |      |   |   |
| OPERATING  EXPENSES:                                  |   |                                       |      |   |   |
| Salaries                                              |   | 1,285,459                                  |      | 1,255,548 |   |
| Depreciation  and amortization                        |   | 92,408                                     |      | 85,326 |   |
| Advertising                                           |   | 873,050                                    |      | 840,622 |   |
| Other  operating expenses                             |   | 1,175,130                                  |      | 1,105,885 |   |
| Total  Operating Expenses                             |   | 3,426,047                                  |      | 3,287,381 |   |
|                                                  |   |                                       |      |   |   |
| Net  Operating Income                                 |   | 986,403                                    |      | 992,825 |   |
|                                                  |   |                                       |      |   |   |
| Other  Income (Expenses):                             |   |                                       |      |   |   |
| Interest  income                                      |   | 4,036                                      |      | 9,712 |   |
| Interest  (expense)                                   |   | (137,261                                   | )         | (130,296 | ) |
| Other  income                                         |   | 13,988                                     |      | 7,462 |   |
| Total  Other Income (Expenses)                        |   | (119,237                                   | )         | (113,122 | ) |
|                                                  |   |                                       |      |   |   |
| Net  Income before (Provision)                        |   |                                       |      |   |   |
| Credit  for Income Taxes                              |   | 867,166                                    |      | 879,703 |   |
|                                                  |   |                                       |      |   |   |
| (Provision)  Credit for Income Taxes                  |   | —                                     |      | — |   |
|                                                  |   |                                       |      |   |   |
| Net  Income to Common Stockholders                    |   | $                                          | 867,166   |   | $ | 879,703 |   |
|                                                  |   |                                       |      |   |   |
| Net  Income per Common Share                          |   | $                                          | 0.40      |   | $ | 0.41 |   |
|                                                  |   |                                       |      |   |   |
| Weighted  Average Number of Common Shares Outstanding |   | 2,144,889                                  |      | 2,144,889 |   |

 

The accompanying notesare an integral part of the financial statements.

 

4

----

 

RENAISSANCEENTERTAINMENT CORPORATION

STATEMENTS OF OPERATIONS

 
|                                                  |   | **Nine  Months Ended  September 30** |    |
|-------------------------------------------------------|--------|-------------------------------------------|---------|
|                                                  |   | **2003**                                  |    | **2002** |   |
| REVENUE:                                              |   |                                      |    |   |   |
| Sales                                                 |   | 10,827,868                                |    | 9,884,722 |   |
| Faire  operating costs                                |   | 2,661,408                                 |    | 2,697,997 |   |
| Gross  Profit                                         |   | 8,166,460                                 |    | 7,186,725 |   |
|                                                  |   |                                      |    |   |   |
| OPERATING  EXPENSES:                                  |   |                                      |    |   |   |
| Salaries                                              |   | 2,940,242                                 |    | 2,597,308 |   |
| Depreciation  and amortization                        |   | 264,835                                   |    | 230,047 |   |
| Advertising                                           |   | 1,323,779                                 |    | 1,313,214 |   |
| Other  operating expenses                             |   | 2,724,395                                 |    | 2,315,255 |   |
| Total  Operating Expenses                             |   | 7,253,251                                 |    | 6,455,824 |   |
|                                                  |   |                                      |    |   |   |
| Net  Operating Income                                 |   | 913,209                                   |    | 730,901 |   |
|                                                  |   |                                      |    |   |   |
| Other  Income (Expenses):                             |   |                                      |    |   |   |
| Interest  income                                      |   | 20,199                                    |    | 28,428 |   |
| Interest  (expense)                                   |   | (402,423                                  | )       | (392,914 | ) |
| Other  income                                         |   | 75,983                                    |    | 47,760 |   |
| Total  Other Income (Expenses)                        |   | (306,241                                  | )       | (316,726 | ) |
|                                                  |   |                                      |    |   |   |
| Net  Income before (Provision)                        |   |                                      |    |   |   |
| Credit  for Income Taxes                              |   | $                                         | 606,968 |   | 414,175 |   |
|                                                  |   |                                      |    |   |   |
| (Provision)  Credit for Income Taxes                  |   | —                                    |    | — |   |
|                                                  |   |                                      |    |   |   |
| Net  Income to Common Stockholders                    |   | $                                         | 606,968 |   | $ | 414,175 |   |
|                                                  |   |                                      |    |   |   |
| Net  Income per Common Share                          |   | $                                         | 0.28    |   | $ | 0.19 |   |
|                                                  |   |                                      |    |   |   |
| Weighted  Average Number of Common Shares Outstanding |   | 2,144,889                                 |    | 2,144,889 |   |

 

The accompanying notesare an integral part of the financial statements

 

5

----

 

RENAISSANCEENTERTAINMENT CORPORATION

STATEMENTS OF CASH FLOWS(Unaudited)

 
|                                                                               |   | **Nine  Months ended  September 30** |      |
|------------------------------------------------------------------------------------|--------|-------------------------------------------|-----------|
|                                                                               |   | **2003**                                  |      | **2002** |   |
| Cash  Flows from Operating Activities:                                             |   |                                      |      |   |   |
| Net  income                                                                        |   | $                                         | 606,968   |   | $ | 414,175 |   |
| Adjustments  to reconcile net income to net cash provided by operating activities: |   |                                      |      |   |   |
| Depreciation  and amortization                                                     |   | 264,835                                   |      | 230,047 |   |
| (Increase)  decrease in:                                                           |   |                                      |      |   |   |
| Accounts  Receivable                                                               |   | (156,385                                  | )         | (30,602 | ) |
| Notes  Receivable                                                                  |   | 90,862                                    |      | 28,194 |   |
| Inventory                                                                          |   | (13,075                                   | )         | (79,903 | ) |
| Prepaid  expenses and other                                                        |   | (503,007                                  | )         | (520,247 | ) |
| Increase  (decrease) in:                                                           |   |                                      |      |   |   |
| Accounts  payable and accrued expenses                                             |   | 641,306                                   |      | 232,207 |   |
| Unearned  revenue and other                                                        |   | 299,168                                   |      | 646,451 |   |
| Total  adjustments                                                                 |   | 623,704                                   |      | 506,147 |   |
| Net  Cash Provided by Operating Activities                                         |   | 1,230,672                                 |      | 920,322 |   |
|                                                                               |   |                                      |      |   |   |
| Cash  Flows from Investing Activities:                                             |   |                                      |      |   |   |
| (Increase)  in cash value of life insurance                                        |   | (32,171                                   | )         | 0 |   |
| Acquisition  of property and equipment                                             |   | (225,222                                  | )         | (484,471 | ) |
| Net  Cash (Used in) Investing Activities                                           |   | (257,393                                  | )         | (484,471 | ) |
|                                                                               |   |                                      |      |   |   |
| Cash  Flows from Financing Activities:                                             |   |                                      |      |   |   |
| Proceeds  from notes payable                                                       |   | 270,000                                   |      | 101,250 |   |
| Principal  payments on notes payable                                               |   | (289,664                                  | )         | (19,148 | ) |
| Net  Cash Provided by (Used in) Financing Activities                               |   | (19,664                                   | )         | 82,102 |   |
|                                                                               |   |                                      |      |   |   |
| Net  Increase in Cash                                                              |   | 953,615                                   |      | 517,953 |   |
| Cash,  beginning of period                                                         |   | 642,061                                   |      | 834,257 |   |
| Cash,  end of period                                                               |   | $                                         | 1,595,676 |   | $ | 1,352,210 |   |
| Interest  paid                                                                     |   | $                                         | (402,423  | ) | $ | (392,914 | ) |

 

The accompanying notesare an integral part of the financial statements.

 

6

----

 

RENAISSANCEENTERTAINMENT CORPORATION

NOTES TO FINANCIALSTATEMENTS

September 30,2003 (Unaudited)

 

1.                                       UnauditedStatements

 

The balance sheet as ofSeptember 30, 2003, the statements of operations and the statements ofcash flows for the nine month periods ended September 30, 2003 and 2002,have been prepared by Renaissance Entertainment Corporation (Company) withoutaudit, pursuant to the rules and regulations of the Securities and ExchangeCommission.  Certain information andfootnote disclosures, normally included in the financial statements prepared inaccordance with accounting principles generally accepted in the United Statesof America, have been condensed or omitted as allowed by such rules andregulations, and the Company believes that the disclosures are adequate to makethe information presented not misleading. In the opinion of management, all adjustments (which include only normalrecurring adjustments) necessary to fairly present the financial position,results of operations and changes in financial position at September 30,2003 and for all periods presented, have been made.

 

It is suggested thatthese statements be read in conjunction with the December 31, 2002 auditedfinancial statements and the accompanying notes included in the Company’sAnnual Report on Form 10-KSB, filed with the Securities and Exchange Commission.

 

2.                                       Calculationof Earnings (Loss) Per Share

 

The earnings (loss) pershare is calculated by dividing the net income (loss) to common stockholders bythe weighted average number of common shares outstanding.

 

3.                                       Basisof Presentation – Going Concern

 

The accompanyingfinancial statements have been prepared in conformity with generally acceptedaccounting principles, which contemplates continuation of the Company as agoing concern.  Since 1998, theCompany’s financial statements have contained a going concern clause.  The Company has suffered recurring lossesfrom operations, has a negative stockholders’ equity and a working capitaldeficit that raise substantial doubts about its ability to continue as a goingconcern.  Management is attempting toraise additional capital.

 

In view of these matters,realization of certain assets in the accompanying balance sheet is dependentupon continued operations of the Company which, in turn, is dependent upon theCompany’s ability to meet its financial requirements, raise additional capitalas needed, and the success of its future operations.

 

Management believes thatits ability to raise additional capital provides an opportunity for the Companyto continue as a going concern.  Referto Note 4, “Subsequent Event”.

 

4.                                       SubsequentEvent

 

October 22, 2003,the Company issued a press release disclosing the permanent closure of itsNorthern California Renaissance Faire in Gilroy, California.  The Company cites a decline in attendanceand resulting revenue as the reason for closing this event that has been heldin the San Francisco Bay area for the past 36 years.

 

October 23, 2003,the Company filed a Form 8-K with the SEC. The Company reported a significant revenue shortfall in 2003 as a resultof a decrease in attendance at its Southern and Northern California and NewYork Faires.  Further, the Companydisclosed its concern that cash reserves would not be sufficient to meet itscash requirements for the balance of 2003, including $337,500 in debtobligations due in November, 2003.  TheCompany is 

 

7

----

 

currently reviewing anumber of options to satisfy the operating capital and debt requirements goingforward.

 

5.                                       Commitment

 

Withthe permanent closure of the Northern California Faire, management isattempting to negotiate with the landlord, final cash requirements to terminatethis lease.  The Company’s lease has anexit clause at the end of 2004.  As aresult, the Company may be responsible for approximately $150,000 in rental paymentsfor calendar year 2004.  In addition,the lease requires the Company to complete certain capital projects over itsterm.  The Company estimates it couldalso be responsible for approximately $175,000 in capital improvements as aresult of the termination of this lease. A contingency exists with respect to this matter, the ultimateresolution of which cannot presently be determined.

 

6.                                       NotesPayable

 

During the first fourmonths of fiscal 2003, the Company raised short-term capital in the amount of$220,000 through the issuance of 12% unsubordinated promissory notes. The fundswere provided by the CEO and Chairman of the Board of Directors ($70,000),Officer and Board Director ($100,000), and another Board Director ($50,000).  Of the total outstanding, $120,000 wasretired in June and $100,000 in July of 2003.

 

In July, 2003, the CEOand Chairman of the Board of Directors (Lender) extended the Company a line ofcredit in the amount of $220,000 under the same terms and conditions of theLender’s loan agreement with the bank. Generally, the interest rate is indexed to the highest prime rate on thebanks first business day of the calendar week, with a 1% spread over index andthe line matures annually on the anniversary date of the loan.  As of September 30, 2003, the Companyhad drawn $50,000 on this line of credit.

 

Item 2

**MANAGEMENT’S DISCUSSION AND ANALYSISOF**

**FINANCIAL CONDITION AND RESULTS OFOPERATIONS**

 

**General**

The following discussionshould be read in conjunction with the Company’s Consolidated FinancialStatements, including the footnotes for the fiscal year ended December 31,2002.

 

During the 2003 Faireseason, the Company owned and produced four Renaissance Faires: the BristolRenaissance Faire in Kenosha, Wisconsin, serving the Chicago/Milwaukeemetropolitan region; the Northern California Renaissance Pleasure Faire,serving the San Francisco Bay and San Jose metropolitan areas; the SouthernCalifornia Renaissance Pleasure Faire in Devore, California serving the greaterLos Angeles metropolitan area; and the New York Renaissance Faire serving theNew York City metropolitan area.

 

On May 3, 2002, theCompany signed a long-term lease for the Northern California Faire.  The new site for the Northern Faire islocated at Casa de Fruta, near Gilroy, California.  The lease is for 20 years, 5-years with a 15-year extension.  Lease payments in the first year include$1.00 per patron, with a $150,000 minimum and increasing each yearthereafter.  On October 22, 2003,the Company issued a press release disclosing the permanent closure of itsNorthern California Renaissance Faire in Gilroy, California, due to asignificant decline in attendance and resulting revenue.

 

8

----

 

The Renaissance Faire isa re-creation of a Renaissance village, a fantasy experience transporting thevisitor back into sixteenth century England. This fantasy experience is created through authentic craft shops, foodvendors and continuous live entertainment throughout the day, both on the streetand the stage, including actors, jugglers, jousters, magicians, dancers andmusicians.

 

On April 1, 2002,Faire Partners, Ltd., the Company’s landlord for the Wisconsin site, purchasedproperty in New York from Sterling Forest Corporation.  The property has long been the home of theNew York Renaissance Faire.  InApril 2002, Faire Partners Ltd. leased the property to the Company for atwenty-year term with rent payments of $425,000 in years 1 through 5, $435,000for years 6 through 15 and $450,000 for lease years 16 through 20.  The lease allows Faire Partners to sell partof the leased property.  Should FairePartners sell any property, the lease provides that the Company’s rent paymentsand the buyout provision would be decreased in an amount proportional to theselling price of the property.

 

The leased property inNew York includes a site for a Ski Center that the Company chose to beginoperating in 2002.  The Company beganoperation of the Ski Center in April, 2002, incurring nine months operatingexpense during the 2002 fiscal year. The Ski Center opened its season in December, 2002, generating revenueinto the month of March, 2003.  TheCompany’s nine-month income statement results for 2003 are not comparable to2002 because the Company did not commence operation of the Ski Center untilApril, 2002.  An explanation of thedifferences created by the partial operating season of the Ski Center in 2002is disclosed in the accompanying section titled “*Nine Months Ended September 30,2003 Compared to Nine Months Ended September 30, 2002”.*

 

The Company had aworking capital surplus of $543,112 as of September 30, 2003.  On October 23, 2003, the Company fileda Form 8-K with the SEC.  The Companyreported a significant revenue shortfall in 2003 as a result of a decrease inattendance at its Southern and Northern California and New York Faires.  Further, the Company disclosed its concernthat cash reserves would not be sufficient to meet its cash requirements for thebalance of 2003, including $337,500 in debt obligations due in November,2003.  The Company believes it needs toraise approximately $500,000 to $750,000 in additional capital to satisfy theoperating capital and debt requirements going forward to the opening of theSouthern California Faire in 2004.  See“*Liquidityand Capital Resources*.”

 

**Three Months Ended September 30, 2003, Compared to ThreeMonths Ended September 30, 2002**

 

The Northern CaliforniaRenaissance Faire operated four weekends in September 2003 and threeweekends in September, 2002.  In spiteof the additional weekend of operation of the Northern California Faire in thethird quarter of 2003, revenues increased less than 1% or $44,718 from$6,096,924 in 2002 to $6,141,642 in 2003. A decline in attendance at the Company’s Northern California and NewYork Faires is the major reason for lower than expected revenues for the thirdquarter.  Attendance at the NorthernCalifornia Faire declined 37% and New York decreased 11% as compared to the sameperiod in 2002.

 

Cost of sales decreased$87,526 or 5% from $1,816,718 in 2002 to $1,729,192 in 2003. This decrease islargely attributable to cost savings and lower cost of goods attributable to adecline in attendance levels in 2003.

 

Total operating expenses(year-round operating costs and corporate overhead) increased $138,666 or 4%,from $3,287,381 in 2002 to $3,426,047 in 2003. Of the operating expenses, salaries increased 

 

9

----

 

2%, from $1,255,548 in2002 to 1,285,459 in 2003 reflecting a $29,911 increase for the 2003 period ascompared to the 2002 period. Advertising expense showed an increase of $32,428 or 4%, from $840,622in 2002 to $873,050 in 2003.  Both salariesand advertising expense increased as a result of the additional weekend ofoperation of the Company’s Northern California Faire in September, 2003 ascompared to 2002.  Depreciation andamortization increased 8%, from $85,326 in 2002 to $92,408 in 2003.  Other operating expenses (all other generaland administrative expenses of the Company) increased $69,245 or 6%, from$1,105,885 in 2002 to $1,175,130 in 2003. The change in other operating expenses is due to an increase at the SkiCenter of approximately $80,000 in other operating expense for the thirdquarter 2003 as compared to 2002.

 

As a result of theforegoing, net operating income (before interest charges and other income)decreased $6,422 or 1%, from $992,825 for the 2002 period to $986,403 for the2003 period.

 

Interest expenseincreased $6,965 or 5%, from  $130,296in 2002 to $137,261 in 2003.  Otherincome increased $6,526 from $7,462 in 2002 to $13,988 in 2003.  Interest income decreased $5,676, from$9,712 in 2002 to $4,036 in 2003.

 

Combining net operatingincome with other income/expense resulted in a $12,537 decrease in net incomebefore taxes, from income of $879,703 for the 2002 period to income of $867,166for the 2003 period.

 

Net income to commonstockholders also decreased $12,537, from $879,703 for the 2002 period to$867,166 for the 2003 period.  Finally, netincome per common share decreased from $0.41 for the 2002 period to $0.40 forthe 2003 period, based on 2,144,889 weighted average shares outstanding in bothyears.

 

**Nine Months Ended September 30, 2003 Compared to NineMonths Ended September 30, 2002**

 

Revenues increased  $943,146 or 10% from $9,884,722 in 2002 to$10,827,868 in 2003. The Ski Center revenue for the first nine months of 2003was approximately $1.1 million.  Thisadditional revenue was offset by lower than expected revenue and attendance atthree of the Company’s four Renaissance Faires.  Attendance at the Southern California Faire dropped 12%, NorthernCalifornia Faire declined 37% and New York decreased 11% as compared to thesame period in 2002.

 

Cost of sales decreased$36,589 or 1% from $2,697,997 in 2002 to $2,661,408 in 2003.  The Ski Center cost of sales wasapproximately $100,000 for this time period. This decrease is largely attributable to cost savings and lower cost ofgoods attributable to a decline in attendance levels in 2003.

 

Total operating expenses(year-round operating costs and corporate overhead) increased $797,427 or 12%,from $6,455,824 in 2002 to $7,253,251 in 2003. Of the operating expenses, salary expense increased $342,934 or 13% from$2,597,308 in 2002 to $2,940,242 in 2003. Salary expense for the Ski Center was $405,808 for the first nine-monthsof 2003.  Advertising expense showed anincrease of $10,565 or 1%, from $1,313,214 in 2002 to $1,323,779 in 2003 ofwhich $40,000 is attributable to the Ski Center.  Depreciation increased 15%, from $230,047 in 2002 to $264,835 in2003.  Other operating expenses (allother general and administrative expenses of the Company) increased $409,140 or18%, from $2,315,255 in 2002 to $2,724,395 in 2003.  For the nine months ended September 30, 2003, otheroperating expenses for the Ski Center totaled approximately $320,000.  The remainder of the difference in otheroperating expenses is due to increase in insurance expense (approximately$90,000).

 

10

----

 

As a result of theforegoing, net operating income (before interest charges and other income)increased 25% from $730,901 for the 2002 period to $913,209 for the 2003period.

 

Interest expenseincreased $9,509 or 2%, from  $392,914 in2002 to $402,423 in 2003.  Other incomeincreased $28,223, from $47,760 in 2002 to $75,983 in 2003.  Interest income decreased $8,229, from$28,428 in 2002 to $20,199 in 2003.

 

Combining net operatingincome with other income/expense resulted in a $192,793 increase in net incomebefore taxes, from $414,175 for the 2002 period to $606,968 for the 2003period.

 

Net income to commonstockholders also increased, from $414,175 for the 2002 period to $606,968 forthe 2003 period.  Finally, net incomeper common share increased from $0.19 for the 2002 period to $0.28 for the 2003period, based on 2,144,889 weighted average shares outstanding in both years.

 

**Liquidity and Capital Resources**

 

The Company’s workingcapital surplus widened during the nine-months ended September 30, 2003,from a deficit of ($48,697) at December 31, 2002 to a surplus of $543,112at September 30, 2003.  TheCompany’s working capital requirements are greatest during the period from January 1through May 1, when it is incurring start-up expenses for its first Faireof the season, the Southern California Faire.

 

During the first fourmonths of fiscal 2002, the Company raised capital in the amount of $100,000through the issuance of 12% subordinated promissory notes. The funds wereprovided by Charles S. Leavell, Chairman of the Board of Directors ($50,000),and a party affiliated with the Chairman of the Board.  The notes were issued in units, each unitconsisting of two promissory notes of equal principal, identical in natureexcept that one note is convertible to common stock at a price of $0.30 pershare.  Interest is due and payablequarterly and the notes were initially set to mature on August 31,2003.  The maturity date of the note toMr. Leavell ($50,000) was extended until November 30, 2003 under the sameterms and conditions as the original offer. The remaining $50,000 note was retired in August, 2003.

 

During the first ninemonths of fiscal 2000, the Company raised capital in the amount of $575,000through the issuance of 12% subordinated promissory notes. The funds wereprovided by Charles S. Leavell, Chairman of the Board of Directors ($250,000),J. Stanley Gilbert, President and Director ($225,000), and one otherinvestor.  The notes were issued inunits, each unit consisting of two promissory notes of equal principal,identical in nature except that one note is convertible to common stock at aprice of $0.30 per share. Interest was due and payable quarterly and the notesmatured August 31, 2001.  On thematurity date, the non-convertible portion of the notes were retired.   The maturity date for the convertibleportion of the notes was extended until November of 2003 under the sameterms and conditions as the original offer.

 

During the first fourmonths of fiscal 2003, the Company raised short-term capital in the amount of$220,000 through the issuance of 12% unsubordinated promissory notes. The fundswere provided by Charles S. Leavell ($70,000), Chairman of the Board ofDirectors, J. Stanley Gilbert ($100,000), Officer and Board Director, andanother Board Director ($50,000).  Ofthe total outstanding, $120,000 was retired in June and $100,000 inJuly of 2003.

 

In July, 2003, the CEOand Chairman of the Board of Directors (Lender) extended the Company a line ofcredit in the amount of $220,000 under the same terms and conditions of theLender’s loan agreement with the bank. Generally, the interest rate is indexed to the highest prime rate on the

 

11

----

 

banks first business dayof the calendar week, with a 1% spread over index and the line matures annuallyon the anniversary date of the loan.  Asof September 30, 2003, the Company had drawn $50,000 on this line ofcredit.

 

On October 23, 2003,the Company filed a Form 8-K reporting a significant revenue shortfall in 2003as a result of a decrease in attendance at its Southern and Northern Californiaand New York Faires.  The Company alsodisclosed its concern that cash reserves would not be sufficient to meet itscash requirements for the balance of 2003, including $337,500 in debtobligations due in November, 2003.  TheCompany believes it needs to raise approximately $500,000 to $750,000 inadditional capital to satisfy the operating capital and debt requirements goingforward to the opening of the Southern California Faire in 2004.

 

Reviewing the change infinancial position over the nine months, current assets, largely comprised ofcash and prepaid expenses, increased from $1,192,473 at December 31, 2002to $2,723,479 at September 30, 2003, an increase of $1,531,006 or128%.  Of these amounts, cash and cashequivalents increased from $642,061 at December 31, 2002 to $1,595,676 atSeptember 30, 2003.  Accountsreceivable increased from $23,530 at December 31, 2002 to $179,915 atSeptember 30, 2003.  Inventoryincreased from $160,500 at December 31, 2002 to $173,575 atSeptember 30, 2003.  Prepaidexpenses (expenses incurred on behalf of the Faires) increased from $275,520 atDecember 31, 2002 to $774,313 at September 30, 2003.  These costs are expensed once the Faires areoperating.

 

Current liabilitiesincreased from $1,241,170 at December 31, 2002, to $2,180,367 atSeptember 30, 2003, an increase of $939,197 or 76%. During the quarter,accounts payable and accrued expenses increased $641,306 or 174% from $369,466at December 31, 2002 to $1,010,772 at September 30, 2003.  Unearned income, which consists of the saleof admission tickets to upcoming Faires, passes for the Sterling Forest SkiCenter and deposits received from craft vendors for future Faires, increasedfrom $447,746 at December 31, 2002 to $719,586 at September 30,2003.  This revenue is recognized oncethe Faires and the Ski Center are operating. The Company’s notes payable accounts for $404,942 of the total currentliabilities at September 30, 2003. This amount is largely attributable to the aforementioned subordinatedpromissory notes that mature in November, 2003.

 

Stockholders’ Deficitdecreased from ($940,607) at December 31, 2002 to ($333,639) atSeptember 30, 2003, a decrease of $606,968.  This decrease is due to the net income generated during the firstnine-months of 2003.

 

With the permanentclosure of the Northern California Faire, management has negotiated a verbalwith the landlord regarding final cash requirements to terminate thislease.  The Company’s lease has an exitclause at the end of 2004.  As a result,the Company may be responsible for approximately $150,000 in rental paymentsfor calendar year 2004.  In addition,the lease requires the Company to complete certain capital projects over itsterm.  The Company estimates it couldalso be responsible for approximately $175,000 in capital improvements as aresult of the termination of this lease. A contingency exists with respect to this matter, the ultimateresolution of which cannot presently be determined.

 

See“Factors That May Affect Future Operating Results-Need for AdditionalCapital” regarding the Company’s financing requirements.

 

### **FACTORSTHAT MAY AFFECT FUTURE OPERATING RESULTS**

### ** **

In addition to the otherinformation contained in this report, prospective investors should carefullyconsider the following factors in evaluating the Company and its business.

 

12

----

 

*RecentLosses. *The Companyhas incurred operating losses in all fiscal periods since 1995 except fiscal2000. For the nine months ended September 30, 2003, the Company reportednet income of $606,968.  There is noassurance that the Company will be profitable in any subsequent period.

 

*Need for Additional Capital. *The Company had a workingcapital surplus of $543,112 as of September 30, 2003.  See “*Management’s Discussion and Analysis of FinancialCondition and Results of Operations.” * On October 23, 2003, the Company filed aForm 8-K reporting that cash reserves would not be sufficient to meet its cashrequirements for the balance of 2003, including $337,500 in debt obligationsdue in November, 2003.  The Companybelieves it needs to raise approximately $500,000 to $750,000 in additionalcapital to satisfy its operating capital and debt requirements going forward tothe opening of the Southern California Faire in 2004.  Additional capital may be sought through borrowings or fromadditional equity financing.  Any suchadditional equity financing may result in additional dilution toinvestors.  In any case, there can be noassurance that additional capital can be satisfactorily obtained, if and whenrequired.

 

*Competition. *The Company facessignificant competition from numerous organizations throughout the countrywhich offer Renaissance Faires and other entertainment events, includingamusement parks, theme parks, local and county fairs and festivals, some ofwhich possess significantly greater resources than the Company, and in manycases, greater expertise and industry contacts.  The Company estimates that there are currently 20 majorRenaissance Faires produced each year in the United States.  In addition, the Company estimates thatthere are 100 minor Renaissance Faire events held throughout the United Stateseach year, ranging in duration from one day to two weekends.

 

*Lack of Trademark Protection. *Because of the largenumber of existing Renaissance Faires, the Company is not able to rely upontrademark or service mark protection for the name “Renaissance Faire.”  As a result, there is no protection againstothers using the name “Renaissance Faire” for the production of entertainmentevents similar to those produced by the Company.  The Company’s own Faires could be negatively impacted byassociation with substandard productions.

 

*Public Liability and Insurance. *As a producer of a publicentertainment event, the Company has exposure for claims of personal injury andproperty damage suffered by visitors to the Faires.  The Company maintains comprehensive liability insurance which itconsiders to be adequate against this risk; however, there can be no assurancethat a catastrophic event or claim which could result in damage or liability inexcess of this coverage will not occur.

 

*Dependence Upon Vendors. *A substantial portion ofthe Company’s revenues generated at each Faire is derived from arrangementsthat the Company has with vendors who construct elaborate booths at the Fairesand sell a variety of food, crafts and souvenirs.  This arrangement consists of either a fixed rental or a percentof revenues paid by the vendors to the Company.  In either case, the success of a Faire is dependent upon theCompany’s ability to attract responsible vendors who sell high quality goods.

 

*Seasonality. *The Company’s RenaissanceFaires are located in traditionally seasonal areas that attract the greatestnumber of visitors during the warm weather months in the spring, summer, andearly fall.  With the operation of theSterling Forest Ski Center in New York, the counter-seasonal revenue may helpsmooth the seasonality of the Company’s revenue stream from the RenaissanceFaires.  Unless the Company acquires ordevelops additional Faire sites or other events in areas that are counter-seasonalto the present sites located in temperate climates, the Company’s revenues andincome will be highly concentrated from April through October 31st ofeach year.

 

13

----

 

*Dependence Upon Weather. *Each Renaissance Faireoperated by the Company is scheduled for a finite period, typically consecutiveweekends during a seven to nine-week period, which are determined substantiallyin advance in order to facilitate advertising and other promotionalefforts.  The success of each Faire isdirectly dependent upon public attendance, which is directly affected byweather conditions.  While each of theCompany’s Faires are normally open, rain or shine, poor weather, or even theforecast of poor weather can result in substantial declines in attendance and,as a result, loss of revenues.  Further,as the Renaissance Faires are outdoor events, they are vulnerable to severeweather conditions that can cause damage to the Faire’s infrastructure andbuildings, as well as injuries to patrons and employees.  Risks associated with the weather are beyondanyone’s control, but have a direct and material impact upon the relativesuccess or failure of a given Faire.

 

*Licensing and Other GovernmentalRegulation. *For eachFaire operated by the Company, it is necessary to apply for and obtain permitsand other licenses from local governmental authorities regulating service ofalcoholic beverages, service of food, health, sanitation, and other matters atthe Faire sites.  Each governmentaljurisdiction has it’s own regulatory requirements that can impose unforeseeabledelays or impediments in preparing for a Faire production.  While the Company has been able to obtainall necessary permits and licenses in the past, there can be no assurance thatfuture changes in governmental regulation or the adoption of more stringentrequirements may not have a material adverse impact upon the Company’s futureoperations.

 

*Faire Sites. *The Company has long-termleases for all four of its Renaissance Faires. The terms and conditions of each lease vary by location, and to a largeextent, are beyond the control of the Company. The Company’s dependence upon leasing Faire sites creates a certain riskof fluctuation in the Company’s operations from year to year.

 

Item 3. Controls and Procedures.

 

Our management, includingour Chief Executive Officer/Chief Financial Officer, has conducted anevaluation of the effectiveness of our disclosure controls and procedures (asthis term is defined in Rules 13a-15(e) and 15d-15(e) under the SecuritiesExchange Act of 1934, as amended) as of the end of the period covered by thisreport.  Based on this evaluation, theChief Executive Officer/Chief Financial Officer has concluded that, as of theend of the period, our disclosure controls and procedures are effective.

 

PART II. OTHERINFORMATION

 
| Item 1. |   | Legal Proceedings                                      |
|---------|--------|--------------------------------------------------------|
|    |   |                                                   |
|    |   | No material change in  litigation previously reported. |
|    |   |                                                   |
| Item 2. |   | Changes in Securities                                  |
|    |   |                                                   |
|    |   | None                                                   |
|    |   |                                                   |
| Item 3. |   | Defaults upon Senior  Securities                       |
|    |   |                                                   |
|    |   | None.                                                  |

 

14

----

 
| Item 4. |   | Submission of Matters  to a Vote of Security Holders |
|---------|--------|------------------------------------------------------|
|    |   |                                                 |
|    |   | None.                                                |
|    |   |                                                 |
| Item 5. |   | Other Information                                    |
|    |   |                                                 |
|    |   | None.                                                |
|    |   |                                                 |
| Item 6. |   | Exhibits and Reports on  Form 8-K                    |

 

(A)   **EXHIBITS**

 
| **Exhibit No** |        | **Title** |                                                                                                                                                                                                                                                                                                                |
|----------------|-------------|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |        |      |                                                                                                                                                                                                                                                                                                                |
|           | 3.0(i)      |      | Amended and Restated  Articles of Incorporation, incorporated by reference from the Amendment No. 1  to Registrant’s Registration Statement on Form 8-A filed with the Commission  on April 12, 1994.                                                                                                     |   |
|           | 3.0(ii)     |      | By-Laws, incorporated  by reference from the Amendment No. 1 to Registrant’s Registration Statement  on Form 8-A filed with the Commission on April 12, 1994.                                                                                                                                             |   |
| *              | 3.1         |      | Articles of Amendment  to the Articles of Incorporation.                                                                                                                                                                                                                                                            |
|           | 4.1         |      | Specimen Certificate of  Common Stock, incorporated by reference from the Amendment No. 1 to  Registrant’s Registration Statement on Form 8-A filed with the Commission on  April 12, 1994.                                                                                                               |   |
| *              | 4.2         |      | Renaissance  Entertainment Corporation 1993 Stock Incentive Plan.  (1)                                                                                                                                                                                                                                         |   |
| *              | 10.1        |      | Specimen Vendor and  Exhibitor Agreement for the Bristol Renaissance Faire.                                                                                                                                                                                                                                         |   |
| *              | 10.2        |      | Specimen Vendor and  Exhibitor Agreement for the Northern and Southern Renaissance Pleasure  Faires.                                                                                                                                                                                                                |   |
| *              | 10.3        |      | Specimen Bristol  Renaissance Faire Concession Agreement.                                                                                                                                                                                                                                                           |   |
| *              | 10.4        |      | Specimen Bristol  Renaissance Faire Games Concession Agreement.                                                                                                                                                                                                                                                     |   |
|           | 10.9        |      | Purchase Agreement  dated November 12, 1997 between Faire Partners, LLC and Renaissance  Entertainment Corporation, including Lease Agreement and Warrant to Purchase  Common Stock as exhibits thereto, incorporated by reference from Registrant’s  Registration Statement on Form S-1 (No. 333-43503). |   |
|           | 10.10       |      | Lease dated  January 21, 1998 by and between Attache Publishing Services, Inc. and  the Company, incorporated by reference from the Registrants Quarterly Report  on Form 10-Q for the quarter ended March 31, 1998.                                                                                      |   |
|           | 10.11       |      | Employment Agreement  dated December 11, 1998 with Charles S. Leavell, incorporated by  reference from Registrant’s Annual Report on Form 10-KSB for the year ended  December 31, 1998.                                                                                                              |   |
|           | 10.12       |      | Employment Agreement  dated December 11, 1998 with J. Stanley Gilbert, incorporated by  reference from Registrant’s Annual Report on Form 10-KSB for the year ended  December 31, 1998.                                                                                                              |   |
|           | 10.15       |      | Warrant Agreement dated  December 17, 1999, incorporated by reference from Registrant’s Annual  Report on Form 10-KSB for the year ended December 31, 1999.                                                                                                                                          |   |
|           | 10.17  |      | Asset Purchase  Agreement between Jim and Marta Selway and the Company dated April 6,  2000, incorporated by reference from Registrant’s Annual Report on Form  10-KSB for the year ended December 31, 1999.                                                                                         |   |
|           |        |      | Form of Subordinated  Subscription and Purchase Agreement for 2000, including A Note and  Convertible B Note incorporated by reference from Registrant’s Quarterly  Report on Form 10-QSB for the period ended March 31, 2000.                                                                            |   |

 

15

----

 
|   | 10.20  |   | Lease dated  June 27, 2000 by and between San Bernardino County Community and  Cultural Resources Department and the Company incorporated by reference from  Registrant’s Annual Report on Form 10-KSB for the year ended  December 31, 2000.             |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 10.25  |   | Amendment dated  October 30, 2000 to Lease with Faire Partners, LLC incorporated by  reference from Registrant’s Annual Report on Form 10-KSB for the year ended  December 31, 2000.                                                                      |
|   | 10.28  |   | Form of Subordinated  Subscription and Purchase Agreement for 2002, including A Note and  Convertible B Note filed herewith incorporated by reference from Registrant’s  Annual Report on Form 10-KSB for the year ended December 31, 2001.                    |
|   |   |   | Amendment dated  August 31, 2001 to Subordinated Subscription and Purchase Agreement for  2000 incorporated by reference from Registrant’s Annual Report on Form 10-KSB  for the year ended December 31, 2001.                                            |
|   | 10.30  |   | Lease agreement dated  March 19,2002 by and between Faire Partners, Ltd. and the Company  incorporated by reference from Registrant’s Quarterly Report on Form 10-QSB  for the period ended March 31, 2002.                                               |
|   | 10.31  |   | Lease agreement dated  May 3, 2002 by and between Casa De Fruta and the Company incorporated by  reference from Registrant’s Quarterly Report on Form 10-QSB for the period  ended March 31, 2002.                                                        |
|   | 10.32  |   | Amendment dated  February 28, 2002 to Faire Partners, Ltd. lease dated November, 1997  incorporated by reference from Registrant’s Quarterly Report on Form 10-QSB  for the period ended March 31, 2002.                                                  |
|   | 10.33  |   | Amendment dated  March 18, 2002 to Faire Partners, Ltd. lease dated November, 1997  incorporated by reference from Registrant’s Quarterly Report on Form 10-QSB  for the period ended March 31, 2002.                                                     |
|   | 10.34  |   | Amendment dated  January 27, 2003 to lease dated January 21, 1998 by and between  Attache Publishing Service incorporated by reference from Registrant’s Annual  Report on Form 10-KSB for the period ended December 31, 2002.                       |
|   | 10.35  |   | School Days Contractual  Agreement dated December 9, 2002 by and between Sheridan Sechter &  Associates and the Company incorporated by reference from Registrant’s Annual  Report on Form 10-KSB for the period ended December 31, 2002.             |
|   | 10.36  |   | Contractual Agreement  dated December 9, 2002 by and between Sheridan Sechter & Associates  and the Company incorporated by reference from Registrant’s Annual Report on  Form 10-KSB for the period ended December 31, 2002.                         |
|   | 10.37  |   | Agreement to Terminate  Contractal Relationships dated December 12, 2002 between Events Group  Corporation and the Company incorporated by reference from Registrant’s  Annual Report on Form 10-KSB for the period ended December 31, 2002.              |
|   | 10.38  |   | Amendment dated  January 16, 2002 to. San Bernardino County Community and Cultural  Resources Department lease dated June 27, 2000 incorporated by reference  from Registrant’s Quarterly Report on Form 10-QSB for the period ended  June 30, 2003. |
| **     | 31.1   |   | Rule  13a-14(a)/15d-14(a) Certifications.                                                                                                                                                                                                                                |
|   | 32.1   |   | Section 1350  Certifications.                                                                                                                                                                                                                                       |   |   |
|        |        |        |                                                                                                                                                                                                                                                                          |  |  |  |

 

----

*                                         Incorporatedby reference from the Company’s Registration Statement on Form SB-2, declaredeffective by the Commission on January 27, 1995, and the Post-Effectiveamendments thereto.

**                                  Filedherewith.

 

(b)  REPORTS ON FORM 8-K

The Registrant filed areport on Form 8-K on October 23, 2003, reporting under Item 5 of the form,a significant revenue shortfall in 2003 as a result of a decrease in attendanceat its Southern and 

 

16

----

 

Northern California andNew York Faires.  The Company alsoreported its concern that cash reserves would not be sufficient to meet itscash requirements for the balance of 2003, including $337,500 in debtobligations due in November, 2003

 

SIGNATURES

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this quarterly report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 

RENAISSANCE ENTERTAINMENTCORPORATION

 

 
| Date:  | November 14, 2003                       | /s/ Charles S. Leavell |   |
|--------|----------------------------------------------|------------------------|--------|
|   | Charles  S. Leavell, Chief Executive Officer |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the Registrant and in thecapacities and on the dates indicated.

 
| **Signature**          |   | **Title**                  |                                     | **Date** |
|------------------------|--------|----------------------------|------------------------------------------|----------|
|                   |   |                       |                                     |     |
| /s/ Charles S. Leavell |   |                       | Chairman of the Board,                   |     | November 14, 2003 |
| Charles S. Leavell     |   | Chief Executive and  Chief |                                     |     |
|                   |   | Financial Officers         |                                     |     |
|                   |   |                       |                                     |     |
| /s/ Sue Brophy         |   |                       | Chief Accounting  Officer and Controller |     | November 14, 2003 |
| Sue Brophy             |   |                       |                                     |     |
|                        |        |                            |                                          |          |  |  |

 

17

----