UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [_] Form 10-K [_] Form 20-F [_] Form 20-F [X] Form 10-Q
[_] Form N-SAR [_] Form N-CSR
For Period Ended: September 30, 2004
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
[_] Transition Report on Form CSR
For the Transition Period Ended:______________________________________
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Read instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Renaissance Capital Growth & Income Fund III, Inc. (the "Registrant" or the
"Fund")
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Full Name of Registrant
not applicable
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Former Name if Applicable
8080 N. Central Expressway, Suite 210, LB-59
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Address of Principal Executive Office (Street and Number)
Dallas, TX 75026
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City, State and Zip Code
PART II - RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or
[X] | portion thereof, will be filed on or before the fifteenth
| calendar day following the prescribed due date; or the subject
| quarterly report or transition report on Form 10-Q, or portion
| thereof will be filed on or before the fifth calendar day
| following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 10-Q, N-SAR, N-CSR or
the transition report or portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
There have been issues raised by the staff of the Securities and Exchange
Commission (the "SEC") with respect to the interpretation of the rules
regarding the calculation of certain fees paid by the Registrant to RENN Capital
Group, Inc., its investment adviser (the "Investment Adviser"). The Registrant
and the Investment Adviser are working together with the SEC staff to resolve
these issues. While we are awaiting final resolution of these issues in order to
determine calculations that could impact the Registrant's financial statements,
there has been a delay in the completion of the Registrant's annual audit, the
Registrant's preparation of its Annual Report on Form 10-K, and subsequent
Quarterly Reports on Form 10-Q as the Registrant's accounting firm,
Ernst & Young LLP, states that it is unable to certify the Registrant's
financial statements until the issues with the SEC have been resolved.
The Registrant has not been able to compile the requisite financial data and
other narrative information necessary to complete the Registrant's Quarterly
Report on Form 10-Q without unreasonable effort and expense.
While resolving the aforementioned issue, the Registrant has determined that it
needs an additional period of time, not expected to exceed the fifth calendar
day following the prescribed due date of November 14, 2004, to prepare and file
its Form 10-Q.
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SEC FILE NUMBER
001-11701
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CUSIP NUMBER
75966V105
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Barbara Butschek 214-891-8200
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[_] Yes [X] No
The Annual Report on Form 10-K for the fiscal year ended December 31, 2004
has not been filed as of the date of this notification.
The Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 has
not been filed as of the date of this notification.
The Quarterly Report on Form 10-Q for the quarter ended September 301, 2004
has not been filed as of the date of this notification.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X*] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
* As discussed above, there have been issues raised with respect to the
interpretation of the rules regarding the calculation of certain fees paid by
the Registrant to it Investment Adviser by the SEC. The Registrant and the
Investment Adviser are currently working with the SEC staff to resolve these
issues. There is a likelihood that there will be an increase to the net asset
value of the fund in connection with the resolution of the issues. The extent of
any change is currently unknown.
Renaissance Growth & Income Fund III, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Renaissance Capital Growth &
Income Fund III, Inc.
Date: November 12, 2004 By: /s/ Russell Cleveland
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Russell Cleveland, President