-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TTgDEG8Jmx5dlPcfPmCCQy68aXB7cJNAAID9c7bNxh8Qjw2Hyecc/LrfFFiwhHEH 7Zm4ZbuyRx+ayq51s9yIeQ== 0001002014-10-000023.txt : 20100114 0001002014-10-000023.hdr.sgml : 20100114 20100114115923 ACCESSION NUMBER: 0001002014-10-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20091130 FILED AS OF DATE: 20100114 DATE AS OF CHANGE: 20100114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Renaissance Bioenergy Inc. CENTRAL INDEX KEY: 0001330023 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53435 FILM NUMBER: 10526849 BUSINESS ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: SUITE 700 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 888-717-2221 MAIL ADDRESS: STREET 1: 1875 CENTURY PARK EAST STREET 2: SUITE 700 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: ESE CORP DATE OF NAME CHANGE: 20050613 10-Q 1 ese10q113009.htm RENAISSANCE BIOENERGY INC. FORM 10-Q FOR THE PERIOD ENDING NOVEMBER 30, 2009 ese10q113009.htm
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2009
   
OR
 
   
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53435

RENAISSANCE BIOENERGY INC.
(Formerly, ESE Corp.)
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

1875 Century Park East, Suite 700
Los Angeles, California 90067
(Address of principal executive offices, including zip code.)

888-717-2221
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer
[  ]
 
Accelerated filer
[  ]
 
Non-accelerated filer
[  ]
 
Smaller reporting company
[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X ] NO [  ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 32,495,749 shares of common stock as of January 7, 2010.
 


 
 
 

 
 
PART I – FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

ESE CORPORATION
           
(A Development Stage Enterprise)
           
BALANCE SHEETS
           
   
November 30,
   
May 31,
 
   
2009
   
2009
 
   
(unaudited)
       
ASSETS
           
             
CURRENT ASSETS
           
       Cash
  $ 135     $ 13  
      Total Current Assets
    135       13  
                 
PROPERTY AND EQUIPMENT, net of depreciation
    -       -  
                 
TOTAL ASSETS
  $ 135     $ 13  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Accounts Payable
  $ 9,130     $ 5,004  
           Total Current Liabilities
    9,130       5,004  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS' EQUITY
               
     Preferred stock, $0.00001 par value; 100,000 ,000 shares authorized,
               
           no  shares issued and outstanding
    -       -  
    Common stock, $0.00001 par value; 100,000,000 shares authorized,
               
           32,495,749  shares issued and outstanding
    325       325  
    Additional Paid in Capital
    148,925       128,921  
    Deficit accumulated during the development stage
    (158,245 )     (134,237 )
          Total Stockholders' Equity
    (8,995 )     (4,991 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 135     $ 13  

See accompanying condensed notes to the interim financial statements
F-1
 
 
-2-

 

ESE CORPPORATION
 
(A Development Stage Enterprise)
 
STATEMENTS OF OPERATIONS
                             
                               
                           
Period from
 
   
Three Months
   
Three Months
   
Six Months
   
Six Months
   
April 27, 2005
 
   
Ended
   
Ended
   
Ended
   
Ended
   
(Inception) to
 
   
November 30,
   
November 30,
   
November 30,
   
November 30,
   
November 30
 
   
2009
   
2008
   
2009
   
2008
   
2009
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
                               
REVENUES
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
   Depreciation
    -       -       -       -       9,546  
Legal & accounting
    3,830       15,416       22,478       22,320       110,929  
Financing fees
    -       -       -       -       35,000  
General & administrative
    961       186       1,530       645       8,841  
License fees
    -       -       -       -       475  
          Total Operating Expenses
    4,791       15,602       24,008       22,965       164,791  
                                         
OTHER INCOME (EXPENSE)
                                       
  Forgiveness of debt
    -       -       -       -       7,000  
  Interest expense
    -       (88 )     -       (88 )     (454 )
          Total Other Income (Expense)
    -       (88 )     -       (88 )     6,546  
                                         
NET LOSS FROM OPERATIONS
    (4,791 )     (15,690 )     (24,008 )     (23,053 )     (158,245 )
                                         
LOSS BEFORE TAXES
    (4,791 )     (15,690 )     (24,008 )     (23,053 )     (158,245 )
                                         
INCOME TAXES
    -       -       -       -       -  
                                         
NET LOSS
  $ (4,791 )   $ (15,690 )   $ (24,008 )   $ (23,053 )   $ (158,245 )
                                         
NET LOSS PER COMMON SHARE,
                                       
      BASIC AND DILUTED    $ nil       $ nil       $ nil       $ nil           
                                         
WEIGHTED AVERAGE NUMBER OF
                                       
COMMON STOCK SHARES
                                       
OUTSTANDING, BASIC AND DILUTED
    32,495,749       32,495,749       32,495,749       32,495,749          

See accompanying condensed notes to the interim financial statements
F-2
 
 
-3-

 

ESE CORPORATION
 
(A Development Stage Enterprise)
 
STATEMENT OF STOCKHOLDERS' EQUITY
 
                       
Accumulated Deficit
       
                 
Additional
   
During
       
     
Common Stock
   
Paid-in
   
Development
       
 
Date
 
Shares
   
Amount
   
Capital
   
Stage
   
Totals
 
Common stock issued for cash
                               
  at $0.00001 per share
6/6/2005
    10,000,000     $ 100     $ -     $ -     $ 100  
                                           
Common stock issued for cash
                                         
  at $0.00001 per share
6/7/2005
    20,000,000       200       -       -       200  
                                           
Contribution of capital
      -       -       15,500       -       15,500  
                                           
Loss for period ending May 31, 2005
      -       -       -       (216 )     (216 )
                                           
Balance, May 31, 2005
      30,000,000       300       15,500       (216 )     15,584  
                                           
Common stock issued for cash at
                                         
  $0.01 per share
7/25/2005
    2,471,049       25       24,686       -       24,711  
                                           
Common stock issued for cash at
                                      -  
  $0.01 per share
9/13/2005
    24,500       -       245       -       245  
                                           
Common stock issued for cash at
                                      -  
  $0.01 per share
9/30/2005
    200       -       2               2  
                                           
Contribution of capital
      -       -       8,800       -       8,800  
                                           
Loss for period ending May 31, 2006
      -       -       -       (43,014 )     (43,014 )
                                           
Balance, May 31, 2006
      32,495,749       325       49,233       (43,230 )     6,328  
                                           
Contribution of capital
      -       -       18,000       -       18,000  
                                           
Loss for period ending May 31, 2007
      -       -       -       (22,569 )     (22,569 )
                                           
Balance, May 31, 2007
      32,495,749     $ 325     $ 67,233     $ (65,799 )   $ 1,759  
                                           
Contribution of capital
      -       -       9,100       -       9,100  
                                           
Loss for period ending May 31, 2008
      -       -       -       (35,017 )     (35,017 )
                                           
Balance, May 31, 2008
      32,495,749     $ 325     $ 76,333     $ (100,816 )   $ (24,158 )
                                           
Contribution of capital
      -       -       52,588       -       52,588  
                                           
Loss for period ending May 31, 2009
      -       -       -       (33,421 )     (33,421 )
                                           
Balance, May 31, 2009
      32,495,749     $ 325     $ 128,921     $ (134,237 )   $ (4,991 )
                                           
Contribution of capital
      -       -       20,004       -       20,004  
                                           
Loss for period ending November 30, 2009
      -       -       -       (24,008 )     (24,008 )
                                           
Balance, November 30, 2009
      32,495,749     $ 325     $ 148,925     $ (158,245 )   $ (8,995 )

See accompanying condensed notes to the interim financial statements
F-3
 
 
-4-

 

ESE CORPORATION
                 
(A Development Stage Enterprise)
                 
STATEMENTS OF CASH FLOWS
                 
                   
               
Period from
 
               
April 27, 2005
 
   
Period Ended
   
Period Ended
   
(Inception) to
 
   
November 30,
   
November 30,
   
November 30,
 
   
2009
   
2008
   
2009
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
  Net Loss
  $ (24,008 )   $ (23,053 )   $ (158,245 )
  Adjustments to reconcile net income (loss) to net cash
                    -  
         provided (used) by operating activities:
                    -  
         Depreciation
    -       -       9,546  
         Increase (decrease) in accounts payable
    4,126       3,808       9,129  
Net cash provided (used) by operating activities
    (19,882 )     (19,245 )     (139,570 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
   Purchase of fixed assets
    -       -       (9,546 )
Net cash provided (used) by investing activities
    -       -       (9,546 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Proceeds from sale of common stock
    -       -       25,258  
Contribution of capital
    20,004       19,200       123,993  
Expensing of deferred offering costs
    -       -       -  
Net cash provided by financing activities
    20,004       19,200       149,251  
                         
Change in cash
    122       (45 )     135  
                         
Cash, beginning of period
    13       130       -  
                         
Cash, end of period
  $ 135     $ 85     $ 135  
                         
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  

See accompanying condensed notes to the interim financial statements
F-4
 
-5-

 
ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2009 AND 2008

 
NOTE 1 – DESCRIPTION OF BUSINESS

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation K as promulgated by the Securities and Exchange Commission (“SEC”).  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included  in the Company’s annual report on Form 10K for the year ended May 31, 2009, which was filed with the SEC on August 31, 2009. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the six month period ended November 30, 2009 are not necessarily indicative of the results that may be expected for the year ending May 31, 2010.

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of ESE Corporation is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Recent Accounting Pronouncements
In June 2009, FASB issued ASU 2009-01 Topic 105 — Generally Accepted Accounting Principles. ASU 2009-01 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. ASU 2009-01 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.
 
 
F-5
 
-6-

 
ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2009 AND 2008

 
In October 2009, FASB issued ASU 2009-13 Revenue Recognition (Topic 605). ASU 2009-05 provides accounting and financial reporting disclosure amendments for multiple-deliverable revenue arrangements. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of this ASU is not anticipated to have a material impact on the Company’s financial position or results of operations.

In September 2009, the FASB issued ASU 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2009-12 provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The adoption of this ASU in not anticipated to have a material impact on the Company’s financial position or results of operation.

In August 2009, FASB issued ASU 2009-05 Fair Value Measurements and Disclosure (Topic 820). ASU 2009-05 provides amendments for the fair value measurement of liabilities and clarification on fair value measuring techniques. ASU 2009-05 is effective for the first reporting period, including interim periods, beginning after the issuance. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under FASB ASC 810, Consolidation and requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity.
SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this Update will have no material effect on the Company’s financial condition or results of operations.
 
In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). This Statement removes the concept of a qualifying special-purpose entity from Statement 140 and removes the exception from applying FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to qualifying special-purpose entities.
 
SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.
 
In May, 2009, FASB issued ASC 855 Subsequent Events which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be issued.
 

F-6
 
-7-

 
ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2009 AND 2008

Going Concern
 
As shown in the accompanying financial statements, the Company incurred a net loss for the period ending November 30, 2009, has no revenues, and has an accumulated deficit of $158,245 since the inception of the Company. These factors indicate that the Company may be unable to continue in existence.  The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue existence.  The Company anticipates it will require an estimated $50,000 to continue operations and increase development through the next fiscal year. Management is establishing plans designed to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.  The officer and director may also contribute capital. However, there are inherent uncertainties and management cannot provide assurances that it will be successful in its endeavors, as the timing and amount of capital requirements will depend on a number of factors.

NOTE 3– CAPITAL STOCK

Preferred Stock
The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001. As of February 28, 2009, the Company has not issued any preferred stock.

Common Stock
The Company is authorized to issue 100,000,000 shares of $0.00001 par value common stock.  All shares have equal voting rights, are non-assessable and have one vote per share.  Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

In its initial capitalization in May 31, 2005, the Company issued to officers 30,000,000 shares of common stock for $300 cash. During the year ended May 31, 2006, the Company sold 2,495,749 shares of common stock for $24,958 cash.

There have been no shares issued in the years ending May 31, 2007, 2008 and 2009.

There have been no shares issued in the period ending November 30, 2009.

Contributed Capital
During the period ended November 30, 2009, a significant shareholder contributed an additional $20,004 of capital.
 

F-7
 
-8-

 
ESE CORPORATION
(A Development Stage Enterprise)
CONDENSED NOTES TO INTERIM FINANCIAL STATEMETNS
NOVEMBER 30, 2009 AND 2008

 
NOTE 6 – SUBSEQUENT EVENTS

Subsequent to November 30, 2009, a significant shareholder contributed an additional $302 of capital.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-8
 
-9-

 

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up corporation and have not yet generated or realized any revenues from our business operations. We have acquired a lease for our first store. Other than the acquisition of the lease, we have not commenced operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin operations. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is advances by our officers and directors.

We represented to persons that purchased shares in our private placement that we would file a registration statement to register their shares for resale. Those persons are the selling shareholders listed in our prospectus dated January 22, 2008. That was done in order to induce them to purchase our common stock. We also believe, that it will be easier to raise capital in the future if our shares are publicly traded somewhere. We have found that individuals are unwilling to invest money unless there is liquidity for their investment.

Until we open our shop, we have no plans to raise money to hire personnel to assist with the preparation of SEC reports. Our officers and directors plan to educate themselves in order to prepare and file reports with the SEC. Any costs related to filing the reports will be advanced by the officers and directors on an as needed basis.

We believe it will cost $15,800 to open our shop. The $15,800 is comprised of: $1,225 for inventory and sundries; $2,600 for rent; $2,800 for equipment; the $2,800 is the monthly cost of equipment rental for 12 months ($150 p/m=$1,800) plus the set up of the equipment ($1,000), i.e. special piping and counter-top modifications ($600), as well as security payments for leased equipment ($400), $3,500 for completion of repairs and equipment consisting of stainless-steel counter-tops, handicap bathroom fixtures, and painting two handicap parking spaces; $200 for licensing and county taxes for the next twelve months; $625 for advertising; and, $4,850 for working capital of which $2,668 is for four part time employees. This money will be advanced by our officers and directors over the next couple of months when they have time to devote to our operations. The advances will be evidenced by long-term and short-term notes. The terms of the notes have yet to be determined. In order to be able to advance the money, they must maintain their current employment. It will require an additional $40,920 to continue operations once we open and increase development throughout the next fiscal year.

 
-10-

 
We completed our private placement on July 31, 2005. The forgoing funds have been exhausted. As of November 30, 2009, we have $135 in cash. We rely on periodic cash contributions from our officers and directors in order to pay bills related to accounting and auditing and to continue with modifications to our leased property in order to open to the public. Currently, we are spending all contributed capital from our officers and directors on accounting and auditing fees. All persons that we have spoken with have said they would consider investing in us when a trading market develops that would allow them to liquidate their investment if they chose to do so. There is no assurance that anyone will invest in our common stock or that it will actively trade on the Bulletin Board; or that anyone will invest in us.

Our officers and directors will loan us the funds necessary to pay auditing and attorney fees. We estimate our yearly expenses to be:

 
1.
Auditing - $25,000
 
2.
Attorney fees - $15,000
 
3.
Cost of maintaining reporting status with SEC - $300

If we are unable to generate sufficient revenues, we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not have any plans to do anything else.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services.

We need additional capital to operate during the next twelve months. Our officers and directors will loan us the funds necessary to pay auditing and attorney fees.

To become profitable and competitive, we have to attract customers and generate revenues.

Equity financing could result in additional dilution to existing shareholders.

As of the date of this report, we have yet to begin operations and therefore have not generated any revenues.

Liquidity and Capital Resources

We raised $24,957 in our private placement. Of the $24,957 raised, we have spent nearly all on our registration statement and on our shop. We have spent $9,547 on leasehold improvements; $580 for fees to our Nevada registered agent; $300 to the Secretary of State of Nevada for list of directors and officers; $3,165 for auditors; $10,000 for our attorney; $1,205 for our stock transfer agent for total expenditures of $24,797.

 
-11-

 
If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

As of the date of this report, we have not initiated operations, and have not generated any revenues.

Since inception we have issued 30,000,000 shares of common stock pursuant to the exemption from registration set forth in section 4(2) private placement in April 2005. The purchase price of the shares was $300. This was accounted for as an acquisition of shares. Robin Long, our secretary and a member of the board of directors, contributed $500 to cover our initial expenses for legal and accounting fees. The amount contributed by Ms. Long is recorded as contributed capital.

In July 2005, we completed a private placement of our common stock and raised $24,957 by selling 2,495,749 shares of common stock at a price of $0.01 per share. The shares were sold pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933.

As of November 30, 2009, our total assets were $135 and our total liabilities were $9,130. Our total assets were comprised of cash. As of November 30, 2009, we had $135 in cash.

We do not expect significant changes in the number of employees. We do expect to hire four part-time employees approximately two weeks before we open. We do not know when we will open to the public.

Results of Operations

Since inception on April 27, 2005, we have not generated any revenues. Our expenses from inception through November 30, 2009 were $158,245 comprised of $9,546 for depreciation; $110,929 for professional fees, $35,000 for financing fees, $8,841 for general and administrative expenses, $475 for license fees, and $454 for interest expense.

Recent Accounting Pronouncements

      In June 2009, FASB issued ASU 2009-01 Topic 105 — Generally Accepted Accounting Principles. ASU 2009-01 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. ASU 2009-01 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.

      In October 2009, FASB issued ASU 2009-13 Revenue Recognition (Topic 605). ASU 2009-05 provides accounting and financial reporting disclosure amendments for multiple-deliverable revenue arrangements. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of this ASU is not anticipated to have a material impact on the Company’s financial position or results of operations.

      In September 2009, the FASB issued ASU 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). ASU 2009-12 provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The adoption of this ASU in not anticipated to have a material impact on the Company’s financial position or results of operation.

 
-12-

 
      In August 2009, FASB issued ASU 2009-05 Fair Value Measurements and Disclosure (Topic 820). ASU 2009-05 provides amendments for the fair value measurement of liabilities and clarification on fair value measuring techniques. ASU 2009-05 is effective for the first reporting period, including interim periods, beginning after the issuance. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations
 
      In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under FASB ASC 810, Consolidation and requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity.
SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this Update will have no material effect on the Company’s financial condition or results of operations.
 
      In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). This Statement removes the concept of a qualifying special-purpose entity from Statement 140 and removes the exception from applying FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, to qualifying special-purpose entities.
 
      SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.
 
      In May, 2009, FASB issued ASC 855 Subsequent Events which establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be issued.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.    CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of June 30, 2009. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

 
-13-

 
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Internal Control over Financial Reporting

 As of May 31, 2009, management identified a material weakness in internal control over financial reporting.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified is described below.

Lack of Appropriate Independent Oversight.  The board of directors has not provided an appropriate level of oversight of the Company’s consolidated financial reporting and procedures for internal control over financial reporting, including recording and reporting of related party transactions.  A significant shareholder of the Company paid for certain of the Company’s expenses, and these expenses were not appropriately recorded in the Company’s books and records.  As a result, material required adjustments were identified by the auditors.

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of November 30, 2009, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended November 30, 2009, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 

 
PART II. OTHER INFORMATION
 
ITEM 1A.       RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 
-14-

 
ITEM 6.          EXHIBITS.

The following documents are included herein:

Exhibit No.
Document Description
   
31.1
Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2
Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 
 
 
 
 

 
 
-15-

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 13th day of January, 2010.

 
RENAISSANCE BIOENERGY INC.
   
       
 
BY:
SCOTT PUMMILL
 
   
Scott Pummill, President and Principal  Executive Officer
 
       
       
 
BY:
DAVID ARTHUN
 
   
David Arthun, Treasurer, Director, and Principal Financial Officer
 










 




 
-16-

 
EXHIBIT INDEX

Exhibit No.
Document Description
   
31.1
Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2
Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002
   
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


 
 
 
 
 
 
 
 
 
 
 

 
 
-17-

 
EX-31.1 2 exh311.htm CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER exh311.htm
Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Scott Pummill, certify that:

1.
I have reviewed this 10-Q for the period ended November 30, 2009, of Renaissance Bioenergy Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 
a.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d.  
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
a.    
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
b.   
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:   January 13, 2010
SCOTT PUMMILL
 
Scott Pummill
 
Principal Executive Officer

 
 
 
 
 

 
EX-31.2 3 exh312.htm CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER exh312.htm
Exhibit 31.2

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, David Arthun, certify that:

1.           I have reviewed this 10-Q for the period ended November 30, 2009, of Renaissance Bioenergy Inc;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
d.
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:   January 13, 2010
DAVID ARTHUN
 
David Arthun
 
Principal Financial Officer


 
 

 

EX-32.1 4 exh321.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER exh321.htm
Exhibit 32.1



CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Renaissance Bioenergy Inc (the "Company") on Form 10-Q for the period ended November 30, 2009 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Scott Pummill, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 13th day of January 2010.

 
SCOTT PUMMILL
 
Scott Pummill
 
Chief Executive Officer
 
 
 

 

 
 

 

EX-32.2 5 exh322.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER exh322.htm
Exhibit 32.2



CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Renaissance Bioenergy Inc. (the "Company") on Form 10-Q for the period ended November 30, 2009 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, David Arthun, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 13th day of January 2010.

 
DAVID ARTHUN
 
David Arthun
 
Chief Financial Officer

 
 

 
 
 

 

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