UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2007
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-49634
RENOVO HOLDINGS
(Exact name of small business issuer as specified in its charter)
Nevada | 90-0224622 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1375 Semoran Blvd.
Casselberry, Florida 32707
(Address of principal executive offices)
(407) 599-2886
(Issuer’s telephone number)
Copies of Communications to:
Stoecklein Law Group
402 West Broadway, Suite 400
San Diego, CA 92101
(619) 595-4882
Fax (619) 595-4883
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
The number of shares of Common Stock, $0.001 par value, outstanding on August 1, 2007, was 499,854,216 shares.
| Transitional Small Business Disclosure Format (check one): | Yes o | No x |
JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Renovo Holdings
We have reviewed the accompanying balance sheet of Renovo Holdings as of June 30, 2007 and the related statements of operations for the three-months and six-months ended June 30, 2007 and 2006, and the related statement of cash flows for the six-months ended June 30, 2007 and 2006. These financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Jaspers + Hall, PC
August 14, 2007
1
RENOVO HOLDINGS
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
| June 30, |
| 2007 |
ASSETS | | |
Current assets: | | |
Cash | $ | - |
Total current assets | | - |
| | |
Equipment, net of accumulated depreciation | | - |
| | |
Total Assets | $ | - |
LIABILITIES AND STOCKHOLDERS' DEFICIT | | |
| | |
Current Liabilities: | | |
Accounts payable | $ | 100,576 |
Payroll taxes payable | | 24,111 |
Accrued interest payable | | 32,997 |
Accrued auto allowance | | 31,500 |
Accrued reimbursement to officer | | 3,493 |
Accrued salary - officer | | 739,500 |
Accrued redemption premium | | 49,539 |
Secured convertible debenture | | 220,000 |
Total current liabilities | | 1,201,716 |
| | |
Stockholders' deficit: | | |
Preferred stock, $.001 par value authorized 5,000,000; no | | |
shares issued and outstanding as of 6/30/07 | | - |
| | |
Common stock, $.001 par value, authorized 500,000,000 | | |
shares; 499,854,216 issued and outstanding as of 06/30/07 | | 499,854 |
| | |
Additional paid-in capital | | 706,606 |
| | |
Deficit accumulated during development stage | | (2,408,176) |
Total stockholders' deficit | | (1,201,716) |
Total liabilities and stockholders' deficit | $ | - |
See accountants' review report and accompanying notes to the financial statements.
2
RENOVO HOLDINGS
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
| | | | | | | For the Period October 18, 2000 (Inception) to |
| | | Three Months Ended June 30, | | | Six Months Ended June 30, | | | June 30, 2007 |
| | | 2007 | | | 2006 | | | 2007 | | | 2006 | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Revenue | $ | - | | $ | - | | $ | - | | $ | - | | $ | - |
| | | | | | | | | | | | | | | |
Expenses: | | | | | | | | | | | | | | |
| Loss on sale of property | | - | | | 6,552 | | | - | | | 6,552 | | | 12,108 |
| General and Administrative | | - | | | 856 | | | - | | | 4,187 | | | 326,965 |
| Depreciation | | - | | | 1,295 | | | - | | | 3,143 | | | 23,821 |
| Advertising | | - | | | - | | | - | | | - | | | 286,900 |
| Consulting | | - | | | - | | | - | | | - | | | 411,500 |
| Officer salary | | 20,833 | | | 62,500 | | | 83,333 | | | 125,000 | | | 937,500 |
| Legal and accounting | | 10,400 | | | 1,820 | | | 17,900 | | | 1,820 | | | 204,598 |
| Auto Allowance | | 700 | | | 2,100 | | | 2,800 | | | 4,200 | | | 31,500 |
| Interest expense | | 969 | | | 2,908 | | | 3,877 | | | 5,816 | | | 37,253 |
| Redemption premium | | - | | | - | | | - | | | - | | | 49,539 |
| Other services - related party | | - | | | - | | | - | | | - | | | 72,500 |
| Other expense | | - | | | - | | | 220 | | | - | | | 13,992 |
| Total expenses | | 32,902 | | | 78,031 | | | 108,130 | | | 150,718 | | | 2,408,176 |
Net loss | $ | (32,902) | | $ | (78,031) | | $ | (108,130) | | $ | (150,718) | | $ | (2,408,176) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Weighted average number of common | | | | | | | | | | | | | | |
| shares outstanding, basic and fully diluted | | 499,854,216 | | | 338,823,292 | | | 499,854,216 | | | 338,823,292 | | | |
| | | | | | | | | | | | | | | |
| Net loss per weighted share | | | | | | | | | | | | | | |
| basic and fully diluted | $ | (0.00) | | $ | (0.00) | | $ | (0.00) | | $ | (0.00) | | | |
See accountants' review report and accompanying notes to the financial statements.
3
RENOVO HOLDINGS
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(unaudited)
| Common Stock | | Stock subscriptions receivable | | Additional Paid-in Capital | | Accumulated During Developmental Stage (Deficit) | | Total Stockholder's Equity |
Shares | | Amount |
10/18/2000 - (inception) | | | | | | | | | | | |
| | | | | | | | | | | |
Shares issued for services | 20,000,000 | $ | 200 | $ | - | $ | 4,800 | $ | - | $ | 5,000 |
Shares issued for cash | 40,000,000 | | 400 | | - | | 9,600 | | - | | 10,000 |
Net (loss) October 18, 2000 (Inception) to December 31, 2000 | - | | - | | - | | - | | (12,849) | | (12,849) |
Balance - December 31, 2000 | 60,000,000 | | 600 | | - | | 14,400 | | (12,849) | | 2,151 |
| | | | | | | | | | | |
Shares issued for cash | 6,200,000 | | 62 | | - | | 9,238 | | - | | 9,300 |
Donated services | - | | - | | - | | 4,231 | | - | | 4,231 |
Net loss for year | - | | - | | - | | - | | (7,429) | | (7,429) |
Balance - December 31, 2001 | 66,200,000 | | 662 | | - | | 27,869 | | (20,278) | | 8,253 |
| | | | | | | | | | | |
Shares issued for cash | 13,800,000 | | 138 | | - | | 20,562 | | - | | 20,700 |
January 10, 2002 recapitalization | | | | | | | | | | | |
adjustment to additional paid-in-capital | - | | 79,200 | | - | | (79,200) | | - | | - |
Donated services | - | | - | | - | | 6,000 | | - | | 6,000 |
Net loss for year | - | | - | | - | | - | | (10,647) | | (10,647) |
Balance - December 31, 2002 | 80,000,000 | | 80,000 | | - | | (24,769) | | (30,925) | | 24,306 |
| | | | | | | | | | | |
Donated services | - | | - | | - | | 3,000 | | - | | 3,000 |
Shares Cancelled by majority stockholders | (60,000,000) | | (60,000) | | - | | 60,000 | | - | | - |
Shares issued for services | 45,000,000 | | 45,000 | | - | | 22,500 | | - | | 67,500 |
Shares issued for services | 957,062 | | 957 | | - | | 115,843 | | - | | 116,800 |
Net loss for year | - | | - | | - | | - | | (313,527) | | (313,527) |
Balance - December 31, 2003 | 65,957,062 | | 65,957 | | - | | 176,574 | | (344,452) | | (101,921) |
| | | | | | | | | | | |
Shares issued for cash | 13,988,094 | | 13,988 | | - | | 47,191 | | - | | 61,179 |
Shares issued related to | | | | | | | | | | | |
equity distribution agreement | 82,300,000 | | 82,300 | | (47,000) | | 317,700 | | - | | 353,000 |
Shares issued for services | 7,887,938 | | 7,888 | | - | | 226,812 | | - | | 234,700 |
Net loss for year | - | | - | | - | | - | | (1,099,313) | | (1,099,313) |
Balance - December 31, 2004 | 170,133,094 | | 170,133 | | (47,000) | | 768,277 | | (1,443,765) | | (552,355) |
| | | | | | | | | | | |
Shares issued related to | | | | | | | | | | | |
equity distribution agreement | 83,758,696 | | 83,759 | | 47,000 | | 18,449 | | - | | 149,208 |
Shares issued for debt repayment | 221,637,426 | | 221,637 | | - | | (80,795) | | - | | 140,842 |
Shares issued for services | 9,950,000 | | 9,950 | | - | | (7,950) | | - | | 2,000 |
Net loss for year | | | | | | | | | (435,057) | | (435,057) |
Balance - December 31, 2005 | 485,479,216 | | 485,479 | | - | | 697,981 | | (1,878,822) | | (695,362) |
| | | | | | | | | | | |
Shares issued in payment for | | | | | | | | | | | |
officer salaries payable | 14,375,000 | | 14,37 | | - | | 8,625 | | - | | 23,000 |
Net loss | | | | | | | | | (421,223) | | (421,223) |
Balance - December 31, 2006 | 499,854,216 | | 499,854 | | - | | 706,606 | | (2,300,046) | | (1,093,585) |
| | | | | | | | | | | |
Net loss | - | | - | | - | | - | | (108,130) | | (108,130) |
Balance - June 30, 2007 | 499,854,216 | $ | 499,854 | $ | - | $ | 706,606 | $ | (2,408,176) | $ | (1,201,716) |
See accountants' review report and accompanying notes to the financial statements.
4
RENOVO HOLDINGS
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
| | Six Months Ended June 30, | | For the Period October 18, 2000 (Inception) to June 30, 2007 |
| |
| |
| | | 2007 | | | 2006 | |
| | | | | | | | | |
CASH FLOWS FROM OPERATIONS | | | | | | | | | |
| | | | | | | | | |
Net loss | | $ | (108,130) | | $ | (150,718) | | $ | (2,408,176) |
| | | | | | | | | |
Adjustments to reconcile net loss to net cash | | | | | | | | | |
used for operating activities: | | | | | | | | | |
Stock issued for services | | | - | | | - | | | 329,700 |
Stock issued in lieu of debt | | | - | | | - | | | - |
Loss on sale of equipment | | | - | | | 6,552 | | | 12,108 |
Donated services | | | - | | | - | | | 13,230 |
Depreciation | | | - | | | 3,143 | | | 23,821 |
Increase (decrease) in accounts payable | | | 16,277 | | | - | | | 100,055 |
Increase in accrued auto allowance | | | 2,800 | | | 4,200 | | | 31,500 |
Increase in accrued expenses | | | 5,720 | | | 1,955 | | | 110,984 |
Increase in accrued salary -officer | | | 83,333 | | | 125,000 | | | 927,501 |
Increase (decrease) in loan from officer | | | - | | | - | | | 20,010 |
Net cash used for operating activities | | | - | | | (9,868) | | | (839,267) |
| | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | |
Purchase of equipment | | | - | | | - | | | (62,931) |
Proceeds from sale of equipment | | | - | | | 7,001 | | | 20,000 |
Net cash used in investing activities | | | - | | | 7,001 | | | (42,931) |
| | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | |
Issuance of common stock | | | - | | | - | | | 666,198 |
Issuance of secured debenture | | | - | | | - | | | 300,000 |
Proceeds from note payable | | | - | | | - | | | 100,000 |
Payment of accrued salary to officer | | | - | | | - | | | (165,000) |
Repayment of debt to officer | | | - | | | - | | | (19,000) |
Net cash used in financing activities | | | - | | | - | | | 882,198 |
| | | | | | | | | |
Net increase (decrease) in cash | | | - | | | (2,867) | | | - |
Cash, beginning of period | | | - | | | 2,867 | | | - |
Cash, end of period | | $ | - | | $ | - | | $ | - |
| | | | | | | | | |
Supplemental disclosure | | | | | | | | | |
Interest paid | | $ | - | | $ | - | | $ | 1,359 |
Taxes paid | | $ | - | | $ | - | | $ | - |
See accountants' review report and accompanying notes to the financial statements.
5
RENOVO HOLDINGS
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006
(Unaudited)
Note 1 – Basis of Presentation
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements of the Company for the period ended December 31, 2006 and notes thereto included in the Company's Form 10-KSB. The Company follows the same accounting policies in the preparation of consolidated interim reports.
Results of operations for the interim periods are not indicative of annual results.
Note 2 – Organization and summary of significant accounting principles
Organization
The Company was organized October 18, 2000 (Date of Inception) under the laws of the State of Nevada, as First Impressions. The Company has not commenced significant operations and, in accordance with Statement of Financial Accounting Standards No. 7 Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7”), the Company is considered a development stage company.
On July 14, 2003, the Company amended its Articles of Incorporation changing its name from First Impressions to Fortis Enterprises. The Board of Directors determined that the name, "First Impressions" was limiting the Company's ability to pursue the expansion of our business into other marketing arenas and felt that the name Fortis Enterprises was more generic and allows for more flexibility in the future expansion of business opportunities. The Company also increased the total amount of authorized common stock from 50,000,000 shares to 100,000,000 shares.
On June 11, 2004, the Company amended its Articles of Incorporation changing its name from Fortis Enterprises to Renovo Holdings. The Company also increased the total amount of authorized common stock from 100,000,000 to 500,000,000 shares.
6
RENOVO HOLDINGS
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006
(Unaudited)
Accounting period
The Company has adopted an annual accounting period of January through December.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents.
Revenue recognition
Sales and related cost of sales are generally recognized upon shipment of products. Cost of goods sold generally represents the cost of items sold and the related shipping and selling expenses.
Furniture and equipment - Furniture and equipment are stated at cost less accumulated depreciation. It is the policy of the Company to capitalize items greater than or equal to $1,000 and provide depreciation based on the estimated useful life of individual assets, calculated using the straight line method.
Estimated useful lives range as follows:
| Years |
| |
Furniture and equipment | 3 – 5 |
Computer hardware | 3 |
Vehicles | 5 |
Advertising Costs
The Company expenses all costs of advertising as incurred. There were no advertising costs included in general and administrative expenses for the six months ended June 30, 2007 and 2006.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2007 and 2006. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, accounts payable and notes payable. Fair values were assumed to approximate carrying values for cash and payables
7
RENOVO HOLDINGS
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006
(Unaudited)
because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Stock-Based Compensation
During 2004, the Company adopted the fair value based method of Statement of Financial Accounting Standards No. 123 (“SFAS 123”). Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Stock-based compensation to vendors is recorded based upon the fair value of the services provided when it constitutes a more reliable measure of fair value than the stock price.
Adoption of the fair value provisions of SFAS 123 did not result in a significant change in the financial statements of the Company.
Earnings per share
The Company has adopted Statement of Financial Accounting Standards No. 128. Earnings Per Share ("SFAS No. 128"). Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti- dilutive they are not considered in the computation.
Segment reporting
The Company has adopted Statement of Financial Accounting Standards No. 130, Disclosures About Segments of an Enterprise and Related Information. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.
Income taxes
The Company has adopted Statement of Financial Accounting Standard No. 109, Accounting for Income Taxes ("SFAS No. 109") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
8
RENOVO HOLDINGS
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006
(Unaudited)
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes because of differences in amounts deductible for tax purposes. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
Note 2 – Furniture and Equipment
Furniture and equipment consists of the following categories at June 30, 2007 and 2006:
| | 2007 | 2006 |
Computers | | - | 8,132 |
Office equipment | | - | 15,163 |
Software | | | - | 527 |
| | | - | 23,822 |
Less accumulated depreciation | - | (23,822) |
Total | - | - |
Depreciation expense for the six months ended June 30, 2007 and 2006 totaled $-0- and $3,143, respectively.
Note 3 – Secured convertible debentures
During 2004, the Company issued secured convertible debentures totaled $300,000 to a securities broker. These debentures matured in April 2007 and include interest of 5% payable upon conversion or maturity. At June 30, 2007, and 2006 secured convertible debentures issued and outstanding were $220,000 and $220,000, respectively.
The holder has the option to convert, at any time, all or part of the principal amount of the debenture, plus accrued interest, into shares of the Company’s common stock at a conversion price equal to the lesser of (a) 120% of the closing bid price of the common stock or (b) 80% of the lowest closing bid price of the Company’s common stock for the five trading days immediately preceding the conversion date. During the six months ended June 30, 2007 and 2006, none of these debentures were converted to shares of common stock.
The Company may redeem a portion or all of these debentures with 15 days notice for 120% of the amount redeemed, plus accrued interest.
9
RENOVO HOLDINGS
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006
(Unaudited)
Note 4 – Stockholders’ equity
On September 30, 2006, the Company issued 14,375,000 shares of its par value common stock to its sole officer in exchange for accrued salaries valued at $23,000.
There have been no other issuances of common stock since September 30, 2006.
During 2004, management entered into a Standby Equity Distribution Agreement with Cornell Capital Partners (“Cornell”) in order to fund development efforts. This agreement calls for Cornell to purchase up to $5,000,000 of the Company’s common stock at a price based upon recent market activity. Purchases of stock are initiated by the Company as funds are needed in accordance with the agreement.
Note 5 – Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its product line, setting up its e-commerce website, and incurring substantial costs and expenses. As a result, the Company incurred accumulated net losses from October 17, 2000 (inception) through the period ended June 30, 2007 in excess of $2,400,000. The Company’s current liabilities exceed its current assets by $1,201,716. In addition, the Company's development activities since inception have been financially sustained through equity financing.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.
In order to fund development, management has entered into a Standby Equity Distribution Agreement with Cornell Capital as described in Note 5.
Note 6 – Warrants and options
There are no warrants or options outstanding to acquire any additional shares of common stock.
10
RENOVO HOLDINGS
(A DEVELOPMENTAL STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2007 AND 2006
(Unaudited)
Note 7 – Related party transactions
Amounts due to the Company’s chief executive officer totaled approximately $775,000 and $579,000 at June 30, 2007 and 2006, respectively. These amounts primarily represent unpaid salary and auto allowance in accordance with an employment agreement.
Note 8 – Commitments and contingent liabilities
Legal matters - The Company is occasionally party to litigation or threat of litigation arising in the normal course of business. Management, after consultation with legal counsel, does not believe that the resolution of any such matters will have a material effect on the Company’s financial position or results of operations.
Employment agreement - The Company has entered into an employment agreement with its chief executive officer. This agreement establishes bonuses based upon new mergers, acquisitions or business unit start-ups the executive brings to the Company.
Note 9 – Stock-based compensation
During 2004, the Company adopted a consultant and employee stock compensation plan whereby they may issue up to 15,625,000 shares of common stock at the discretion of the board of directors. The purpose of the plan is to further the growth of the Company by awarding common stock for services provided.
During the six months ended June 30, 2007, the Company did not grant any shares to employees, vendors and others as disclosed in the accompanying statement of changes in stockholders’ equity. Shares granted as compensation to non-employees are recorded at the fair value of the services provided since that provides a more objective source of information. Expenses included in the accompanying financial statements related to stock-based compensation totaled approximately $0 during the six months ended June 30, 2007.
11
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
| o | increases in interest rates or our cost of borrowing or a default under any material debt agreements; |
| o | ability to adapt to a change in control; |
| o | the unavailability of funds for capital expenditures; and |
| o | the ability to locate potential merger or acquisition candidates. |
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Plan of Operation” in this document and in our Annual Report on Form 10-KSB for the year ended December 31, 2006.
Item 2. Plan of Operation
Overview
Renovo Holdings is a development stage company, originally incorporated in the State of Nevada on October 18, 2000 under the name First Impressions. On July 14, 2003, we amended our Articles of Incorporation changing our name from First Impressions to Fortis Enterprises. We also increased the total amount of authorized common stock from 50,000,000 shares to 100,000,000 shares. On June 14, 2004, we changed our name from Fortis Enterprises to Renovo Holdings. We also increased our total authorized shares of common stock from 100,000,000 shares to 500,000,000 shares.
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We have continuously incurred losses since inception. For the three months ended June 30, 2007 we had a net loss of $32,902 as compared to a net loss of $78,031 for the three months ended June 30, 2006.
Plan of Operation
Our original plan of operation was to position Renovo to provide complete loss management and restoration services to residential, commercial, industrial, and institutional properties. Initially, we were seeking to establish Renovo in the Florida market, with the ability to expedite the recovery process, with the eventual capability of responding to loss and restoration across the United States. However, as a result of our lack of revenue generation, we have not been satisfied with our business plan or original plan of operation. Therefore, we re-assessed our business plan, and we are aggressively seeking out other business opportunities in an effort to substantiate stockholder value.
In June of 2007, we entered into a non-binding letter of intent for Perihelion Global to purchase control of Renovo, from our sole officer and director and majority stockholder, Steve Carnes. As of the date of this filing, there have been no definitive agreements reached with Perihelion Global. If and when we enter into a definitive agreement with Perihelion Global, we will file a current report on Form 8-K.
If we do not successfully consummate the asset transfer with Perihelion Global, we will attempt to locate and negotiate with other business entities for the merger of a target business into the Company. In certain instances, a target business may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business.
We are currently seeking to engage in a merger with or acquisition of an unidentified foreign or domestic company which desires to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market. We meet the definition of a “blank check” company contained in Section (7)(b)(3) of the Securities Act of 1933, as amended. We have been in the developmental stage since inception and have no operations to date. Other than issuing shares to our sole stockholder, we have not commenced any operational activities.
We will not acquire or merge with any entity which does not intend to provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all the reporting requirements included in the Exchange Act. Included in these requirements is our duty to file audited financial statements as part of our Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as our audited financial statements included in our annual report on 10-KSB. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance with the requirements of the Exchange Act, or if the audited financial statements provided do not conform to the representations made by the target business, the closing documents may provide that the proposed transaction will be voidab le at the discretion of our present management.
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We will not restrict our search for any specific kind of businesses, but may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer.
A business combination with a target business will normally involve the transfer to the target business of the majority of our common stock, and the substitution by the target business of its own management and board of directors. Our sole officer and director and majority shareholder is currently in negotiations to transfer his interest in Renovo to an outside third party. In the event such transaction takes place, it is likely our sole officer and director would resign his positions with the Company.
We have, and will continue to have, no capital with which to provide the owners of business opportunities with any cash or other assets. However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a company with securities registered pursuant to Rule 12(g) of the Exchange Act. Our officer and director has not conducted market research and is not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
Our audit reflects the fact that we have no current source of income. Further, that without realization of additional capital, it would be unlikely for the Company to continue as a going concern.
Our sole officer and director has agreed that he will advance any additional funds which we need for operating capital and for costs in connection with searching for or completing an acquisition or merger. Such advances have historically been converted to equity. There is no minimum or maximum amount the Officer and Director will advance to us. We will not borrow any funds for the purpose of repaying advances made by such Officer and Director, and we will not borrow any funds to make any payments to our promoters, management or their affiliates or associates.
Satisfaction of our cash obligation for the next 12 months.
We plan on satisfying our cash obligations over the next twelve months through additional equity and/or third party financing. We do not anticipate generating revenues within the next twelve months, unless we successfully complete a merger or acquisition with a company generating revenues from operations.
A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate enough positive internal operating cash flow until such time as we complete the acquisition and can generate substantial revenues, which may take the next few years to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.
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Liquidity and Capital Resources
During April 2006, we executed three Notes to Stephen W. Carnes for a total amount of $9,731.31 for expenses paid by Mr. Carnes on our behalf. The notes were to be paid in full on or before July 15, 2006. The delay of payment beyond July 15, 2006 resulted in interest beginning to accrue at a rate of 12% per annum.
Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain our operations. As a result, we will be required to seek additional capital to fund our operations through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our financial condition and our Stockholders.
We anticipate incurring operating losses over the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. To address these risks we must, among other things, locate suitable acquisition targets, obtain a customer base, implement and successfully execute a business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
Going Concern
The consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company’s cash position is inadequate to pay all of the costs associated with its intended business plan. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.
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Summary of any product and development that we will perform for the term of the plan.
We do not anticipate performing any significant product research and development under our plan of operation until such time as we complete an acquisition.
Expected purchase or sale of plant and significant equipment.
We do not anticipate the purchase or sale of any plant or significant equipment, as such items are not required by us at this time or anticipated to be needed in the next twelve months.
Significant changes in the number of employees.
As of June 30, 2007, we had 1 part-time employee. We are dependent upon Stephen W. Carnes our sole officer and director. We will need to hire full time operational staff if and when we complete anticipated acquisitions.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION
Renovo has historically lost money and losses may continue in the future, which may cause us to curtail operations.
Since our inception we have not been profitable and have lost money on both a cash and non-cash basis. For the three months ended June 30, 2007 and June 30, 2006 we incurred net losses of $32,902 and $78,031 respectively. Our accumulated deficit at the end of June 30, 2007 was $2,408,176. Future losses are likely to occur, as we are dependent on spending money to pay for our operations. No assurances can be given that we will be successful in reaching or maintaining profitable operations. Accordingly, we may experience liquidity and cash flow problems. If our losses continue, our ability to operate may be severely impacted.
We have not accounted for the withholding of federal or state taxes upon the issuance of common stock for services rendered by our officer, employees and consultants, which may subject us to substantial tax liabilities, including penalties and interest.
In 2006, the Company did not recognize withholding tax liabilities on the issuance of shares of common stock to our sole officer and director. Further, over the past several years we have issued several million dollars worth of stock compensation, to consultants who may be deemed to be employees, without withholding potential federal or state income tax liabilities.
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The Company has based its decision not to withhold taxes on the belief such shares of common stock were issued in connection with the performance of services by true consultants and not by employees, and, as such, are not subject to tax withholding requirements. There can be no assurance, however, that the IRS or state taxing authorities will agree with the Company’s position and will not assert that the Company is liable for the failure to withhold income and employment taxes with respect to the issuance of common stock services. If the Company became liable for the failure to withhold taxes on the issuances, the aggregate potential liability, exclusive of any interest or penalties, would have a material impact on the Company and its results of operations.
The Company has not recognized accruals for the potential withholding taxes, penalties and/or interest that may be imposed with respect to the withholding tax issues. If taxing authorities assert such issues and prevail related to these withholding tax issues and other related contingencies, including penalties, the liability that could be imposed by taxing authorities would be substantial.
Renovo will need to raise additional capital or debt funding to sustain operations.
We will require additional capital to sustain operations and we may need access to additional capital or additional debt financing to establish revenues. In addition, to the extent that we have a working capital deficit and cannot offset the deficit from profitable sales we may have to raise capital to repay the deficit and provide more working capital to permit growth in revenues. We cannot be assured that financing, whether from external sources or related parties, will be available if needed or on favorable terms. Our inability to obtain adequate financing will result in the need to reduce the pace of business operations and the search for acquisition candidates. Any of these events could be materially harmful to our business and may result in a lower stock price.
We have been the subject of a going concern opinion for the years ended December 31, 2006 and December 31, 2005 from our independent auditors, which means that we may not be able to continue operations unless we can become profitable or obtain additional funding.
Our independent auditors have added an explanatory paragraph to their audit opinions issued in connection with our financial statements for the years ended December 31, 2006 and December 31, 2005, which states that the financial statements raise substantial doubt as to our ability to continue as a going concern. Our ability to make operations profitable or obtain additional funding will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. We do not have sufficient cash on hand to continue operations for the next twelve months. In order to be able to continue operations for the next twelve months we will need to obtain funding through equity or debt financing.
We are subject to a working capital deficit, which means that our current assets on June 30, 2007, were not sufficient to satisfy our current liabilities and, therefore, our ability to continue operations is at risk.
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We had a working capital deficit for the quarter ended June 30, 2007, which means that our current liabilities exceeded our current assets on June 30, 2007 by $1,201,716. Current assets are assets that are expected to be converted to cash within one year and, therefore, may be used to pay current liabilities as they become due. Our working capital deficit means that our current assets on June 30, 2007 were not sufficient to satisfy all of our current liabilities on those dates. If our ongoing operations do not begin to provide sufficient profitability to offset the working capital deficit, we may have to raise capital or debt to fund the deficit or curtail future operations.
Our common stock may be affected by limited trading volume and may fluctuate significantly, which may affect our stockholders’ ability to sell shares of our common stock.
There has been a limited public market for our common stock and there can be no assurance that a more active trading market for our common stock will develop. An absence of an active trading market could adversely affect our stockholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to enter the market from time to time in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our stock will be stable or appreciate over time. These factors may negatively impact our stockholders' ability to sell shares of our common stock.
Our common stock is deemed to be a low priced “Penny Stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.
Our common stock is deemed to be a "penny stock" as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:
| • | With a price of less than $5.00 per share; |
| • | That are not traded on a "recognized" national exchange; |
| • | Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or |
| • | In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years. |
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Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor.
We may acquire assets or other businesses in the future.
We may consider acquisitions of other assets or other business. Any acquisition involves a number of risks that could fail to meet our expectations and adversely affect our profitability.
For example:
| • | The acquired assets or business may not achieve expected results; |
| • | We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets; |
| • | We may not be able to retain key personnel of an acquired business; |
| • | Our management’s attention may be diverted; or |
| • | Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time. |
If these problems arise we may not realize the expected benefits of an acquisition.
If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Companies trading on the OTC Bulletin Board, such as us, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, NASD has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
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Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
We have one individual performing the functions of all officers and directors. This individual is responsible for monitoring and ensuring compliance with our internal control procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
Item 3. Controls and Procedures.
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, Stephen W. Carnes, our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, Mr. Carnes, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting him to material information required to be included in our periodic SEC filings.
It should be noted, however, that no matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems (including faulty judgments in decision making or breakdowns resulting from simple errors or mistakes), there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Additionally, controls can be circumvented by individual acts, collusion or by management override of the controls in place.
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There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. | Legal Proceedings. |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We did not sell or issue any securities in the second quarter of 2007 or as of the date of this filing.
Issuer Purchases of Equity Securities
The Company did not repurchase any of its equity securities during the quarter covered by this report.
Item 3. | Defaults Upon Senior Securities. |
None.
Item 4. | Submission of Matters to a Vote of Security Holders. |
Item 5. | Other Information. |
On August 3, 2007, we issued a press release announcing that we recently entered into a letter of intent for Perihelion Global to purchase control of the Company. A copy of the press release is attached hereto as Exhibit 99.1.
Item 6. | Exhibits and Reports on Form 8-K. |
| | | | | | Incorporated by reference |
Exhibit number | | Exhibit description | | Filed herewith | | Form | | Period ending | | Exhibit No. | | Filing date |
2.1 | | Letter of Intent to acquire James Bar Contractors, Inc. dated October 23, 2003 | | | | SB-2 | | | | 2.1 | | 6/30/04 |
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2.2 | | Agreement and Plan of Merger with ei3 Corporation, dated September 26, 2005 | | | | 8-K | | | | 2.1 | | 9/29/05 |
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2.3 | | Amendment No. 1 to Agreement and Plan of Merger with ei3 Corporation, dated November 22, 2005 | | | | 8-K | | | | 2.1 | | 11/28/05 |
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2.4 | | Amendment No. 2 to Agreement and Plan of Merger with ei3 Corporation, dated February 14, 2006 | | | | 8-K | | | | 2.1 | | 2/14/06 |
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3(i).1 | | Articles of Incorporation dated October 17, 2000 | | | | 10-SB | | | | 3(i)(a) | | 2/20/02 |
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| | | | | | Incorporated by reference |
Exhibit number | | Exhibit description | | Filed herewith | | Form | | Period ending | | Exhibit No. | | Filing date |
3(i).2 | | Certificate of Amendment to Articles of Incorporation dated January 10, 2002 | | | | 10-SB | | | | 3(i)(b) | | 2/20/02 |
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3(i).3 | | Certificate of Amendment to Articles of Incorporation dated July 14, 2003 | | | | 10-QSB | | 6/30/03 | | 3(i) | | 8/6/03 |
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3(i).4 | | Certificate of Amendment of Articles of Incorporation dated June 19, 2004 | | | | SB-2 | | | | 3(i).4 | | 6/30/04 |
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3(ii).1 | | Bylaws dated October 17, 2002 | | | | 10-SB | | | | 3(ii) | | 2/20/02 |
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10.1 | | Employment Agreement with Stephen W. Carnes dated September 3, 2003 | | | | 10-QSB | | 9/30/03 | | 10.1 | | 11/14/03 |
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10.2 | | Independent Contractor Agreement with Cynthia Wainwright dated October 1, 2003 | | | | 10-QSB | | 9/30/03 | | 10.3 | | 11/14/03 |
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10.3 | | Independent Contractor Agreement with Loren Brown dated October 1, 2003 | | | | 10-QSB | | 9/30/03 | | 10.4 | | 11/14/03 |
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10.4 | | Independent Contractor Agreement with Matt Lettau dated October 1, 2003 | | | | 10-QSB | | 9/30/03 | | 10.5 | | 11/14/03 |
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10.5 | | Consulting Agreement with Mark Broersma dated August 27, 2003 | | | | 10-QSB | | 9/30/03 | | 10.6 | | 11/14/03 |
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10.6 | | Consulting Agreement with Mike Barr dated August 27, 2003 | | | | 10-QSB | | 9/30/03 | | 10.7 | | 11/14/03 |
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10.7 | | Consulting Agreement with Florida Catastrophe Corp. dated September 17, 2003 | | | | 8-K | | | | 10 | | 9/17/03 |
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10.8 | | Letter Agreement with Source Capital Group, Inc. dated January 21, 2004 | | | | 10-KSB | | 12/31/03 | | 10.8 | | 3/30/04 |
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10.9 | | Consulting Agreement with Mark Broersma dated April 29, 2004 | | | | 10-QSB | | 3/31/04 | | 10.2 | | 5/17/04 |
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10.10 | | Consulting Agreement with Mike Barr dated April 29, 2004 | | | | 10-QSB | | 3/31/04 | | 10.3 | | 5/17/04 |
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10.11 | | Consulting Agreement with VBg Design dated April 29, 2004 | | | | 10-QSB | | 3/31/04 | | 10.4 | | 5/17/04 |
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10.12 | | Standby Equity Distribution Agreement with Cornell Capital Partners, LP dated April 14, 2004 | | | | SB-2 | | | | 10.14 | | 6/30/04 |
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10.13 | | Registration Rights Agreement with Cornell Capital Partners, LP dated April 14, 2004 | | | | SB-2 | | | | 10.15 | | 6/30/04 |
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10.14 | | Escrow Agreement with Cornell Capital Partners, LP dated April 14, 2004 | | | | SB-2 | | | | 10.16 | | 6/30/04 |
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10.15 | | Placement Agent Agreement with Cornell Capital Partners, LP and Newbridge Securities Corporation dated April 14, 2004 | | | | SB-2 | | | | 10.17 | | 6/30/04 |
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10.16 | | Securities Purchase Agreement with Cornell Capital Partners, LP dated April 14, 2004 | | | | SB-2 | | | | 10.18 | | 6/30/04 |
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10.17 | | Secured Convertible Debenture dated April 14, 2004 | | | | SB-2 | | | | 10.19 | | 6/30/04 |
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10.18 | | Investor Registration Rights Agreement with Cornell Capital Partners, LP dated April 14, 2004 | | | | SB-2 | | | | 10.20 | | 6/30/04 |
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10.19 | | Security Agreement with Cornell Capital Partners, LP dated April 14, 2004 | | | | SB-2 | | | | 10.21 | | 6/30/04 |
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| | | | | | Incorporated by reference |
Exhibit number | | Exhibit description | | Filed herewith | | Form | | Period ending | | Exhibit No. | | Filing date |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RENOVO HOLDINGS
(Registrant)
By: /s/ Stephen W. Carnes
Stephen W. Carnes, President
(On behalf of the registrant and as
principal accounting officer)
Date: August 13, 2007
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