x
|
ANNUAL
REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES ACT OF
1934
|
For
the fiscal year ended December 31, 2007
|
|
o |
TRANSITION
REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
22-1436279
|
|
(State
or other jurisdiction of incorporation)
|
(I.R.S
Employer Identification Number)
|
|
1818
North Farwell Avenue
Milwaukee,
Wisconsin
|
53202
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number
|
(414)
283-2625
|
Securities
registered under section 12(b) of the Exchange Act:
|
||
Title
of each class
|
Name
of each exchange on which registered
|
|
None
|
None
|
Securities
registered under section 12(g) of the Exchange Act:
|
Common
Stock, par value $0.001
|
(Title
of class)
|
Check
whether the issuer is not required to file reports pursuant to Section
13
or 15(d) of the Exchange Act.
|
o
|
|||
Check
whether the issuer (1) filed all reports required to be filed by
Section
13 or 15(d)
|
Yes
|
x
|
No
|
o
|
of
the Exchange Act during the most recent 12 months (or for such shorter
period that the issuer was required to file such reports, and (2)
has been
subject to the filing requirements for the past 90 days.
|
||||
Check
if there is no disclosure of delinquent filers in response to Item
405 or
Regulation S-B contained in
|
x
|
|||
this
form, and no disclosure will be contained, to the best of the issuer’s
knowledge, in definitive proxy or information statements incorporated
by
reference in Part III of this Form 10-KSB or any amendment of this
Form
10-KSB.
|
||||
Indicate
by check mark whether the registrant is a shell company (as defined
in
Rule
|
Yes
|
o |
No
|
x
|
12(b)-2
of the Exchange Act.
|
State
the issuer’s revenue for its most recent fiscal year.
|
$
|
690,103
|
||
State
the aggregate market value of the voting and non-voting equity held
by
non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common
equity,
as of a specified date within the past 60 days: as of March 31,
2008:
|
$
|
615,490
|
||
State
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date: as of March 31,
2008:
|
30,774,476
|
Page
|
|||
PART
I
|
|||
ITEM
1.
|
Description
of Business.
|
5
|
|
ITEM
1A.
|
Current
Business.
|
11
|
|
ITEM
1B.
|
Risk
Factors.
|
16
|
|
ITEM
2.
|
Description
of Property.
|
22
|
|
ITEM
3.
|
Legal
Proceedings.
|
23
|
|
ITEM
4.
|
Submission
of Matters to a Vote of Security Holders.
|
23
|
|
PART
II
|
|||
ITEM
5.
|
Market
for Common Equity and Related Stockholder Matters.
|
24
|
|
ITEM
6.
|
Management’s
Discussion and Analysis or Plan of Operation.
|
25
|
|
ITEM
7.
|
Financial
Statements.
|
49
|
|
ITEM
8.
|
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.
|
82
|
|
ITEM
8A.
|
Controls
and Procedures.
|
83
|
|
ITEM
8B.
|
Other
Information.
|
84
|
|
PART
III
|
|||
ITEM
9.
|
Directors
and Executive Officers of the Registrant.
|
85
|
|
ITEM
10.
|
Executive
Compensation.
|
87
|
|
ITEM
11.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
88
|
|
ITEM
12.
|
Certain
Relationships and Related Transactions.
|
89
|
|
ITEM
13.
|
Exhibit
Index.
|
90
|
|
ITEM
14.
|
Principal
Accountant Fees and Services.
|
92
|
Date
|
Event
|
|
February
22, 2007
|
Mr.
David Marks and Mr. John King are appointed as a Director and Chief
Executive Officer, respectively, of the Company.
|
|
March
9, 2007
|
Renewal
Fuels (since renamed Renewal Biodiesel) is incorporated by Crivello
Group
LLC. Messrs Marks and King are directors and officers of Renewal
Fuels.
|
|
March
9, 2007
|
Renewal
Fuels enters into an Asset Purchase Agreement to acquire the FuelMeister
division of Biodiesel Solutions Inc.
|
|
March
30, 2007
|
Renewal
Fuels’ acquisition of the FuelMeister division is completed, based on
funding provided by Crivello Group LLC.
|
|
April
20, 2007
|
The
Company (then called Tech Laboratories, Inc.) and Renewal Fuels merge.
The
former shareholders of Renewal Fuels receive 343,610 shares of the
Company’s series A convertible preferred stock.
|
|
April
20, 2007
|
New
debt funding is provided to the Company by YA Global Investments
L.P.
(formerly Cornell Capital Partners LLP). The funding provided by
Crivello
to Renewal Fuels for the acquisition of the FuelMeister division
is
repaid.
|
June
21, 2007
|
The
former shareholders of Renewal Fuels convert their 343,610 shares
of our
Series A preferred stock into 22,907,323 shares of our common
stock.
|
|
July
2, 2007
|
We
acquire Biodiesel Solutions Inc., from whom the FuelMeister division
had
been acquired by Renewal Fuels on March 30, 2007.
|
|
July
2, 2007
|
YA
Global provides us with additional debt funding.
|
|
July
9, 2007
|
The
Company merges with a new entity, Tech Laboratories, Inc., incorporated
in
Delaware, thus moving its domicile from New Jersey to
Delaware.
|
|
August
1, 2007
|
The
Company’s name is changed from Tech Laboratories, Inc. to Renewal Fuels
Inc. The name of the existing Renewal Fuels (with whom we merged
on April
20, 2007) is changed to Renewal Biodiesel.
|
|
August
1, 2007
|
We
complete a 1-for-15 reverse split of our common stock.
|
|
August
1, 2007
|
The
Company’s quotation symbol on the OTC Bulletin Board is changed from TLBT
to RNWF
|
|
December
31, 2007
|
YA
Global provides us with additional debt
funding.
|
· the
threat of global terrorism;
|
· regional
political instability in areas where exploratory oil and gas wells
are
drilled;
|
· the
available supply of oil;
|
· the
level of consumer product demand;
|
· weather
conditions;
|
· political
conditions and policies in the greater oil producing regions, including
the Middle East;
|
· the
ability of the members of the Organization of Petroleum Exporting
Countries to agree to and maintain oil price and production controls;
|
· the
price of foreign imports;
|
· actions
of governmental authorities;
|
· domestic
and foreign governmental regulations;
|
· the
price, availability and acceptance of alternative fuels; and
|
· overall
economic conditions.
|
·
|
make
a special suitability determination for purchasers of our
shares;
|
·
|
receive
the purchaser’s written consent to the transaction prior to the purchase;
and
|
·
|
deliver
to a prospective purchaser of our stock, prior to the first transaction,
a
risk disclosure document relating to the penny stock
market.
|
2007
|
|||||||
Quarterly
period ended:
|
|
|
High
|
Low
|
|||
December
31, 2007
|
$
|
0.650
|
$
|
0.150
|
|||
September
30, 2007
|
$
|
0.900
|
$
|
0.200
|
|||
June
30, 2007
|
$
|
1.800
|
$
|
0.227
|
|||
March
31, 2007
|
$
|
0.525
|
$
|
0.225
|
2006
|
|||||||
High
|
Low
|
||||||
December
31, 2006
|
$
|
2.025
|
$
|
0.225
|
|||
September
30, 2006
|
$
|
1.080
|
$
|
0.450
|
|||
June
30, 2006
|
$
|
2.970
|
$
|
0.675
|
|||
March
31, 2006
|
$
|
5.850
|
$
|
0.405
|
Date
|
Event
|
|
February
22, 2007
|
Mr.
David Marks and Mr. John King are appointed as a Director and Chief
Executive Officer, respectively, of the Company.
|
|
March
9, 2007
|
Renewal
Fuels (since renamed Renewal Biodiesel) is incorporated by Crivello
Group
LLC. Messrs Marks and King are directors and officers of Renewal
Fuels.
|
|
March
9, 2007
|
Renewal
Fuels enters into an Asset Purchase Agreement to acquire the FuelMeister
division of Biodiesel Solutions Inc.
|
|
March
30, 2007
|
Renewal
Fuel’s acquisition of the FuelMeister division is completed, based on
funding provided by Crivello Group LLC.
|
|
April
20, 2007
|
The
Company (then called Tech Laboratories, Inc.) and Renewal Fuels merge.
The
former shareholders of Renewal Fuels receive 343,610 shares of the
Company’s series A convertible preferred stock.
|
|
April
20, 2007
|
New
debt funding is provided to the Company by YA Global Investments
L.P.
(formerly Cornell Capital Partners LLP). The funding provided by
Crivello
to Renewal Fuels for the acquisition of the FuelMeister division
is
repaid.
|
|
June
21, 2007
|
The
former shareholders of Renewal Fuels convert their 343,610 shares
of our
Series A preferred stock into 22,907,323 shares of our common
stock.
|
|
July
2, 2007
|
We
acquire Biodiesel Solutions Inc., from whom the FuelMeister division
had
been acquired by Renewal Fuels on March 30,
2007.
|
July
2, 2007
|
YA
Global provides us with additional debt funding.
|
|
July
9, 2007
|
The
Company merges with a new entity, Tech Laboratories, Inc., incorporated
in
Delaware, thus moving its domicile from New Jersey to
Delaware.
|
|
August
1, 2007
|
The
Company’s name is changed from Tech Laboratories, Inc. to Renewal Fuels
Inc. The name of the existing Renewal Fuels (with whom we merged
on April
20, 2007) is changed to Renewal Biodiesel.
|
|
August
1, 2007
|
We
complete a 1-for-15 reverse split of our common stock.
|
|
August
1, 2007
|
The
Company’s quotation symbol on the OTC Bulletin Board is changed from TLBT
to RNWF
|
|
December
31, 2007
|
YA
Global provides us with additional debt
funding.
|
Net
liabilities assumed:
|
|
|||
Accounts
payable
|
$
|
203,992
|
||
Long
term debt, including accrued interest
|
1,473,028
|
|||
Net
liabilities assumed
|
$
|
1,677,020
|
Name
|
Common
Shares
Received
|
Renewal
Biodiesel Shares Owned
|
Average
P
Price Paid
|
|||||||
Crivello
Group LLC (1)
|
666,666
|
166,700
|
$
|
0.01
|
||||||
Frank
P. Crivello SEP IRA (1)
|
13,333,333
|
3,334,000
|
$
|
0.01
|
||||||
John
King
|
2,300,000
|
575,115
|
$
|
0.01
|
||||||
David
Marks (2)
|
2,700,000
|
675,135
|
$
|
0.01
|
||||||
Other
investors as a group (17)
|
3,907,324
|
977,029
|
$
|
0.01
|
||||||
|
22,907,323
|
5,727,979
|
Net
assets acquired:
|
|
|||
Inventory
|
$
|
34,426
|
||
Fixed
assets
|
9,145
|
|||
Website
domain
|
50,150
|
|||
Tradename
|
118,000
|
|||
Customer
lists, engineering drawings and other intangibles
|
189,000
|
|||
Goodwill
|
93,705
|
|||
Net
assets acquired
|
$
|
494,426
|
3,333,333
shares of common stock
|
$
|
2,000,000
|
||
1,000,000
shares of convertible preferred stock of BSI
|
800,000
|
|||
96,400
common stock options
|
48,181
|
|||
Note
receivable from BSI reclassified to contributed capital
|
200,000
|
|||
Cash
paid, net of $77,986 cash acquired
|
422,014
|
|||
Total
purchase price
|
$
|
3,470,195
|
|
Purchase
Price
|
Asset
Life
|
|||||
|
Allocation
|
In
Years
|
|||||
Working
capital, net and excluding cash acquired
|
$
|
(204,231
|
)
|
-
|
|||
Fixed
assets
|
90,447
|
3
- 10
|
|||||
In
process research and development
|
3,140,000
|
-
|
|||||
Employee
contracts
|
114,000
|
2
|
|||||
Non-compete
agreements
|
100,000
|
1.5
|
|||||
Goodwill
|
229,979
|
Indefinite
|
|||||
Net
Assets Acquired
|
$
|
3,470,195
|
For
The Twelve Months Ended
December
31,
|
|||||||
|
2007
|
2006
|
|||||
Revenues
|
$
|
1,186,466
|
$
|
$1,838,156
|
|||
Loss
from Operations
|
$
|
(2,323,853
|
)
|
$
|
(8,973,085
|
)
|
|
Net
Loss
|
$
|
(3,981,286
|
)
|
$
|
(11,235,159
|
)
|
|
Per
Share - basic and fully diluted
|
$
|
(0.14
|
)
|
$
|
(0.42
|
)
|
|
Weighted
average shares outstanding
|
27,488,705
|
26,957,566
|
·
|
Results
of operations for the period March 9, 2007 (date of inception) through
December 31, 2007 (Successor);
|
·
|
Results
of operations for the three months ended March 31, 2007
(Predecessor);
|
·
|
Results
of operations for the twelve months ended December 31, 2006
(Predecessor);
|
Successor
Business
|
|||||||
March
9, 2007
(date
of inception) to
December
31, 2007
|
|||||||
Net
Sales
|
$
|
690,103
|
100
|
%
|
|||
Cost
of Sales
|
472,786
|
68
|
%
|
||||
Gross
Profit
|
217,317
|
32
|
%
|
||||
Operating
Expenses:
|
|||||||
Employee
compensation and benefits
|
618,827
|
90
|
%
|
||||
Stock-based
transaction expense
|
5,131,231
|
744
|
%
|
||||
Occupancy
and equipment
|
132,052
|
19
|
%
|
||||
Advertising
|
199,981
|
29
|
%
|
||||
Research
and development
|
3,140,000
|
455
|
%
|
||||
Professional
fees
|
550,590
|
80
|
%
|
||||
Other
general and administrative expenses
|
431,059
|
62
|
%
|
||||
Amortization
of intangible assets
|
103,975
|
15
|
%
|
||||
Total
Operating Expenses
|
10,307,715
|
1,494
|
%
|
||||
Operating
Income (Loss)
|
(10,090,398
|
)
|
-1,462
|
%
|
|||
Interest
income
|
823
|
0
|
%
|
||||
Interest
expense
|
(1,011,321
|
)
|
-147
|
%
|
|||
Other
expenses
|
(21,429
|
)
|
-3
|
%
|
|||
|
|||||||
Net
Income (Loss)
|
$
|
(11,122,325
|
)
|
-1,612
|
%
|
Predecessor
Business
|
|||||||
Three
Months Ended
March
31, 2007
|
|||||||
Net
Sales
|
$
|
104,360
|
100
|
%
|
|||
Cost
of Sales
|
76,802
|
74
|
%
|
||||
Gross
Profit
|
27,558
|
26
|
%
|
||||
Operating
Expenses:
|
|||||||
Employee
compensation and benefits
|
52,320
|
50
|
%
|
||||
Occupancy
and equipment
|
18,666
|
18
|
%
|
||||
Advertising
|
8,474
|
8
|
%
|
||||
Other
general and administrative expenses
|
27,559
|
26
|
%
|
||||
Total
Operating Expenses
|
107,019
|
103
|
%
|
||||
Operating
Income (Loss)
|
(79,461
|
)
|
(76
|
%)
|
|||
|
|||||||
Net
Income (Loss)
|
$
|
(79,461
|
)
|
(76
|
%)
|
Predecessor
Business
|
|||||||
Twelve
Months Ended
December
31, 2006
|
|||||||
Net
Sales
|
$
|
1,838,156
|
100
|
%
|
|||
Cost
of Sales
|
1,182,643
|
64
|
%
|
||||
Gross
Profit
|
655,513
|
36
|
%
|
||||
Operating
Expenses:
|
|||||||
Employee
compensation and benefits
|
209,951
|
11
|
%
|
||||
Occupancy
and equipment
|
190,512
|
10
|
%
|
||||
Advertising
|
90,100
|
5
|
%
|
||||
Professional
fees
|
18,617
|
1
|
%
|
||||
Other
general and administrative expenses
|
123,192
|
7
|
%
|
||||
Total
Operating Expenses
|
632,372
|
34
|
%
|
||||
Operating
Income
|
23,141
|
1
|
%
|
||||
Provision
for income taxes
|
3,471
|
0
|
%
|
||||
Net
Income
|
$
|
19,670
|
1
|
%
|
Issued
|
|
Statement
|
|
|
|
June
2006
|
|
FAS
Interpretation 48 - "Accounting for Uncertainty in Income
Taxes"
|
|
|
|
September
2006
|
|
FAS
157 - “Fair Value Measurements”
|
|
|
|
February
2007
|
|
FAS
159 - “The Fair Value Option for Financial Assets and Financial
Liabilities—Including an amendment of FASB Statement No.
115”
|
December
2007
|
FAS
160 - “Noncontrolling Interests in Consolidated Financial Statements - an
amendment of ARB No. 51”
|
|
December
2007
|
FAS
141 - “Business Combinations (revised 2007)”
|
|
March
2008
|
FAS
161 - “Disclosures about Derivative Instruments and Hedging
Activities”
|
Successor
Business
|
||||
December
31, 2007
|
||||
Current
Assets
|
$
|
545,413
|
||
Current
Liabilities
|
(3,388,677
|
)
|
||
Working
Capital (Deficit)
|
(2,843,264
|
)
|
Cash
Flows Summary:
|
|
|||
|
Year
Ended
|
|||
|
December
31, 2007
|
|||
Cash
Flows (used in) Operating Activities
|
$
|
(2,188,095
|
)
|
|
Cash
Flows (used in) Investing Activities
|
(1,083,733
|
)
|
||
Cash
Flows provided by Financing Activities
|
3,370,040
|
|||
Net
Increase in Cash During Period
|
$
|
98,212
|
Page
|
||||
Report
of Independent Registered Public Accounting Firm
|
50
|
|||
Consolidated
Balance Sheet as of December 31, 2007
|
51
|
|||
Consolidated
Statements of Operations for the period March 9, 2007 (date of
inception)
to
December
31, 2007, and Carve-Out Statements for the three months ended
March 31,
2007
|
|
|||
and
for the year ended December 31, 2006
(Predecessor Business)
|
52
|
|||
Consolidated
Statement of Stockholders’ Equity / (Deficit) for the period March 9, 2007
(date of inception) to December 31, 2007
|
53
|
|||
Consolidated
Statements of Cash Flows for the period March 9, 2007 (date of
inception)
to
December
31, 2007, and Carve-Out Statements for the three months ended
March 31, 2007
|
|
|||
and
for the year ended December 31, 2006
(Predecessor Business)
|
55
|
|||
Notes
to Consolidated Financial Statements
|
57
|
ASSETS
|
||||
Current
assets:
|
||||
Cash
|
$
|
98,212
|
||
Funds
received January 2, 2008 from debt financing
|
270,000
|
|||
Inventories
|
96,883
|
|||
Prepaid
expenses and other current assets
|
80,318
|
|||
Total
current assets
|
545,413
|
|||
|
||||
Property
and equipment, net
|
349,305
|
|||
Finance
fees, net of accumulated amortization of $130,007
|
349,993
|
|||
Intangibles,
net of accumulated amortization of $103,975
|
417,025
|
|||
Goodwill
|
323,684
|
|||
Total
assets
|
$
|
1,985,420
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY / (DEFICIT)
|
||||
|
|
|||
Current
liabilities:
|
||||
Accounts
payable
|
$
|
265,691
|
||
Accounts
payable - related party
|
48,000
|
|||
Other
payables
|
232,223
|
|||
Convertible
debt, in default
|
2,691,875
|
|||
Notes
payable - related parties
|
150,888
|
|||
Total
current liabilities
|
3,388,677
|
|||
|
||||
Convertible
preferred stock of subsidiary (preference in liquidation -
$1,000,000)
|
800,000
|
|||
|
||||
Total
liabilities
|
4,188,677
|
|||
|
||||
Commitments
and contingencies
|
||||
|
||||
Stockholders’
equity / (deficit):
|
||||
Capital
stock:
|
||||
Preferred
stock - par value of $.001; 20,000,000 shares authorized;
|
||||
no
shares issued and outstanding
|
-
|
|||
Common
stock - par value of $.001; 3,000,000,000 shares
authorized;
|
||||
28,832,455
shares issued and outstanding
|
28,832
|
|||
Additional
paid-in capital
|
8,890,236
|
|||
Accumulated
deficit
|
(11,122,325
|
)
|
||
Total
stockholders’ equity / (deficit)
|
(2,203,257
|
)
|
||
Total
liabilities and stockholders’ equity
/ (deficit)
|
$
|
1,985,420
|
See
accompanying notes to consolidated financial
statements.
|
Company
|
Predecessor
Business
|
|||||||||||
Period
from
March
9,
2007
(date
of inception)
to
December
31, 2007
|
Three
Months
Ended
March
31, 2007
|
Twelve
Months
Ended
December
31, 2006
|
||||||||||
Sales
|
$
|
690,103
|
$
|
104,360
|
$
|
1,838,156
|
||||||
Cost
of sales
|
472,786
|
76,802
|
1,182,643
|
|||||||||
Gross
profit
|
217,317
|
27,558
|
655,513
|
|||||||||
Operating
expenses:
|
||||||||||||
Stock
based transaction expense
|
5,131,231
|
-
|
-
|
|||||||||
Research
and development
|
3,140,000
|
-
|
-
|
|||||||||
Employee
compensation and benefits
|
618,827
|
52,320
|
209,951
|
|||||||||
Professional
fees
|
550,590
|
8,474
|
18,617
|
|||||||||
Other
general and administrative
|
431,059
|
19,085
|
123,192
|
|||||||||
Advertising
|
199,981
|
8,474
|
90,100
|
|||||||||
Amortization
of intangible assets
|
103,975
|
-
|
-
|
|||||||||
Occupancy
and equipment
|
132,052
|
18,666
|
190,512
|
|||||||||
Income
(loss) from operations
|
(10,090,398
|
)
|
(79,461
|
)
|
23,141
|
|||||||
Other
income (expense):
|
||||||||||||
Interest
income
|
823
|
-
|
-
|
|||||||||
Interest
expense
|
(1,011,321
|
)
|
-
|
-
|
||||||||
Other
expenses
|
(21,429
|
)
|
-
|
-
|
||||||||
Net
income (loss) before income taxes
|
(11,122,325
|
)
|
(79,461
|
)
|
23,141
|
|||||||
Income
taxes
|
-
|
-
|
3,471
|
|||||||||
Net
income (loss)
|
$ |
(11,122,325
|
)
|
$ |
(79,461
|
)
|
$
|
19,671
|
||||
Net
income (loss) per share:
|
||||||||||||
Basic
|
$ |
(0.45
|
)
|
$ |
(0.01
|
)
|
$
|
0.00
|
||||
Diluted
|
$ |
(0.45
|
)
|
$ |
(0.01
|
)
|
$
|
0.00
|
||||
Weighted
average shares outstanding:
|
||||||||||||
Basic
|
26,086,926
|
7,000,000
|
7,000,000
|
|||||||||
Diluted
|
26,086,926
|
7,000,000
|
7,000,000
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in Capital
|
Accumulated
Deficit
|
Total
|
||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||
Balances,
March 9, 2007 (inception)
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
|
||||||||||||||||||||||
Common
stock sold to founders for cash
|
-
|
-
|
-
|
57,279
|
-
|
57,279
|
||||||||||||||||
|
||||||||||||||||||||||
Stock-based
transaction expense related to common stock sold to
founders
|
-
|
-
|
-
|
5,131,231
|
-
|
5,131,231
|
||||||||||||||||
|
||||||||||||||||||||||
Net
liabilities assumed in the recapitalization on April 20,
2007
|
-
|
-
|
-
|
(1,677,020
|
)
|
-
|
(1,677,020
|
)
|
||||||||||||||
Common
stock issued in exchange for net liabilities in the recapitalization
on
April 20, 2007
|
-
|
-
|
673,356
|
673
|
(673
|
)
|
-
|
-
|
||||||||||||||
|
||||||||||||||||||||||
Preferred
stock issued in reverse merger on April 20, 2007
|
343,610
|
343
|
-
|
(343
|
)
|
-
|
-
|
|||||||||||||||
|
||||||||||||||||||||||
Common
stock warrants issued in connection with issuance of convertible
debentures on April 20, 2007
|
-
|
-
|
-
|
238,932
|
-
|
238,932
|
||||||||||||||||
|
||||||||||||||||||||||
Beneficial
conversion feature of convertible debt instruments issued or assumed
on
April 20, 2007
|
-
|
-
|
-
|
923,841
|
-
|
923,841
|
||||||||||||||||
|
||||||||||||||||||||||
Conversion
of preferred stock to common stock on June 21, 2007
|
(343,610
|
)
|
(343
|
)
|
22,907,323
|
22,907
|
(22,564
|
)
|
-
|
-
|
||||||||||||
|
||||||||||||||||||||||
Common
stock issued on conversion of convertible debentures by YA
Global
|
-
|
-
|
574,807
|
575
|
228,425
|
-
|
229,000
|
|||||||||||||||
|
||||||||||||||||||||||
Common
stock issued for purchase of BSI on July 2, 2007
|
-
|
-
|
3,333,333
|
3,333
|
1,996,667
|
-
|
2,000,000
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in Capital
|
Accumulated
Deficit
|
Total
|
||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||
Fair
value of options granted in conjunction with the purchase of BSI
on July
2, 2007
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
48,181
|
$
|
-
|
$
|
48,181
|
||||||||||
|
||||||||||||||||||||||
Common
stock warrants issued in connection with the issuance of convertible
debentures on July 2, 2007
|
-
|
-
|
-
|
-
|
1,104,405
|
-
|
1,104,405
|
|||||||||||||||
|
||||||||||||||||||||||
Beneficial
conversion feature of convertible debentures issued on July 2,
2007
|
-
|
-
|
-
|
-
|
348,287
|
-
|
348,287
|
|||||||||||||||
Cash
paid in lieu of fractional shares from reverse stock split on August
1,
2007
|
-
|
-
|
(114
|
)
|
-
|
(68
|
)
|
-
|
(68
|
)
|
||||||||||||
|
||||||||||||||||||||||
Common
stock issued on October 5, 2007 for conversion of convertible debentures
by YA Global
|
-
|
-
|
1,343,750
|
1,344
|
213,656
|
-
|
215,000
|
|||||||||||||||
|
||||||||||||||||||||||
Beneficial
conversion feature of convertible debentures issued on December 31,
2007
|
-
|
-
|
-
|
-
|
221,663
|
-
|
221,663
|
|||||||||||||||
|
||||||||||||||||||||||
Reduction
in exercise price of existing common stock warrants in connection
with the
December 31, 2007 debentures
|
-
|
-
|
-
|
-
|
78,337
|
-
|
78,337
|
|||||||||||||||
|
||||||||||||||||||||||
Net
loss for the period
|
-
|
-
|
-
|
-
|
-
|
(11,122,325
|
)
|
(11,122,325
|
)
|
|||||||||||||
Balances,
December 31, 2007
|
-
|
$
|
-
|
28,832,455
|
$
|
28,832
|
$
|
8,890,236
|
$
|
(11,122,325
|
)
|
$
|
(2,203,257
|
)
|
Company
|
|
Predecessor
Business
|
|
|||||||||
Cash
flows provided by (used in) operating
activities:
|
|
March
9, 2007
(date
of inception) to December
31,
2007
|
|
Three Months
Ended
March
31, 2007
|
|
Twelve Months
Ended
December
31, 2006
|
||||||
Net
income (loss)
|
$
|
(11,122,325
|
)
|
$
|
(79,461
|
)
|
$
|
19,671
|
||||
Adjustments
to reconcile net income (loss) to net cash
flows
from operating activities:
|
||||||||||||
Depreciation
and amortization
|
256,767
|
471
|
11,723
|
|||||||||
Accrued
interest and amortization of debt discounts
|
936,372
|
-
|
-
|
|||||||||
Stock-based
transaction expense
|
5,131,231
|
-
|
-
|
|||||||||
Research
and development expense
|
3,140,000
|
-
|
-
|
|||||||||
Write
off of acquired fixed assets
|
22,931
|
-
|
-
|
|||||||||
Changes
in operating assets and liabilities, net:
|
||||||||||||
Accounts
receivable
|
-
|
-
|
11,198
|
|||||||||
Inventories
|
(63,990
|
)
|
26,151
|
109,470
|
||||||||
Other
current assets
|
(349,877
|
)
|
11,915
|
(15,802
|
)
|
|||||||
Accounts
payable and accrued expenses
|
(154,770
|
)
|
(5,857
|
)
|
29,835
|
|||||||
Other
payables
|
15,566
|
-
|
-
|
|||||||||
Customer
deposits
|
-
|
(12,224
|
)
|
(19,425
|
)
|
|||||||
Net
cash flows (used in) provided by operating activities
|
(2,188,095
|
)
|
(59,005
|
)
|
146,670
|
|||||||
|
||||||||||||
Cash
flows provided by (used in) investing
activities:
|
||||||||||||
Acquisition
of FuelMeister assets
|
(494,426
|
) |
-
|
-
|
||||||||
Acquisition
of Biodiesel Solutions
|
(422,014
|
)
|
-
|
-
|
||||||||
Refund
of Deposit
|
-
|
-
|
5,376
|
|||||||||
Purchases
of property and equipment
|
(167,293
|
)
|
-
|
(2,267
|
)
|
|||||||
Net
cash flows (used in) provided by investing activities
|
(1,083,733
|
)
|
-
|
3,109
|
||||||||
|
||||||||||||
Cash
flows (used in) provided by financing
activities:
|
||||||||||||
Proceeds
from issuance of common stock
|
57,279
|
-
|
-
|
|||||||||
Proceeds
from issuance of warrants
|
1,421,674
|
-
|
-
|
|||||||||
Proceeds
from beneficial conversion features
|
798,360
|
|||||||||||
Proceeds
from long-term debt
|
1,422,795
|
-
|
-
|
|||||||||
Payment
of debt issuance costs
|
(480,000
|
)
|
-
|
-
|
||||||||
Proceeds
from notes payable
|
150,000
|
-
|
-
|
|||||||||
Payment
for fractional shares
|
(68
|
)
|
-
|
-
|
||||||||
Net
contributions (distributions) from (to) owner
|
-
|
31,953
|
(374,003
|
)
|
||||||||
Net
cash flows provided by (used in) financing
activities
|
3,370,040
|
31,953
|
(374,003
|
)
|
||||||||
Net
change in cash
|
98,212
|
(27,052
|
)
|
(224,224
|
)
|
|||||||
Cash
and cash equivalents - beginning of period
|
-
|
52,626
|
276,850
|
|||||||||
Cash
and cash equivalents - end of period
|
$
|
98,212
|
$
|
25,574
|
$
|
52,626
|
Company
|
|
Predecessor
Business
|
|
|||||||||
Cash
flows from (used by) operating activities:
|
|
March
9, 2007
(date
of inception) to
December
31, 2007
|
|
Three
Months
Ended
March
31, 2007
|
|
Twelve
Months
Ended
December
31, 2006
|
||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Interest
paid
|
$
|
1,927
|
$
|
-
|
$
|
-
|
||||||
Income
taxes paid
|
-
|
-
|
-
|
Supplemental
disclosures of non-cash
|
||||||||||||
investing
and financing activities:
|
||||||||||||
Net
liabilities assumed in a recapitalization
|
$
|
1,677,020
|
$
|
-
|
$
|
-
|
1. |
Business,
basis of presentation and significant accounting
policies
|
1. |
Business,
basis of presentation and significant accounting policies
(continued):
|
1. |
Business,
basis of presentation and significant accounting policies
(continued):
|
Three Months
Ended
March
31, 2007
|
|
Year
Ended
December
31, 2006
|
|
||||
Revenue
|
-
|
|
-
|
||||
Cost
of goods sold
|
-
|
-
|
|||||
Gross
profit
|
-
|
-
|
|||||
|
|||||||
Operating
expenses:
|
|||||||
Rent
and utilities
|
$
|
33,196
|
$
|
131,002
|
|||
Employee
costs
|
43,071
|
163,776
|
|||||
Employee
bonuses
|
-
|
32,003
|
|||||
Engineering
materials
|
23,753
|
206,684
|
|||||
Depreciation
|
-
|
10,946
|
|||||
Other
costs
|
18,393
|
48,564
|
|||||
|
118,413
|
592,975
|
|||||
Loss
from operations excluded
|
$
|
(118,413
|
)
|
$
|
(592,975
|
)
|
1. |
Business,
basis of presentation and significant accounting policies
(continued):
|
1.
|
Business,
basis of presentation and significant accounting policies
(continued):
|
1.
|
Business,
basis of presentation and significant accounting policies
(continued):
|
1.
|
Business,
basis of presentation and significant accounting policies
(continued):
|
1.
|
Business,
basis of presentation and significant accounting policies
(continued):
|
2.
|
Acquisitions
|
Net
liabilities assumed:
|
|
|||
Accounts
payable
|
$
|
203,992
|
||
Long
term debt, including accrued interest
|
1,473,028
|
|||
Net
liabilities assumed
|
$
|
1,677,020
|
2. |
Acquisitions
(continued):
|
Net
assets acquired:
|
|
|||
Inventory
|
$
|
34,426
|
||
Fixed
assets
|
9,145
|
|||
Website
domain
|
50,150
|
|||
Tradename
|
118,000
|
|||
Customer
lists, engineering drawings and other intangibles
|
189,000
|
|||
Goodwill
|
93,705
|
|||
Net
assets acquired
|
$
|
494,426
|
2.
|
Acquisitions
(continued):
|
3,333,333
shares of common stock
|
$
|
2,000,000
|
||
1,000,000
shares of preferred stock of BSI
|
800,000
|
|||
96,400
common stock options
|
48,181
|
|||
Note
receivable from BSI reclassified to contributed capital
|
200,000
|
|||
Cash
paid, net of $77,986 cash acquired
|
422,014
|
|||
Total
purchase price
|
$
|
3,470,195
|
|
Purchase
Price
|
|
Asset
Life
|
|
|||
|
|
Allocation
|
|
In
Years
|
|||
Working
capital, net and excluding cash acquired
|
$
|
(204,231
|
)
|
-
|
|||
Fixed
assets
|
90,447
|
3
- 10
|
|||||
In
process research and development
|
3,140,000
|
-
|
|||||
Employee
contracts
|
114,000
|
2
|
|||||
Non-compete
agreements
|
100,000
|
1.5
|
|||||
Goodwill
|
229,979
|
Indefinite
|
|||||
Net
Assets Acquired
|
$
|
3,470,195
|
Goodwill
Amortization
|
|
|
|
|
|
|||||||||||||||||
Tax
Purposes
|
|
|
|
|
|
|||||||||||||||||
|
|
Total
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
Thereafter
|
||||||||||
FuelMeister
|
4/20/2007
|
$
|
93,705
|
$
|
14,056
|
$
|
18,741
|
$
|
18,741
|
$
|
18,741
|
$
|
23,426
|
|||||||||
BSI
|
7/2/2007
|
229,979
|
22,998
|
45,996
|
45,996
|
45,996
|
68,993
|
|||||||||||||||
Total
|
$
|
323,684
|
$
|
37,054
|
$
|
64,737
|
$
|
64,737
|
$
|
64,737
|
$
|
92,419
|
2. |
Acquisitions
(continued):
|
For
The Twelve Months Ended December
31,
|
|||||||
|
2007
|
2006
|
|||||
Revenues
|
$
|
1,186,466
|
$
|
1,838,156
|
|||
Loss
from Operations
|
$
|
(2,323,853
|
)
|
$
|
(8,973,085
|
)
|
|
Net
Loss
|
$
|
(3,981,286
|
)
|
$
|
(11,235,159
|
)
|
|
Per
Share - basic and fully diluted
|
$
|
(0.14
|
)
|
$
|
(0.42
|
)
|
|
Weighted
average shares outstanding
|
27,488,705
|
26,957,566
|
3. |
Property
& equipment
|
Computer
equipment and software
|
$
|
44,538
|
||
Production
and shop equipment
|
64,614
|
|||
Vehicles
|
3,303
|
|||
Tenant
improvements
|
102,501
|
|||
Greenhouses
and improvements
|
89,247
|
|||
Office
furniture and equipment
|
17,737
|
|||
Website
domain
|
50,150
|
|||
Less
accumulated depreciation and amortization
|
372,090
|
|||
Property
and equipment - net
|
22,785
|
|||
$
|
349,305
|
4.
|
Inventory
|
Raw
materials
|
$
|
95,342
|
||
Work-in-process
|
1,541
|
|||
|
$
|
96,883
|
5. |
Intangible
assets
|
|
As
of December 31, 2007
|
|
|||||||||||
|
Gross
Amount
|
Accumulated
Amortization
|
Net
Amount
|
Useful
lives
(Years)
|
|||||||||
Amortized
Intangible Assets:
|
|
|
|
|
|||||||||
Customer
lists
|
$
|
70,000
|
$
|
3,500
|
$
|
66,500
|
15
|
||||||
Engineering
drawings
|
70,000
|
10,500
|
59,500
|
5
|
|||||||||
Non-compete
agreement
|
146,000
|
50,492
|
95,508
|
1.5
- 2
|
|||||||||
Tradename
|
118,000
|
8,850
|
109,150
|
10
|
|||||||||
Patent
application
|
3,000
|
2,250
|
750
|
1
|
|||||||||
Employment
agreements
|
|
114,000
|
|
28,383
|
|
85,617
|
2
|
||||||
|
$
|
521,000
|
$
|
103,975
|
$
|
417,025
|
|||||||
|
|||||||||||||
Financing
Fees
|
$
|
480,000
|
$
|
130,007
|
$
|
349,9932
|
2
|
||||||
|
|||||||||||||
Unamortized
Intangible Assets:
|
|||||||||||||
Goodwill
|
$
|
323,684
|
|||||||||||
Aggregate
Amortization Expense:
|
|||||||||||||
Period
ended December 31, 2007
|
$
|
233,982
|
Intangibles
|
||||
December
31, 2008
|
$
|
177,975
|
||
December
31, 2009
|
64,834
|
|||
December
31, 2010
|
30,467
|
|||
December
31, 2011
|
30,467
|
|||
December
31, 2012
|
19,967
|
|||
Thereafter
|
93,315
|
|||
|
$
|
417,025
|
||
Financing
Fees
|
||||
December
31, 2008
|
$
|
240,000
|
||
December
31, 2009
|
109,993
|
|||
|
$
|
349,993
|
5. |
Intangible
assets (continued):
|
FuelMeister
|
$
|
93,705
|
||
BSI
|
229,979
|
|||
$
|
323,684
|
6. |
Convertible
debt
|
At December 31, 2007, long-term debt consists of the following: | ||||
New obligations: | ||||
YA
Global Investments, L.P., $1,000,000 convertible debenture, due
April 20,
2009 , including interest at prime + 2.75% (10% at December 31,
2007)
|
$
|
1,075,128
|
||
Less
unamortized discount from warrants and beneficial conversion feature
(a)
|
(332,134
|
)
|
||
|
742,994
|
|||
YA
Global Investments, L.P., $400,000 convertible debenture, due May
31,
2009, including interest at prime + 2.75% (10% at December 31,
2007)
|
424,991
|
|||
Less
unamortized discount from beneficial conversion feature
(a)
|
(399,317
|
)
|
||
|
25,674
|
|||
|
||||
YA
Global Investments, L.P, $2,000,000 convertible debenture, due
July 2,
2009, including interest at prime + 2.75% (10% at December 31,
2007)
|
2,106,247
|
|||
Less
unamortized discount from warrants and beneficial conversion feature
(b)
|
(1,313,272
|
)
|
||
|
792,975
|
|||
YA
Global Investments, L.P., $300,000 convertible debenture, due December
31,
2009, including interest at prime + 2.75% (10% at December 31,
2007)
|
300,000
|
|||
Less
unamortized discount from warrants and beneficial conversion feature
(b)
|
(300,000
|
)
|
||
|
-
|
|||
Total
new obligations
|
$
|
1,561,643
|
||
|
||||
Prior
obligations:
|
||||
Montgomery
Equity Partners, Ltd., $322,220 15% convertible debenture, due
on demand,
including accrued interest of $152,904 (c)
|
$
|
475,124
|
||
|
||||
Montgomery
Equity Partners, Ltd., $300,000 15% convertible debenture, due
on demand,
including accrued interest of $90,370 (c)
|
390,370
|
|||
LH
Financial, $156,080 18% convertible promissory note, due on demand,
including accrued interest of $108,658 (c)
|
264,738
|
|||
Total
prior obligations
|
1,130,232
|
|||
|
||||
Total
convertible debt obligations
|
2,691,875
|
|||
|
||||
Less:
obligations in default classified as current (c)
|
2,691,875
|
|||
|
$ | - |
6. |
Convertible
debt (continued):
|
6. |
Convertible
debt (continued):
|
6. |
Convertible
debt (continued):
|
6. |
Convertible
debt (continued):
|
6. |
Convertible
debt (continued):
|
6. |
Convertible
debt (continued):
|
7. |
Lease
commitments
|
8. |
Related
parties - accounts and notes
payable
|
9. |
Stockholders’
equity
|
9. |
Stockholders’
equity (continued):
|
9. |
Stockholders’
equity (continued):
|
10.
|
Employee
stock option plan
|
11. |
Common
stock warrants
|
Exercise
Price
|
Expiration
Date
|
Number
of Warrants
|
|||||
$0.015
|
April
22, 2010
|
6,667
|
|||||
$0.001
|
April
20, 2012
|
1,200,000
|
|||||
$0.900
|
July
2, 2012
|
1,050,000
|
|||||
$0.001
|
July
2, 2012
|
1,200,000
|
|||||
3,456,667
|
12. |
Income
taxes
(continued):
|
|
2007
|
|||
Current:
|
||||
Federal
|
$
|
-
|
||
State
|
-
|
|||
Deferred
income taxes
|
-
|
|||
$ |
-
|
|
2007
|
|||
Share
based payments
|
16,382
|
|||
Amortization
of goodwill
|
(4,199
|
)
|
||
Net
operating loss carry forwards
|
3,761,599
|
|||
Net
deferred tax assets (liabilities)
|
3,773,782
|
|||
Valuation
allowances
|
(3,773,782
|
)
|
||
Net
deferred taxes, after valuation allowances
|
$
|
-
|
12. |
Income
taxes (continued):
|
|
2007
|
|||
Federal
income at the statutory rate
|
(34.00
|
%)
|
||
Composite
state rate, net of Federal benefit
|
0
|
%
|
||
Non-taxable
income items
|
-
|
|||
Change
in the valuation allowance
|
34.00
|
%
|
||
Effective
income tax rate
|
-
|
13. |
Other
commitments and
contingencies
|
14. |
Subsequent
events
|
1.
|
the
application of accounting principles to any specified transaction,
either
completed or proposed, or the type of audit opinion that might be
rendered
on our financial statements, and neither a written report was provided
to
our company nor oral advice was provided by Kingery & Crouse PA that
was an important factor considered by our company in reaching a decision
as to the accounting, auditing or financial reporting issue;
or
|
2.
|
any
matter that was either the subject of disagreement or event, as defined
in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction
to
Item 304 of Regulation S-B, or a reportable event, as that term is
explained in Item 304(a)(1)(iv)(A) of Regulation
S-B.
|
Name
|
Age
|
Position
|
||
John
King
|
41
|
Chief
Executive Officer and Chief Financial Officer
|
||
David
Marks
|
39
|
Director
|
Name
& Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards($)
|
Option
Awards ($)
|
All
Other Compensation (1) ($)
|
Total
($)
|
|||||||||||||||
John
King, CEO & CFO
|
2007
|
83,923
|
* |
-
|
-
|
-
|
-
|
83,923
|
||||||||||||||
2006
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
Donna
Silverman,
Former
President, CEO &
|
2007
|
-
|
-
|
* |
-
|
-
|
||||||||||||||||
CFO
|
2006
|
51,195
|
** |
-
|
-
|
* |
-
|
-
|
51,195
|
(i)
|
each
person known to beneficially own more than five percent of our common
stock;
|
(ii)
|
each
of our officers, directors and nominees for election as director;
and
|
(iii)
|
all
of our directors and executive officers as a
group.
|
Name
of Beneficial Owner (1)
|
Common
Stock
Beneficially
Owned
|
|
Percentage
of
Common
Stock (2)
|
|
|||
John
King
|
2,300,000
|
7.48
|
%
|
||||
David
Marks SEP IRA(3)
|
2,700,000
|
8.77
|
%
|
||||
Frank
Crivello SEP IRA (4)
|
13,333,333
|
43.33
|
%
|
||||
Senegis
LLC (5)
|
1,847,333
|
6.00
|
%
|
||||
All
officers and directors as a group (2 persons)
|
5,000,000
|
16.25
|
%
|
(1)
|
Except
as otherwise indicated, the address of each beneficial owner is c/o
Renewal Fuels, Inc., 1818 North Farwell Avenue, Milwaukee, Wisconsin
53202.
|
(2)
|
Applicable
percentage ownership is based on an assumption of 30,774,476 shares
of
common stock outstanding as of March 31, 2008 together with other
securities exercisable or convertible into shares of common stock
within
60 days of such date by each stockholder.
|
(3)
|
Of
the shares attributed to Mr. Marks, 200,000 shares are registered
in the
name of the Irrevocable Children’s Trust (“ICT”) and 200,000 are
registered in the name of Phoenix Investors, LLC (“Phoenix). Phoenix is
controlled by ICT and Mr. Marks is a trustee of
ICT.
|
(4)
|
Mr.
Crivello is also the managing member of Crivello Group, LLC which
owns
666,666 shares of common stock.
|
|
|
|
(5)
|
Lyanne
Greystoke has voting power with respect to the shares owned by Senegis
LLC
|
Exhibit
Number
|
|
Description
|
|
3.1
|
|
Amendment
to Certificate of Incorporation of Tech Laboratories, Inc.
(1)
|
|
|
|
|
|
3.2
|
|
Amended
and Restated By-laws of Tech Laboratories, Inc. (1)
|
|
|
|
|
|
10.1
|
|
Agreement
and Plan of Merger, dated April 20, 2007, among Tech Laboratories,
Inc.,
Renewal Fuels Acquisitions, Inc. and Renewal Fuels, Inc.
(1)
|
|
|
|
|
|
10.2
|
|
Asset
Purchase Agreement, dated March 30, 2007, among Crivello Group, LLC,
Renewal Fuels, Inc. and Biodiesel Solutions, Inc. (1)
|
|
|
|
|
|
10.3
|
|
Securities
Purchase Agreement, dated April 20, 2007, by and between Tech
Laboratories, Inc. and Cornell Capital Partners L.P.
(1)
|
|
|
|
|
|
10.4
|
|
$1,000,000
principal amount Secured Convertible Debenture, dated April 20, 2007,
by
and between Tech Laboratories, Inc. and Cornell Capital Partners
L.P.
(1)
|
|
|
|
|
|
10.5
|
|
Warrant
to purchase 18,000,000 shares of Common Stock of Tech Laboratories,
Inc.
dated April 20, 2007 (1)
|
|
|
|
|
|
10.6
|
|
Registration
Rights Agreement, dated April 20, 2007, by and between Tech Laboratories,
Inc. and Cornell Capital Partners L.P. (1)
|
|
|
|
|
|
10.7
|
|
Pledge
and Escrow Agreement, dated April 20, 2007, by and between Tech
Laboratories, Inc., David Gonzalez and Cornell Capital Partners L.P.
(1)
|
|
|
|
|
|
10.8
|
|
Restated
Security Agreement, dated April 20, 2007, by and between Tech
Laboratories, Inc. and Cornell Capital Partners L.P.
(1)
|
|
|
|
|
|
10.9
|
|
Services
Agreement between Renewal Fuels, Inc. and Biodiesel Solutions, Inc.,
dated
as of March 30, 2007 (1)
|
|
|
|
|
|
10.10
|
|
Settlement
Agreement between Tech Laboratories, Inc. and Stursburg & Veith, dated
as of April 25, 2007 (1)
|
|
|
|
|
|
10.11
|
|
Amendment
No. 1 to Secured Convertible Debenture No. TCHL-1-1, dated May 31,
2007,
by and between Tech Laboratories, Inc. and Cornell Capital Partners
L.P.
(2)
|
|
|
|
|
|
10.12
|
|
Amended
and Restated $1,000,000 principal amount Secured Convertible Debenture,
dated May 31, 2007, by and between Tech Laboratories, Inc. and Cornell
Capital Partners L.P. (2)
|
|
|
|
|
10.13
|
|
Amendment
No. 1 to Secured Convertible Debenture No. TCHL-1-2, dated May 31,
2007,
by and between Tech Laboratories, Inc. and Cornell Capital Partners
L.P.
(2)
|
|
|
|
|
|
10.14
|
|
$400,000
principal amount Secured Convertible Debenture, dated May 31, 2007,
by and
between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
(2)
|
|
|
|
|
|
10.15
|
|
$300,000
principal amount Secured Convertible Debenture, dated December 27,
2005,
by and between Tech Laboratories, Inc. and Montgomery Equity Partners,
Ltd. (incorporated by reference to the exhibits to Registrant’s Form 8-K
filed on January 10, 2006).
|
|
|
|
|
|
10.16
|
|
Amendment
No. 1 to Secured Convertible Debenture No. MEP-2, dated May 31, 2007,
by
and between Tech Laboratories, Inc. and Montgomery Equity Partners,
Ltd.
(2)
|
|
|
|
|
|
10.17
|
|
Amended
and Restated $537,220 principal amount Secured Convertible Debenture,
dated December 27, 2005, by and between Tech Laboratories, Inc. and
Montgomery Equity Partners, Ltd. (incorporated by reference to the
exhibits to Registrant’s Form 8-K filed on January 10,
2006).
|
|
|
|
|
|
10.18
|
|
Amendment
No. 1 to Secured Convertible Debenture No. MEP-3, dated May 31, 2007,
by
and between Tech Laboratories, Inc. and Montgomery Equity Partners,
Ltd.
(2)
|
|
|
|
|
|
10.19
|
|
Agreement
and Plan of Merger, dated July 2, 2007, among Tech Laboratories,
Inc., BSI
Acquisitions, Inc. and Biodiesel Solutions, Inc.
(3)
|
10.20
|
|
Securities
Purchase Agreement, dated July 2, 2007, by and between Tech Laboratories,
Inc. and Cornell Capital Partners L.P. (3)
|
|
|
|
|
|
10.21
|
|
$2,000,000
principal amount Secured Convertible Debenture, dated July 2, 2007,
by and
between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
(3)
|
|
|
|
|
|
10.22
|
|
Warrant
to purchase 33,750,000 shares of Common Stock of Tech Laboratories,
Inc.
dated July 2, 2007 (3)
|
|
|
|
|
|
10.23
|
|
Amendment
No. 1 to Registration Rights Agreement, dated July 2, 2007, by and
between
Tech Laboratories, Inc. and Cornell Capital Partners L.P.
(3)
|
|
|
|
|
|
10.24
|
|
Security
Agreement, dated July 2, 2007, by and between Biodiesel Solutions,
Inc.,
Renewal Fuels, Inc. and Cornell Capital Partners L.P.
(3)
|
|
|
|
|
|
10.25
|
Promissory
Note issued to Phoenix Investors, LLC by Renewal Fuels, Inc., dated
December 13, 2007. (4)
|
||
10.26
|
Promissory
Note issued to John King by Renewal Fuels, Inc., dated December 13,
2007.
(4)
|
||
10.27
|
Promissory
Note issued to Rudolph A. Wiedemann by Renewal Fuels, Inc., dated
December
13, 2007. (4)
|
||
10.28
|
Amendment
to Securities Purchase Agreement, December 31, 2007, by and between
Renewal Fuels, Inc. and YA Global Investments, L.P. (4)
|
||
10.29
|
$300,000
principal amount Secured Convertible Debenture, dated December 31,
2007,
by and between Renewal Fuels, Inc. and YA Global Investments, L.P.
(4)
|
||
31.1
|
|
Certification
by Chief Executive Officer and Chief Financial Officer pursuant to
Rule
13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
|
Certification
by Chief Executive Officer and Chief Financial Officer pursuant to
18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
(1) Incorporated
by reference to Form 8-K filed on April 26, 2007
(2) Incorporated
by reference to Form 8-K filed on June 8, 2007
(3) Incorporated
by reference to Form 8-K filed on July 6, 2007
(4)
Incorporated by reference to Form 8-K filed on January 17,
2008
|
|
|
|
Dated: April
15, 2008
|
By:
|
/s/ John
King
John
King,
|
|
Chief Executive Officer and Chief | |
|
|
Financial
Officer
(Principal
Financial and Accounting Officer)
|
Dated: April
15, 2008
|
By:
|
/s/
David
Marks
David
Marks, Director
|
Dated: April
15, 2008
|
By:
|
/s/ John
King
John
King,
|
|
Chief
Executive Officer and Chief
Financial
Officer
|
|
|
|
(Principal
Financial and Accounting Officer)
|
Dated: April
15, 2008
|
By:
|
/s/
David
Marks
David
Marks, Director
|
1.
|
I
have reviewed this annual report on Form 10-KSB of Renewal Fuels,
Inc..for
the fiscal year ended December 31,
2007;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of
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
small
business issuer as of, and for, the periods presented in this
report;
|
4.
|
I
am responsible for establishing and maintaining disclosure controls
and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for
the small business issuer and have:
|
a.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to me by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
b.
|
Paragraph
omitted in accordance with SEC transition instructions contained
in SEC
Release No. 33-8238;
|
c.
|
Evaluated
the effectiveness of the small business issuer'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 small business issuer's internal
control
over financial reporting that occurred during the registrant's fourth
fiscal quarter that has materially affected, or is reasonably likely
to
materially affect, the small business issuer's internal control over
financial reporting; and
|
5.
|
I
have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the small business issuer'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 small business issuer'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 small business issuer's
internal control over financial
reporting.
|
Dated:
April 15, 2008
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By:
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/s/ John
King
John King
Chief Executive Officer and
Chief
Financial Officer (Principal
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(1)
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The
report fully complies with the requirements of section 13(a) or 15(d)
of
the Securities Exchange Act of 1934;
and
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(2)
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The
information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
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Dated:
April 15, 2008
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By: |
/s/ John
King
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John
King
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Chief
Executive Officer and
Chief
Financial Officer (Principal
Financial
and Accounting Officer)
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