renewalfuels_8k-043008.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): April 30, 2008
RENEWAL
FUELS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-27592
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22-1436279
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1818
North Farwell Avenue, Milwaukee, Wisconsin 53202
(Address
of principal executive offices) (Zip Code)
Copies
to:
Thomas A.
Rose, Esq.
Andrew M.
Smith, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
On April 28, 2008, Renewal Fuels, Inc. (the “Company”) entered
into a Forbearance Agreement (the “Agreement”) with Montgomery Equity Partners,
Ltd. (“Montgomery”) and YA Global Investments, L.P.
(“YA”). Montgomery and YA (collectively, “Lenders”) are holders of
secured convertible indebtedness of the Company (the “Indebtedness”) having an
aggregate principal balance of approximately $4,249,720, and aggregate accrued
unpaid interest of approximately $562,920.23, as of April 21,
2008.
Pursuant
to the Agreement, the Company gave formal written notice to the Lenders of
events constituting defaults under the notes and other documents evidencing and
securing the Indebtedness (the “Loan Documents”), that are continuing, including
the Company’s failure to repay a portion of the Indebtedness that had
matured.
Pursuant
to the Agreement, Lenders agreed to forbear from exercising their rights and
remedies under the Loan Documents until September 30, 2008, unless and until
there is a new default under the Loan Documents. In connection with
the Forbearance Agreement, the Company agreed (a) to amend the warrant entitling
YA to purchase 1,050,000 common shares of the Company, to reduce the exercise
price to $.001 per share; (b) to increase the interest rate payable on the
Indebtedness to 13% per annum; (c) to allow the Company to prepay the
Indebtedness at any time prior to September 30,2008; (d) to extend the maturity
of the portion of the debentures due December 28, 2006 (evidencing a portion of
the Indebtedness in the aggregate principal amount of $549,720, and being the
only portion of the Indebtedness that has or will mature prior to September
30,2008) to September 30, 2008; and (e) for the Company’s cash deposits, to
enter into a Deposit Account Control Agreement with a bank that, upon the
earlier of a new default under the Loan Documents or September 30, 2008, gives
YA exclusive and immediate control over the Company’s cash deposits in such
account.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
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Description
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10.1
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Forbearance
Agreement, April 28, 2008, by and among Renewal Fuels, Inc., Montgomery
Equity Partners, Ltd. and YA Global Investments,
L.P.
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Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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RENEWAL FUELS,
INC. |
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By:
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/s/ Bryan
Chance |
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Name: |
Bryan
Chance |
|
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Title: |
Chief
Executive Officer and Chief Financial Officer |
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