UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A (No.2)
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X
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ANNUAL
REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES ACT OF
1934
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For
the fiscal year ended December 31, 2007
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TRANSITION
REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
File Number 000-30172
Renewal Fuels,
Inc.
(Name of
small business issuer in its charter)
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Delaware
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22-1436279
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(State
or other jurisdiction of incorporation)
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(I.R.S
Employer Identification Number)
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1818
North Farwell Avenue
Milwaukee,
Wisconsin
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53202
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(Address
of principal executive offices)
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(Zip
Code)
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Issuer’s
telephone number
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(414)
283-2625
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Securities
registered under section 12(b) of the Exchange Act:
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Title
of each class
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Name
of each exchange on which registered
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None
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None
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Securities
registered under section 12(g) of the Exchange Act:
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Common
Stock, par value $0.001
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(Title
of class)
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Check
whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.
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Check
whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the
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Yes
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X
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No
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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.
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Check
if there is no disclosure of delinquent filers in response to Item 405 or
Regulation S-B contained in this form,
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X
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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.
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule
12(b)-2
of the Exchange Act.
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Yes
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No
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X
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State
the issuer’s revenue for its most recent fiscal year.
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$690,103
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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:
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$615,490
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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:
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30,774,476
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DOCUMENTS
INCORPORATED BY REFERENCE
If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and, (3) any prospectus filed pursuant to 424(b)
or (c) under the Securities Act of 1933 (“Securities Act”).
NONE
The
amended annual report of Renewal Fuels, Inc. (the “Company”), filed on Form
10-KSB/A with the Securities and Exchange Commission (the “SEC”) on September
18, 2008, is hereby amended solely to correct the disclosure required by the
provisions of Item 308T(a)(3) of Regulation S-B.
Item
8T. Management’s Report of Internal Control over Financial
Reporting.
We are
responsible for establishing and maintaining adequate internal control over
financial reporting in accordance with Exchange Act Rule 13a-15. With the
participation of our Chief Executive Officer, who also is our Principal
Financial Officer , our management conducted an evaluation of the effectiveness
of our internal control over financial reporting as of December 31, 2007, based
on the criteria established in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Given the
Company’s corporate history, as a private company until April 2007, that
completed an acquisition of an operating business in March 2007 and another
business in July 2007, this was the initial evaluation by management of such
controls.
In its
evaluation, management evaluated whether the Company had sufficient “preventive
controls” which are controls that have the objective of preventing the
occurrence of errors or fraud that could result in a misstatement of the
financial statements, and “detective controls” which have the objective of
detecting errors or fraud that has already occurred that could result in a
misstatement of the financial statements. In its evaluation,
management considered whether there were sufficient internal controls over
financial reporting, in the context of the Company’s control environment,
financial risk assessment, internal control activities, monitoring, and
communication to determine whether sufficient controls are present and
functioning effectively.
Management
recognizes that a control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected.
However,
management evaluated whether it has implemented controls that adequately address
the risk that a material misstatement of the financial statements would not be
prevented or detected in a timely manner. In this regard, management
undertook a top-down, risk-based approach to this evaluation, including an
evaluation of entity-level controls in assessing financial reporting risks and
the adequacy of controls. In its evaluation, management focused on those
controls that are needed to adequately address the risk of a material
misstatement of its financial statements.
The
controls that management sought to identify and evaluate were those processes
designed by, or under the supervision of, the Company’s principal financial
officers, or persons performing similar functions, and implemented by our 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:
(1)
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
(2)
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 issuer are
being made only in accordance with authorizations of management and directors of
the Company; and
(3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the issuer’s assets that could
have a material effect on the financial statements.
A
deficiency in the design of internal controls over financial reporting exists
when (a) necessary controls are missing or (b) existing controls are not
properly designed so that, even if the control operates as designed, the
financial reporting risks would not be addressed.
Unfortunately,
it became apparent to the Company that, at the time of the acquisitions, the
Company did not maintain a sufficient complement of personnel with an
appropriate level of accounting knowledge, experience and training in the
application of generally accepted accounting principles commensurate with our
financial reporting requirements.
Given the
timing and magnitude of the acquisitions, the task of integrating the businesses
from both an operational and accounting perspective, and the work required to
design, implement and test disclosure controls and procedures and internal
controls over financial reporting, management was not confident that it would be
successful in all of these respects including, of course, their
accounting/financial reporting responsibilities. This was compounded
by the need to correct the accounting for the acquisition and merger
transactions to the extent required in the September 12, 2007 correspondence
from the SEC regarding the same.
Nevertheless,
the Company clearly recognized, and continues to recognize, the importance of
implementing and maintaining disclosure controls and procedures and internal
controls over financial reporting and has worked to implement of an effective
system of controls.
We are
required by the Sarbanes-Oxley Act to include an assessment of our internal
control over financial reporting in our Annual Report on Form 10-KSB
beginning with our filing for our fiscal year ended December 31, 2007 and
attestation from an independent registered public accounting firm in our Annual
Report on Form 10-KSB beginning with our filing for our fiscal year ending
December 31, 2008.
A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the company’s annual or interim financial
statements will not be prevented or detected on a timely basis. Management has
determined that we have the following material weakness in our internal control
over financial reporting as of December 31, 2007, which has been disclosed to,
and reviewed with, our independent auditor.
Insufficient
personnel with appropriate accounting knowledge and training.
We did
not maintain a sufficient complement of personnel with an appropriate level of
accounting knowledge, experience and training in the application of generally
accepted accounting principles commensurate with our financial reporting
requirements. This deficiency could result in misstatements of the
aforementioned accounts and disclosures that would result in a material
misstatement to the annual or interim consolidated financial statements that
would not be prevented or detected. Accordingly, management has determined this
control deficiency constitutes a material weakness. Based on the above described
material weakness, our management, including our CEO and principal financial and
accounting officer concluded that we did not maintain effective internal control
over financial reporting as of December 31, 2007, based on the criteria in
Internal Control-Integrated
Framework
issued by the COSO.
Implemented
or Planned Remedial Actions of the Material Weakness
Management
has engaged an outside accounting firm to assist with the preparation of
financial statements and this annual report.
On April
15, 2008, Bryan Chance, age 38, was appointed as Chief Executive Officer and
Chief Financial Officer of the Company. Mr. Chance is a certified
public accountant and has served as Chief Financial Officer of Titan Global
Holdings, Inc. since January 24, 2006 and as President and Chief Executive
Officer since August 18, 2006. Mr. Chance also served as Chief
Financial Officer for Aslung Pharmaceutical, a privately held generic
pharmaceutical manufacturing company from 2000 to 2002 and has held financial
and mergers and acquisition leadership positions in companies such as Caresouth,
Nursefinders, Home Health Corporation of America, the Baylor Healthcare System,
Columbia/HCA and Price Waterhouse, LLP. By appointing someone who is
qualified as a CPA and has considerable experience serving as a Chief Financial
Officer, the Company has endeavored to provide the financial leadership that the
Company requires in order to eliminate the weaknesses in its internal controls
over financial reporting and otherwise design, implement and maintain a
sufficient systems of internal controls over financial
reporting. Accordingly, the design and implementation of internal
controls over financial reporting will occur as sufficient resources become
available and will be tested and evaluated in due course.
This
annual report does not include an attestation report of the Company’s registered
accounting firm regarding internal control over financial
reporting.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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By:
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/s/
Bryan Chance
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Bryan
Chance,
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Chief
Executive Officer and Principal Financial and Accounting
Officer
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By:
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/s/
David
Marks
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David
Marks, Director
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