- Amended Quarterly Report (10-Q/A)
October 15 2008 - 2:16PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A (No. 2)
(Mark
One)
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
JUNE 30,
2008
|
or
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For
the transition period from _______________ to
_______________
|
Commission
File Number:
000-30172
Renewal Fuels,
Inc.
(Exact
name of small business issuer as specified in its charter)
Delaware
|
22-1436279
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
1818 North Farwell Avenue,
Milwaukee, WI 53202
(Address
of principal executive offices)
(414)
283-2625
(Issuer’s
telephone number)
Tech Laboratories,
Inc.
(Former
name if changed from last report)
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
o
No
x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 35,508,851 shares of common stock, $0.001 par
value per share, as of August 13, 2008.
Indicate
by a check mark whether the registrant is (check one):
an
accelerated filer
o
|
a
non accelerated filer
o
|
or
a smaller reporting company
x
|
Transitional
Small Business Disclosure Format (Check one): Yes
o
No
x
The quarterly report of Renewal Fuels, Inc. (the “Company”), for the
fiscal quarter ended June 30, 2008, filed on Form 10-Q with the Securities and
Exchange Commission (the “SEC”) on August 15, 2008, is hereby amended solely to
provide amended disclosure required by the provisions of Item 307 and 308T of
Regulation S-K, and provide a revised Section 302 Certification, filed herewith
as Exhibit 31.1, and a revised Section 906 Certification, filed herewith as
Exhibit 32.1, in each case compliant with the requirements for Section 302
Certifications and Section 906 Certifications, respectively.
ITEM 4. -
CONTROLS AND PROCEDURES.
Disclosure
Controls and Procedures
The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company's reports filed or
furnished pursuant to the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified
in the Commission's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures.
As
required by Rule 13a-15(b), the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and the Company's Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures as of the end of the quarter covered by this report.
Based on the foregoing, the Company's Chief Executive Officer and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures were not effective at a reasonable assurance level as of June 30,
2008, by reason of the Company not having maintained 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.
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.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal controls over financial reporting during
the quarter ended June 30, 2008, which have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting. However, it is to be noted that management’s evaluation of
internal controls over financial reporting for the fiscal year ended December
31, 2007, concluded that there was a material weakness in the Company’s internal
controls over financial reporting because 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.
As
discussed above in “Disclosure Controls and Procedures”, on April 15, 2008,
Bryan Chance, was appointed as Chief Executive Officer and Chief Financial
Officer of the Company. Given his experience, the Company believes it
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 financial controls.
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.
|
RENEWAL
FUELS, INC.
|
|
|
|
Dated: October
15, 2008
|
By:
|
/s/ Bryan
Chance
|
|
Bryan
Chance,
|
|
Chief
Executive Officer and Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
4
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