SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



[X] ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE
ACT OF 1934



For the fiscal year
ended: December 31, 2004



[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE
ACT OF 1934



Commission file number:
000-49634



RENOVO HOLDINGS


(Name of small
business issuer in its charter)



|Nevada                            |  | 88-0475756           
|--------------------------------- |  | ---------------------
|(State or
		other jurisdiction of |  | (I.R.S.
		Employer   
|incorporation)                    |  | Identification
		No.)



|100 Candace Drive, Suite 100               |  |           
|------------------------------------------ |  | ----------
|Maitland, Florida                          |  | 32751     
|(Address of principal
		executive offices) |  | (zip code)

Issuer's Telephone Number: (407) 435-3959

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock,
	$.001 par value


(Title if Class)

Check whether the registrant (a) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (b) has been subject to such
filing requirements for the past 90 days. Yes X     No

Check if there is no disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

The issuer's revenues for its most recent fiscal year ended
December 31, 2004. $-0-.

---

The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the average bid
and ask price, as of March 1, 2005 was $194,521.82 based on a share value of
$.00115.

The number of shares of Common Stock, $0.001 par value,
outstanding on March 1, 2005, was 214,149,409 shares.

Transitional Small Business Disclosure Format (check one):
Yes    
No X

---



RENOVO HOLDINGS

(A DEVELOPMENT STAGE
COMPANY)

FOR THE FISCAL YEAR
ENDED

DECEMBER 31, 2004



Index to Report

on Form 10-KSB



|PART I | Page
|------ | ----



|Item 1. | Description of Business                               | 2
|------- | ----------------------------------------------------- | -
|Item 2. | Description of Property                               | 7
|Item 3. | Legal Proceedings                                     | 7
|Item 4. | Submission of Matters to a Vote of Security
		Holders | 7

PART II

|Item 5.  | Market for Common Equity and Related
		Stockholder Matters                             | 7 
|-------- | -------------------------------------------------------------------------------------- | --
|Item 6.  | Plan of Operation                                                                      | 9 
|Item 7.  | Financial Statements                                                                   | 16
|Item 8.  | Changes in and Disagreements With
		Accountants on Accounting and Financial Disclosure | 16
|Item 8A. | Controls and Procedures                                                                | 16
|Item 8B. | Other Information                                                                      | 17

PART III

|Item 9.  | Directors, Executive Officers, Promoters
		and Control Persons; Compliance with Section 16(a) of the Exchange Act | 17
|-------- | ----------------------------------------------------------------------------------------------------------------- | --
|Item 10. | Executive Compensation                                                                                            | 19
|Item 11. | Security Ownership of Certain Beneficial
		Owners and Management                                                  | 20
|Item 12. | Certain Relationships and Related
		Transactions                                                                  | 2 
|Item 13. | Exhibits                                                                                                          | 22
|Item 14. | Principal Accountant Fees and Services                                                                            | 22



---

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
or 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:

- increased competitive pressures from existing competitors
	and new entrants;
- increases in interest rates or our cost of borrowing or a
	default under any material debt agreements;
- deterioration in general or regional economic conditions;
- adverse state or federal legislation or regulation that
	increases the costs of compliance, or adverse findings by a regulator with
	respect to existing operations;
- loss of customers or sales weakness;
- inability to achieve future sales levels or other
	operating results;
- the unavailability of funds for capital expenditures; and
- operational inefficiencies in distribution or other
	systems.

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.

In this filing references to "Company," "we," "our," and/or
"us," refers to Renovo Holdings.

1

---

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

(a) General Business Development

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.
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 allowed for more flexibility in the future expansion of business
opportunities. We also increased the total amount of authorized common stock
from 50,000,000 shares to 100,000,000 shares.

On July 15, 2003, our board of directors approved the
cancellation of 60,000,000 (post split) shares of common stock held by three of
our major stockholders. Concurrently we issued 45,000,000 (post split) shares of
common stock to Mr. Stephen W. Carnes as consideration for his business
expertise and his business concept of establishing a national network of
commercial and residential restoration service companies, his serving on the
Board of Directors, and assuming the liability of being an officer and director
of a publicly trading and reporting Company.

Prior to the cancellations and issuances, we had a total of
80,000,000 (post split) shares of common stock issued and outstanding. The
canceling stockholders held approximately 75% of the issued and outstanding
common stock. The cancellations and issuance resulted in 65,000,000 (post split)
shares of common stock to be issued and outstanding with approximately 69% of
those shares being held by Mr. Carnes. Mr. Carnes' percentage ownership of the
Company's common stock and his position as sole director of the Company allows
him to exercise control of the Company.

On June 14, 2004, we changed our name from Fortis Enterprises
to Renovo Holdings, at the behest of a letter from counsel for Fortis (NL) N.V.
Corporation received on November 25, 2003, wherein he requested we change our
corporate name in order to avoid infringement on Fortis' trade name. We also
increased the total of authorized common stock from 100,000,000 shares to
500,000,000 shares.

(b) Our Business

Our Principal Services and their Markets

After completing an analysis of the loss and restoration
markets, we believe we can capitalize upon the niche market opportunities within
the residential and commercial restoration services markets. We believe that we
can achieve revenue growth, by "rolling up" smaller, individually owned
restoration companies under our "umbrella" as the parent company.

As we locate potential restoration companies for acquisition,
we intend to formulate a business plan that is based upon a
loss/recovery/restoration team (LRR-Team) coordinating complex efficient
mobilization, which possesses logistic expertise both locally and nationally.
The LRR-Team is being designed by us to follow a specific proven process when
responding to, assessing, and restoring a damaged property. In our acquisition
mode, we are seeking to acquire top industry talent for this team, including
individuals with expertise in insurance, claims negotiation, construction,
mitigation, and project management.

2

---

With the mobilization LRR-Team which we are attempting to
establish, whether the property is a residential, office building, industrial
building, or institutional building, we intend to be set up to efficiently
mobilize our team to handle a loss, anywhere in the country, at any time. Once
we acquire the planned expertise, our scope of services and in-depth knowledge
is intended to enable us to restore any type of property, regardless if damaged
by fire, water, mold, or any type of natural disaster. We plan to utilize
information technology to assist in the evaluation of the loss and determination
of the magnitude of the restoration or recovery and create verifiable status
reports.

Our plan includes setting up an Information Technology (IT)
director to handle the electronic dissemination of information through the
Internet and through our own to be developed Intranet site. We intend to be able
to provide our clients with real-time electronic information including account
information, insurance information, cost estimation, and remedial and
restoration updates via the electronic transmission of text and electronic
imaging of the restoration project.

Our services will initially focus on the following
restoration markets:

- Water

Fire

Technical Cleaning

Mold

3

---

Distribution Methods of the Services.

Until such time as we complete an acquisition, we do not
anticipate the establishment of an independent method for the distribution of
our services. Our plan is to distribute our services through acquired
businesses.

Competitive Business Conditions.

There are many companies that offer loss, restoration, and
remediation services. Our competitors include:

General Contractors, some of which maintain toll-free
	numbers;

Subcontractors;

Insurance sanctioned remediation companies;

Specialty Cleaning Services; and

Loss, restoration and remediation companies.

Each of these categories encompasses a wide range of services
and is highly fragmented.

Competition is intense and we expect it to increase.
Increased competition could result in:

price reductions, decreased revenue and lower profit
	margins;

inability to gain market share;

loss of market share once, and if gained; and

increased marketing expenditures.

As a result of our competition targeting our same market;
individuals and corporate entities interested in our loss, restoration, and
remediation services, we will only be able to distinguish our services as the
result of our advertising programs and ultimately quality and efficiency of
service. Our goal is to determine methods by which we can maximize contacts with
major insurance carriers. We do not anticipate distinguishing our services from
other like services available in the market in the near future.

Governmental Regulations

Many governmental regulations may impact our business, which
could affect our ability to conduct business. Any new law or regulation, or the
application or interpretation of existing laws, may decrease our ability to
conduct business across state lines. We expect there will be an increasing
number of laws and regulations pertaining to the use of chemicals in the
restoration services area. These laws or regulations may relate to liability for
chemical use in violation of the rules promulgated by the Environmental
Protection Agency. This could decrease the demand for our services, increase our
costs or otherwise adversely affect our business.

In addition, we cannot predict whether new legislation or
regulations governing our activities will be enacted by legislative bodies or
promulgated by agencies regulating our activities, or what the effect of any
such legislation or regulations on our business would be.

4

---

Costs and Effects of Compliance with Environmental Law.

Environmental laws affect the types of chemicals and
products utilized in the restoration services that we intend to provide. In most
cases the chemicals will be off the shelf types of products pre-approved for the
sale in the United States. At this time we do not anticipate utilizing any
products not approved for use or resale in the United States.

Intellectual Properties

We regard the protection of our copyrights, service marks,
trademarks, and trade secrets as critical to our future success and will rely on
a combination of copyright, trademark, service mark and trade secret laws and
contractual restrictions to establish and protect our proprietary rights in
products and services. We plan to enter into confidentiality agreements with our
to be acquired operators, consultants and strategic partners in order to limit
access to and disclosure of our proprietary information. These contractual
arrangements or the other steps taken by us to protect our intellectual property
may not prove sufficient to prevent misappropriation of our technology or to
deter independent third-party development of similar technologies. We plan to
pursue the registration of our trademarks and service marks in the United
States.

Employees

As of December 31, 2004, we had one employee, Stephen W.
Carnes. We anticipate the assumption of an employment base from the companies,
which we intend to acquire in the future. In addition to that employment base,
we anticipate hiring an executive secretary and chief financial officer. None of
such personnel are anticipated to be covered by a collective bargaining
agreement.

Reports to Stockholders

We are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. Our securities are registered under
the Exchange Act, we file supplementary and periodic information, documents and
reports that are required under section 13 of the Securities Act of 1933, as
amended, with the Securities and Exchange Commission. Such reports, proxy
statements and other information will be available through the Commission's
Electronic Data Gathering Analysis and Retrieval System which is publicly
available through the Commission's website (http://www.sec.gov).

We intend to furnish annual reports to stockholders, which
will include audited financial statements reported on by our Certified Public
Accountants. In addition, we will issue un-audited quarterly or other interim
reports to stockholders.

CORNELL CAPITAL FINANCING

On April 14, 2004, we entered into the following agreements
with Cornell Capital Partners, LP ("Cornell").

Standby Equity Distribution Agreement and Placement Agent
Agreement

5

---

On April 14, 2004, we entered into a Standby Equity
Distribution Agreement with Cornell, wherein we agreed to issue and sell to
Cornell $5,000,000 of our common stock. We have engaged Newbridge Securities
Inc., to act as our exclusive placement agent in connection with the sale of our
common stock to Cornell. We agreed to issue 1,490,000 shares of our common stock
to Cornell upon execution of the agreement (issued on May 3, 2004).

Pursuant to the Standby Equity Distribution Agreement,
Cornell and the Company also entered into a Placement Agent Agreement with
Newbridge Securities Corporation, wherein Newbridge will act as our exclusive
placement agent in connection with the Standby Equity Distribution Agreement.
Newbridge's services will consist of reviewing the terms of the Standby Equity
Distribution Agreement and advising us with respect to those terms. We agreed to
issue 10,000 shares of our common stock to Newbridge upon execution of the
agreement (issued May 14, 2004).

Securities Purchase Agreement

We executed a Securities Purchase Agreement with Cornell,
wherein we agreed to issue and sell to Cornell up to $300,000 of secured
convertible debentures, which will be convertible into shares of our common
stock. Of the $300,000, $150,000 was immediately received and on July 9, 2004 we
received the remaining $150,000 following the date we amended our Articles of
Incorporation increasing our authorized shares of common stock to 500,000,000
shares and after we filed the registration statement as agreed in the
Registration Rights Agreement discussed below.

Registration Rights Agreements

In connection with the Securities Purchase Agreement and
Standby Equity Distribution Agreement, we entered into two Registration Rights
Agreements with Cornell, wherein we agreed to prepare and file with the SEC a
registration statement on Form SB-2 under the 1933 Act for the registration for
the resale by all Investors who purchased convertible debentures pursuant to the
Securities Purchase Agreement 9,868,421 shares of our common stock issued upon
conversion of the Convertible Debentures and the 1,490,000 shares of common
stock issued to Cornell plus enough shares to cover the $5,000,000 equity line.
We agreed to cause the registration statement to remain effective until all of
the registrable securities have been sold.

Security Agreement

We executed a Security Agreement with Cornell wherein, in
connection with the above financing documents, we agreed to grant to Cornell a
security interest in and to the pledged property until the satisfaction of all
obligations described in the agreement are performed. The pledged property
includes all goods, inventory, contract rights and general intangibles, all
documents, warehouse receipts, instruments and chattel paper, all accounts and
receivables, instruments or other forms of obligations and rights to payment, to
the extent assignable, all of the our rights under all present and future
authorizations, permits, licenses and franchises, and all products and proceeds
from the above described pledged property.

6

---

ITEM 2. DESCRIPTION OF PROPERTY.



ITEM 3. LEGAL PROCEEDINGS.

On November 4, 2003, Suburban Capital Corporation ("SCC"), a
Delaware corporation, filed a complaint against us with the United States
District Court for the Northern District of Illinois, Eastern Division, alleging
that on or about September of 2003, we approached SCC and allegedly entered into
an oral agreement for the purpose of hiring them to provide introductions to
potential partners, along with other business consulting services. SCC was
seeking $350,000 in damages. Our management denied the existence of any
agreement with SCC and aggressively defended the Company against the frivolous
action. On November 23, 2004, the case was dismissed due to the plaintiff's (SCC)
failure to appear before the judge.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

(a) Market Information

Our Common Stock is traded in the over-the-counter securities
market through the National Association of Securities Dealers Automated
Quotation Bulletin Board System, under the symbol "RNVO". We have been eligible
to participate in the OTC Bulletin Board since April 23, 2003. The following
table sets forth the quarterly high and low bid prices for our Common Stock
during our last two fiscal years, as reported by a Quarterly Trade and Quote
Summary Report of the OTC Bulletin Board. The quotations reflect inter-dealer
prices, without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

|            | 2004   | 2003  
|----------- | ------ | ------
|            | High   | Low   
|1st Quarter | 0.115  | 0.017 
|2nd Quarter | 0.062  | 0.01  
|3rd Quarter | 0.0171 | 0.004 
|4th Quarter | 0.041  | 0.0017

Note: We traded on the OTC:BB from April 23, 2003 through
June 21, 2004 under the symbol "FRTE".

7

---

(b) Holders of Common Stock

As of March 1, 2005, we had approximately 42 stockholders of
record of the 214,149,409 shares outstanding.

(c) Dividends

The Board of Directors has not declared any dividends due to
the following reasons:

1. The Company has not yet adopted a policy regarding
	payment of dividends;
2. The Company does not have any money to pay dividends at
	this time;
3. The declaration of a cash dividend would result in an
	impairment of future working capital; and
4. The Board of Directors will not approve the issuance of a
	stock dividend.

(d) Securities Authorized for Issuance under Equity
Compensation Plans

Employee and Consultant Stock Compensation Plans

Effective August 26, 2003, we adopted an Employee and
Consultant Stock Compensation Plan. The maximum number of shares that may be
issued pursuant to the plan is 3,000,000 shares. As of December 31, 2004,
2,564,493 shares have been granted under this plan.

Effective May 11, 2004, we adopted another Employee and
Consultant Stock Compensation Plan. The maximum number of shares that may be
issued pursuant to the plan is 15,000,000 shares. As of December 31, 2004,
3,508,207 shares have been issued under this plan.

Equity Compensation Plans Information

We currently maintain equity compensation plans to allow the
Company to compensate employees, directors, consultants and certain other
persons providing bona fide services to the Company or to compensate officers,
directors and employees for accrual of salary, through the award of our common
stock. The following table sets forth information as of December 31, 2004
regarding outstanding shares granted under the plans, warrants issued to
consultants and options reserved for future grant under the plans.

|Plan Category                                            | Number
		of shares to
		be issued upon exercise of outstanding options, warrants and rights
		(a) | Weighted-average exercise price of outstanding options, warrants and
		rights
		(b) | Number of
		shares remaining available for future issuance under equity compensation
		plans (excluding shares reflected in column (a))
		(c)
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|                                                         |                                                                                                   |                                                                                     |                                                                                                                                              
|Equity compensation plans
		approved by stockholders     | --                                                                                                | $ --                                                                                | --                                                                                                                                           
|                                                         |                                                                                                   |                                                                                     |                                                                                                                                              
|Equity compensation plans not
		approved by stockholders | 0                                                                                                 | $ 0                                                                                 | 11,927,300 (1)                                                                                                                               
|                                                         |                                                                                                   |                                                                                     |                                                                                                                                              
|Total                                                    | 0                                                                                                 | $ 0                                                                                 | 11,927,300                                                                                                                                   
|                                                         |                                                                                                   |                                                                                     |                                                                                                                                              

(1) Includes: 435,507 shares available for issuance under the
2003 plan and 11,491,793 shares available under the 2004 plan.

8

---

These plans are intended to encourage directors, officers,
employees and consultants to acquire ownership of common stock. The opportunity
so provided is intended to foster in participants a strong incentive to put
forth maximum effort for its success and growth, to aid in retaining individuals
who put forth such effort, and to assist in attracting the best available
individuals to the Company in the future.

Recent Sales of Unregistered Securities

Issuances pursuant to the Equity Distribution Agreement and
the Securities Purchase Agreement with Cornell Capital Partners LP.

On October 18, 2004, we sold $20,000 of secured convertible
debentures to Cornell, which converted into 6,250,000 shares of our common
stock. The shares were registered in our SB-2 Registration Statement declared
effective by the SEC on July 13, 2004.

From October 26, 2004 through December 27, 2004, we issued
61,000,000 shares of our common stock to the Escrow Agent pursuant to the Equity
Distribution Agreement, to hold on behalf of Cornell pending receipt of funds,
at which time the shares will be delivered to Cornell. The 61,000,000 shares
were registered in our SB-2 Registration Statement declared effective by the SEC
on July 13, 2004.

Subsequent Issuances

From February 1, 2005 through February 25, 2005, we issued
42,526,315 shares of our common stock the Escrow Agent pursuant to the Equity
Distribution Agreement, to hold on behalf of Cornell pending receipt of funds,
at which time the shares will be delivered to Cornell. The 42,526,315 were
registered in our SB-2 Registration Statement declared effective by the SEC on
July 14, 2004.

ITEM 6. PLAN OF OPERATION.

This report contains forward-looking statements. Actual
results and events could differ materially from those projected, anticipated, or
implicit, in the forward-looking statements as a result of the risk factors set
forth below and elsewhere in this report.

With the exception of historical matters, the matters
discussed herein are forward-looking statements that involve risks and
uncertainties. Forward-looking statements include, but are not limited to,
statements concerning anticipated trends in revenues, projections concerning
operations and available cash flow. Our actual results could differ materially
from the results discussed in such forward-looking statements primarily as the
result of insufficient cash to pursue acquisitions and marketing efforts. The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
thereto appearing elsewhere herein.

9

---

Overview

Renovo Holdings is a Development Stage Company that intends
to capitalize upon the niche market opportunities within the commercial and
residential restoration service markets.

As a company in an early development stage, our ability to
proceed with our plan of operation has continuously been a function of our
ability to raise sufficient capital to continue our operations. At the end of
the fiscal year 2004 we had cash available of $16,075. Our cash requirements on
a monthly basis are approximately $4,500, excluding exceptional expenses that
are related to capital raising and securities registration expenses.

We have continuously incurred losses since inception. For the
year ended December 31, 2003 we had a net loss of $313,527 as compared to a net
loss of $1,099,313 for the year ended December 31, 2004.

Plan of Operation

During the next 12 months we plan to focus our efforts on
positioning Renovo to provide complete loss management and restoration services
to residential, commercial, industrial, and institutional properties. Initially,
we are 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.

Satisfaction of our cash obligations 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 sufficient enough to satisfy our working capital
requirements within the next twelve months.

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 an 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.

On April 14, 2004, we entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, LP ("Cornell"), wherein we
agreed to issue and sell to Cornell and Cornell agreed to purchase from us
$5,000,000 of our common stock, par value $0.001 per share. Additionally, we
entered into a secured convertible debenture agreement with Cornell in order to
provide us with expedited access to $300,000 of the funding.

In September 2004, we sold $40,000 of secured convertible
debentures, which were converted into 7,738,094 shares of our common stock and
issued to Cornell Capital Partners. Additionally in October of 2004, we sold a
total of 20,202,020 shares under the Equity Distribution Agreement valued at
$200,000.

10

---

Liquidity and Capital Resources

Our near term cash requirements are anticipated to be offset
through the receipt of funds from the Cornell convertible debenture, private
placement offerings and loans obtained through private sources. We filed a
registration statement (declared effective by the SEC on July 14, 2004)
registering 368,687,500 shares of our common stock for the resale by all
investors who purchase convertible debentures and to cover the $5,000,000 equity
line under the Equity Distribution Agreement. We anticipate being able to use
the line of credit to finance our operations. Since inception, we have financed
cash flow requirements through debt financing and issuance of common stock for
cash and services. When, and if, we commence operational activities, we may
continue to experience net negative cash flows from operations, and may be
required to obtain additional financing to fund operations through common stock
offerings and bank borrowings to the extent necessary to provide working
capital.

Over the next twelve months we believe that existing capital
and anticipated funds from operations will not be sufficient to sustain
operations and planned expansion. However, the line of credit is anticipated to
satisfy our working capital needs, but if it is not available, we will be
required to seek additional capital in the future 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. Such risks include, but are not limited to, an
evolving and unpredictable business model and the management of growth. To
address these risks we must, among other things, locate suitable acquisition
targets, obtain a customer base, implement and successfully execute our 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 may be 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.

11

---

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. In
lieu of product research and development, we anticipate acquiring small
renovation businesses.

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; however, as the result of
our plan for acquisitions of renovation businesses, we may acquire equipment,
and in some cases plants, which relate to the renovation businesses.

Significant changes in the number of employees.
As of December 31, 2004, we had 1 employee. We are dependent upon Steve W.
Carnes our sole officer and director. We will need to hire full time operational
staff as our operations commence and 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 years ended December 31, 2004
and December 31, 2003 we incurred net losses of $1,099,313 and $313,527
respectively. Our accumulated deficit at the end of December 30, 2004 was
$1,443,765. 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.

Renovo may need to raise additional capital or debt funding
to sustain operations.

Unless we can become profitable with the existing sources of
funds we have available and our operations, we will require additional capital
to sustain operations and we may need access to additional capital or additional
debt financing to grow our sales. In addition, to the extent that we have a
working capital deficit and cannot offset the deficit from profitable sales or
the Cornell line of credit 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.

12

---

We have been the subject of a going concern opinion for the
years ended December 31, 2004 and December 31, 2003 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, 2004 and December 31, 2003, 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 expect to be able to continue operations for twelve months
with the cash currently on hand, and from the Securities Purchase Agreement and
the Equity Distribution Agreement entered into by the Company and Cornell
Capital Partners, executed on April 14, 2004.

We are subject to a working capital deficit, which means that
our current assets on December 31, 2004, were not sufficient to satisfy our
current liabilities and, therefore, our ability to continue operations is at
risk.

We had a working capital deficit for the year ended December
31, 2004, which means that our current liabilities exceeded our current assets
on December 31, 2004 by $608,161. 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 December 31, 2004, 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.

Prior to this filing, 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:

13

---

- 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.

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 could fail to attract or retain key personnel, which could
be detrimental to our operations.

Our success largely depends on the efforts and abilities of
Stephen W. Carnes, our sole Officer and Director. The loss of the services of
Mr. Carnes could materially harm our business because of the cost and time
necessary to find a successor. Such a loss would also divert management
attention away from operational issues. We do not presently maintain key-man
life insurance policies on Mr. Carnes. We do not have other key employees who
manage our operations. To the extent that we are smaller than our competitors
and have fewer resources, we may not be able to attract a sufficient number and
quality of staff, when required.

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.

Our limited operating history makes it difficult to forecast
our future results.

As a result of our limited operating history, our historical
financial and operating information is of limited value in predicting our future
operating results. We may not accurately forecast customer behavior and
recognize or respond to emerging trends, changing preferences or competitive
factors facing us, and, therefore, we may fail to make accurate financial
forecasts. Our current and future expense levels are based largely on our
investment plans and estimates of future revenue. As a result, we may be unable
to adjust our spending in a timely manner to compensate for any unexpected
revenue shortfall, which could force us to curtail or cause us to terminate our
business operations.

14

---

Risks Associated with the Standby Equity Distribution
Agreement with Cornell Capital Partners, L.P.

Our obligations under the secured convertible debentures are
secured by all of our assets.

Our obligations under the secured debentures, issued to
Cornell Capital Partners are secured by all of our assets. As a result, if we
default under the terms of the secured debentures, Cornell Capital Partners
could foreclose its security interest and liquidate all of the assets of the
Company. This would cease operations.

Existing stockholders will experience significant dilution
from our sale of shares under the Equity Distribution Agreement.

The sale of shares pursuant to the Equity Distribution
Agreement will have a dilutive impact on our stockholders. As a result our net
income per share could decrease in future periods, and the market price of our
common stock could decline. In addition, the lower our stock price, the more
shares of common stock we will have to issue in order to receive the maximum
cash advance allowed under the Equity Distribution Agreement. If our stock price
is lower, then our existing stockholders would experience greater dilution.

The sale of our stock under our equity distribution agreement
could encourage short sales by third parties, which could contribute to the
future decline of our stock price.

In many circumstances the provision of financing based on the
distribution of equity for companies that are traded on the Over-the-Counter
Bulletin Board has the potential to cause a significant downward pressure on the
price of common stock. This is especially the case if the shares being placed
into the market exceed the market's ability to take up the increased stock or if
the Company has not performed in such a manner to show that the equity funds
raised will be used to grow the Company. Such an event could place further
downward pressure on the price of common stock. Under the terms of our Equity
Distribution Agreement, we may request numerous cash advances. Even if we use
the cash advances to grow our revenues and profits or invest in assets that are
materially beneficial to us, the opportunity exists for short sellers and others
to contribute to the future decline of our stock price. If there are significant
short sales of stock, the price decline that would result from this activity
will cause the share price to decline more so which in turn may cause long
holders of the stock to sell their shares thereby contributing to sales of stock
in the market. If there is an imbalance on the sell side of the market for the
stock the price will decline. It is not possible to predict if the circumstances
whereby short sales could materialize or to what the share price could drop. In
some companies that have been subjected to short sales the stock price has
dropped to near zero. This could happen to our stock.

15

---

We may not be able to access sufficient funds under the
Equity Line of Credit when needed.

We are dependent on external financing to fund our
operations. Our financing needs are expected to be partially provided from the
Equity Distribution Agreement and the additional secured convertible debentures
to be purchased by Cornell Capital Partners. No assurances can be given that
such financing will be available in sufficient amounts or at all when needed, in
part, because we are limited to a maximum cash advance of $200,000 during any
seven trading day period. In addition, based on an assumed offering price of
$0.016 per share, we will only be able to draw a total net amount of $3,667,500
under the Equity Distribution Agreement. This net amount will utilize all of the
250,000,000 shares of our common stock registered for the Equity Distribution
Agreement under our registration statement filed on June 30, 2004. If the actual
average price at which we sell shares of common stock under the Equity
Distribution Agreement is less than $0.016 per share, we would need to register
additional shares to fully utilize the funds available under the Equity
Distribution Agreement. Based on the assumed offering price of $0.016 per share,
we would have to issue to Cornell Capital Partners 315,565,566 shares in order
to receive the entire $5,000,000 available to us under the Equity Distribution
Agreement.

We may not be able to obtain a cash advance under the equity
distribution agreement if Cornell Capital Partners holds more than 9.9% of our
common stock.

In the event Cornell Capital Partners holds more than 9.9% of
our then-outstanding common stock, we will be unable to obtain a cash advance
under the Equity Distribution Agreement. A possibility exists that Cornell
Capital Partners may own more than 9.9% of our outstanding common stock at a
time when we would otherwise plan to make an advance under the Equity
Distribution Agreement. In that event, if we are unable to obtain additional
external funding or generate revenues from operations, we could be forced to
curtail or cease our operations.

ITEM 7. FINANCIAL STATEMENTS.

See Index to Financial Statements and Financial Statement
Schedules appearing on page F-1 through F-16 of this Form 10-KSB.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

We have had no disagreements with our independent auditors on
accounting or financial disclosures.

ITEM 8.A. 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, Steven W. Carnes, our Chief Executive Officer and
Principal Financial Officer evaluated the effectiveness of our disclosure
controls and procedures. 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. There were no changes in our internal control over
financial reporting that occurred during the most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

16

---

ITEM 8.B. OTHER INFORMATION.

None.

PART III

ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth the name and positions of the
executive officer and director of the Company. Directors will be elected at our
annual meeting of stockholders and serve for one year or until their successors
are elected and qualified. Officers are elected by the Board and their terms of
office are, except to the extent governed by employment contract, at the
discretion of the Board.

|Name              | Age | Positions and Offices held                        
|----------------- | --- | --------------------------------------------------
|Stephen W. Carnes | 41  | CEO, President, Secretary/Treasurer and
		Director

Duties, Responsibilities and Experience

Stephen W. Carnes, age 41,is Chief Executive
Officer, President, Secretary/Treasurer and Director of the Company. Mr. Carnes
is also the President, CEO and a director of Signature Leisure, Inc., a publicly
traded company trading on the OTC Bulletin Board. From 2000 to 2003, Mr. Carnes
was founder and co-owner of a private public relations firm that assisted
companies with marketing and public relations. From 1998 to 2003, Mr. Carnes has
been self-employed as an independent manufacturers representative acting as an
outside sales representative for various companies. From 1982 thru 1986, Mr.
Carnes attended Indiana University at Fort Wayne, Indiana and received a B.S.
degree in Business Administration.

Election of Directors and Officers.

Directors are elected to serve until the next annual meeting
of stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and qualified.

No Executive Officer or Director of the Corporation has been
the subject of any Order, Judgment, or Decree of any Court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining,
barring suspending or otherwise limiting him from acting as an investment
advisor, underwriter, broker or dealer in the securities industry, or as an
affiliated person, director or employee of an investment company, bank, savings
and loan association, or insurance company or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection with
the purchase or sale of any securities.

17

---

No Executive Officer or Director of the Corporation has been
convicted in any criminal proceeding (excluding traffic violations) or is the
subject of a criminal proceeding which is currently pending.

No Executive Officer or Director of the Corporation is the
subject of any pending legal proceedings.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires our executive officers and directors, and
persons who beneficially own more than ten percent of our common stock, to file
initial reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file. Based upon a review of the copies of such forms furnished to us and
written representations from our executive officers and directors, we believe
that during the year ended 2004, Stephen W. Carnes filed all forms 3, forms 4
and forms 5 on a timely basis.

Audit Committee and Financial Expert

We do not have an Audit Committee, Stephen W. Carnes, our
sole director, performs some of the same functions of an Audit Committee, such
as: recommending a firm of independent certified public accountants to audit the
annual financial statements; reviewing the independent auditors independence,
the financial statements and their audit report; and reviewing management's
administration of the system of internal accounting controls. The Company does
not currently have a written audit committee charter or similar document.

We have no financial expert. We believe the cost related to
retaining a financial expert at this time is prohibitive. Further, because of
our start-up operations, we believe the services of a financial expert are not
warranted.

Code of Ethics

A code of ethics relates to written standards that are
reasonably designed to deter wrongdoing and to promote:

1. Honest and ethical conduct, including the ethical
	handling of actual or apparent conflicts of interest between personal and
	professional relationships;
2. Full, fair, accurate, timely and understandable
	disclosure in reports and documents that are filed with, or submitted to,
	the Commission and in other public communications made by an issuer;
3. Compliance with applicable governmental laws, rules and
	regulations;
4. The prompt internal reporting of violations of the code
	to an appropriate person or persons identified in the code; and
5. Accountability for adherence to the code.

18

---

We have not adopted a corporate code of ethics that applies
to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions in
that our sole officer and director serves in all the above capacities.

Our decision to not adopt such a code of ethics results from
our having only one officer and director operating as the sole management for
the Company. We believe that as a result of the limited interaction, which
occurs having a sole officer/director for the Company eliminates the current
need for such a code, in that violations of such a code would be reported to the
party generating the violation.

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter.
Stephen W. Carnes, our sole director, performs some of the functions associated
with a Nominating Committee. We have elected not to have a Nominating Committee
in that we are a development stage company with limited operations and
resources.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the cash compensation of the
Company's executive officer and director during the last fiscal year of the
Company. The remuneration described in the table does not include the cost to
the Company of benefits furnished to the named executive officers, including
premiums for health insurance and other benefits provided to such individual
that are extended in connection with the conduct of the Company's business.

Summary Compensation Table

|                                   | Annual
		Compensation | Long Term
		Compensation
|---------------------------------- | --------------------- | ------------------------
|Name and
		Principal Position      | Year                  | Salary
		Paid           
|Stephen W. Carnes, President
		(1) | 2004                  | $-0-                    
|                                   | 2003                  | $-0-                    

1. Mr. Carnes was appointed officer and director of the
	Company on July 15, 2003.
2. Mr. Carnes agreed to accrue such portions of his salary
	as deemed relevant by the board of directors until such time as the Company
	is adequately capitalized and able to pay such salary. Total accruals
	include $11,900 in accrued automobile allowance, and accrued salary of
	$344,166.65. Additionally, Mr. Carnes has advanced $640.01 to the Company
	which is not indicated in the above Table, however is an accrued
	reimbursement.
3. Concurrent with joining the Company Mr. Carnes was issued
	45,000,000 (post split) shares of common restricted stock of the Company
	which were valued, at the time by the Company at $67,500. This issuance is
	not considered to be a recurring expense.

19

---

Employment Agreement

On September 3, 2003, we entered into an Employment Agreement with
Stephen W. Carnes, wherein Mr. Carnes agreed to serve as the Chairman of the
Board, President and Chief Executive Officer of the Company. The term of the
Agreement is for a period of three years, it commenced on August 1, 2003 and
will expire on July 31, 2006. We agreed to pay Mr. Carnes a salary at an annual
rate equal to the sum of $250,000. A bonus in the amount of $500,000 will be
paid to Mr. Carnes upon successfully completing the opening or
merger/acquisition of our first operating business unit. A bonus of $250,000
will be compensated to Mr. Carnes for each additional merger and/or acquisition
and/or business unit start-up Mr. Carnes brings to the Company. Mr. Carnes will
also receive an automobile allowance of $700 per month. Mr. Carnes has agreed to
accrue such portions of his salary as deemed relevant by the board of directors
until such time as the Company is adequately capitalized and able to pay such
salary.

Termination of Employment

There are no compensatory plans or arrangements, other than
those described above, including payments to be received from the Company, with
respect to any person named in Cash Consideration set out above which would in
any way result in payments to any such person because of his resignation,
retirement, or other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.

Compensation of Directors

All directors will be reimbursed for expenses incurred in
attending Board or committee, when established, meetings.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table presents information, to the best of our
knowledge, about the beneficial ownership of our common stock on March 1, 2005
relating to the beneficial ownership of our common stock by those persons known
to beneficially own more than 5% of our capital stock and by our director and
executive officer. The percentage of beneficial ownership for the following
table is based on 214,149,409 shares of common stock outstanding.

Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and does not necessarily
indicate beneficial ownership for any other purpose. Under these rules,
beneficial ownership includes those shares of common stock over which the
stockholder has sole or shared voting or investment power. It also includes
shares of common stock that the stockholder has a right to acquire within 60
days through the exercise of any option, warrant or other right. The percentage
ownership of the outstanding common stock, however, is based on the assumption,
expressly required by the rules of the Securities and Exchange Commission, that
only the person or entity whose ownership is being reported has converted
options or warrants into shares of our common stock.

20

---

Security Ownership of Management

|Name of
		Beneficial Owner (1)                                                           |  | Number
		of Shares |  | Percent
		Beneficially
		Owned (2)
|---------------------------------------------------------------------------------------- |  | ------------------ |  | ----------------------------------
|Stephen W.
		Carnes
		4185 West
		Lake Mary Blvd., Ste. 137
		Lake Mary,
		Florida 32746 |  | 45,000,000         |  | 21%                               
|Director &
		Officer                                                                     |  | 45,000,000         |  | 21%                               

1. As used in this
	table, "beneficial ownership" means the sole or shared power to vote, or to
	direct the voting of, a security, or the sole or shared investment power
	with respect to a security (i.e., the power to dispose of, or to direct the
	disposition of, a security).
2. Rounded to the
	nearest whole percentage.

Security Ownership of
Certain Beneficial Owners



|Name of
		Beneficial Owner (1)                                                        |  | Number
		of Shares |  | Percent
		Beneficially
		Owned (2)
|------------------------------------------------------------------------------------- |  | ------------------ |  | ----------------------------------
|Cornell
		Capital Partners LP
		101 Hudson
		St., Ste. 3700
		Jersey City,
		NJ 07302 |  | 10,526,315         |  | 5%                                
|Beneficial
		Owner                                                                    |  | 10,526,315         |  | 5%                                

1. As used in this
	table, "beneficial ownership" means the sole or shared power to vote, or to
	direct the voting of, a security, or the sole or shared investment power
	with respect to a security (i.e., the power to dispose of, or to direct the
	disposition of, a security).
2. Rounded to the
	nearest whole percentage.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Employment Agreement with Steve Carnes

On September 3, 2003, we entered into an Employment Agreement
with Stephen W. Carnes, wherein Mr. Carnes agreed to serve as the Chairman of
the Board, President and Chief Executive Officer of the Company. The term of the
Agreement is for a period of three years, it commenced on August 1, 2003 and
will expire on July 31, 2006. We agreed to pay Mr. Carnes a salary at an annual
rate equal to the sum of $250,000. A bonus in the amount of $500,000 will be
paid to Mr. Carnes upon successfully completing the opening or
merger/acquisition of our first operating business unit. A bonus of $250,000
will be compensated to Mr. Carnes for each additional merger and/or acquisition
and/or business unit start-up Mr. Carnes brings to the Company. Mr. Carnes will
also receive an automobile allowance of $700 per month. Mr. Carnes has agreed to
accrue such portions of his salary as deemed relevant by the board of directors
until such time as the Company is adequately capitalized and able to pay such
salary.

Reimbursements/ Salary Accrued

As of December 31, 2004, Mr. Carnes had accrued
reimbursements of $640.01, accrued salary of $344,166.65 and accrued auto
allowance of $11,900.

21

---

ITEM 13. EXHIBITS.

(a) Exhibits

|31* | Certification pursuant to Section 302 of
		the Sarbanes-Oxley Act
|--- | -----------------------------------------------------------------
|32* | Certification pursuant to Section 906 of
		the Sarbanes-Oxley Act

_____

* Filed herewith

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1) AUDIT FEES

The aggregate fees billed for professional services rendered
by Beckstead & Watts, LLP, for the audit of the registrant's annual financial
statements and review of the financial statements included in the registrant's
Form 10-QSB or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for fiscal years
2004 and 2003 were $9,500 and $3,500, respectively.

(2) AUDIT-RELATED FEES

NONE

(3) TAX FEES

NONE

(4) ALL OTHER FEES

NONE

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

The Company does not have an audit committee.

(6) If greater than 50 percent, disclose the percentage
of hours expended on the principal accountant's engagement to audit the
registrant's financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant's
full-time, permanent employees.

Not applicable.

22

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

By:/s/ Stephen
Carnes

Stephen W. Carnes,
President



Dated: May 18, 2005

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|NAME                 | OFFICE                     | DATE          
|-------------------- | -------------------------- | --------------
|/s/
		Stephen Carnes | CEO/President              | May 18,
		2005
|Stephen W.
		Carnes  | Secretary/Treasurer       
|                     | Chief
		Accounting Officer
|                     | Director                  



23

---

TABLE OF CONTENTS

PAGE

|Independent Auditors' Report      | F-1       
|--------------------------------- | ----------
|Balance Sheets                    | F-2       
|Statement of Operations           | F-3       
|Statement of Stockholders' Equity | F-4       
|Statement of Cash Flows           | F-5       
|Footnotes                         | F-6 - F-10

24

---

Beckstead and Watts, LLPCertified Public Accountants

2426 W. Horizon Ridge Parkway
Henderson, NV 89052
702.257.1984
702.362.0540 fax

INDEPENDENT AUDITORS' REPORT

May 20, 2005
Board of Directors
Renovo Holdings
Las Vegas, NV

We have audited the Balance Sheets of Renovo Holdings (the
"Company") (A Development Stage Company), for the years ended December 31, 2004
and 2003 and the related Statements of Operations, Stockholders' Equity, and
Cash Flows for the years ended December 31, 2004 and 2003 and for the period
October 18, 2000 (inception) to December 31, 2004. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement presentation. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for my opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Renovo
Holdings (A Development Stage Company), for the years ended December 31, 2004
and 2003 and the related Statements of Operations, Stockholders' Equity, and
Cash Flows for the years ended December 31, 2004 and 2003 and for the period
October 18, 2000 (inception) to December 31, 2004, in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 4 to
the financial statements, the Company has had limited operations and have not
commenced planned principal operations. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters are also described in Note 4. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Beckstead & Watts, LLP

F-1

---

RENOVO HOLDINGS
(A Development Stage Company)BALANCE SHEETS

|                                                                                                                                                                       | December 31,
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                                                                       | 2004        
|ASSETS                                                                                                                                                                 |             
|Current assets:                                                                                                                                                        |             
|Cash                                                                                                                                                                   | $ 16,075    
|Total current assets                                                                                                                                                   | 16,075      
|                                                                                                                                                                       |             
|Equipment, net of
		accumulated depreciation                                                                                                                           | 55,806      
|                                                                                                                                                                       |             
|Total Assets                                                                                                                                                           | $ 71,881    
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                  |             
|                                                                                                                                                                       |             
|Current Liabilities:                                                                                                                                                   |             
|Accounts payable                                                                                                                                                       | 2,516       
|Payroll taxes payable                                                                                                                                                  | 17,874      
|Accrued interest payable                                                                                                                                               | 6,752       
|Accrued auto allowance                                                                                                                                                 | 11,900      
|Accrued reimbursement to
		officer                                                                                                                                     | 1027        
|Accrued salary - officer                                                                                                                                               | 344,167     
|Secured convertible debenture                                                                                                                                          | 240,000     
|Total current liabilities                                                                                                                                              | $ 624,236   
|                                                                                                                                                                       |             
|Stockholders' deficit:                                                                                                                                                 |             
|Preferred stock, $.001 par
		value authorized 5,000,000; no shares issued and outstanding as of
		12/31/04 and 12/31/03                                                | $ -         
|                                                                                                                                                                       |             
|Common stock, $.001 par
		value, authorized 500,000,000 shares; 170,133,094 and 65,957,062 issued
		and outstanding as of 12/31/04 and 12/31/03 retroactively restated | 170,133     
|                                                                                                                                                                       |             
|Stock subscriptions
		receivable                                                                                                                                       | (47,000)    
|                                                                                                                                                                       |             
|Additional paid-in capital                                                                                                                                             | 768,277     
|                                                                                                                                                                       |             
|Deficit accumulated during
		development stage                                                                                                                         | (1,443,765) 
|Total stockholders' deficit                                                                                                                                            | (552,355)   
|Total liabilities and
		stockholders' deficit                                                                                                                          | $ 71,881    

The accompanying notes are an integral part of these financial
statements

F-2

---

RENOVO HOLDINGS
(A Development Stage Company)STATEMENT OF OPERATIONS

|                                                                                | December 31,  | For the
		Period October 18, 2000 (Inception) to December 31,
|------------------------------------------------------------------------------- | ------------- | -------------------------------------------------------------
|                                                                                | 2004          | 2003                                                         
|Revenue                                                                         | $ -           | $ -                                                          
|                                                                                |               |                                                              
|Expenses:                                                                       |               |                                                              
|General and Administrative                                                      | 236,025       | 18,020                                                       
|Advertising                                                                     | 247,150       | -                                                            
|Consulting                                                                      | 312,200       | 76,800                                                       
|Officer salary                                                                  | 250,000       | 104,167                                                      
|Legal                                                                           | 31,710        | 40,000                                                       
|Auto Allowance                                                                  | 8,400         | 3,500                                                        
|Interest expense                                                                | 7,958         | -                                                            
|Depreciation                                                                    | 5,870         | -                                                            
|Other services - related
		party                                                | -             | 67,500                                                       
|Other expense                                                                   | -             | 3,540                                                        
|Total expenses                                                                  | 1,099,313     | 313,527                                                      
|Net loss                                                                        | $ (1,099,313) | $ (313,527)                                                  
|                                                                                |               |                                                              
|Weighted average number of
		common shares outstanding, basic and fully diluted | 86,914,394    | 65,957,062                                                   
|                                                                                |               |                                                              
|Net loss per weighted share
		basic and fully diluted                           | $(0.01)       | $(0.00)                                                      

The accompanying notes are an integral part of these financial
statements

F-3

---

RENOVO HOLDINGS
(A Development Stage Company)
October 18, 2000, (Inception) to December 31, 2004STATEMENT OF STOCKHOLDERS' EQUITY

|                                                               | Common Stock | Stock subscriptions
		receivable | Additional Paid-in Capital | Accumulated During
		Developmental Stage (Deficit) | Total Stockholders' Equity
|-------------------------------------------------------------- | ------------ | -------------------------------- | -------------------------- | -------------------------------------------------- | --------------------------
|                                                               | Shares       | Amount                          
|October 18,
		2000                                             |              |                                  |                            |                                                    |                           
|                                                               |              |                                  |                            |                                                    |                           
|Shares issued
		for services                                   | 20,000,000   | $ 200                            | $ -                        | $ 4,800                                            | $ -                       
|Shares issued
		for cash                                       | 40,000,000   | 400                              | -                          | 9,600                                              | -                         
|Net (loss)
		October 18, 2000 (Inception) to December 31, 2000 | -            | -                                | -                          | -                                                  | (12,849)                  
|Balance
		December 31, 2000                                    | 60,000,000   | 600                              | -                          | 14,400                                             | (12,849)                  
|                                                               |              |                                  |                            |                                                    |                           
|Shares issued
		for cash                                       | 6,200,000    | 62                               | -                          | 9,238                                              | -                         
|Donated
		services                                             | -            | -                                | -                          | 4,231                                              | -                         
|Net loss
		December 31, 2001                                   | -            | -                                | -                          | -                                                  | (7,429)                   
|Balance
		December 31, 2001                                    | 66,200,000   | 662                              | -                          | 27,869                                             | (20,278)                  
|                                                               |              |                                  |                            |                                                    |                           
|Shares issued
		for cash                                       | 13,800,000   | 138                              | -                          | 20,562                                             | -                         
|January 10,
		2002 recapitalization                            |              |                                  |                            |                                                    |                           
|adjustment to
		additional paid-in-capital                     | -            | 79,200                           | -                          | (79,200)                                           | -                         
|Donated
		services                                             | -            | -                                | -                          | 6,000                                              | -                         
|Net loss
		December 31, 2002                                   | -            | -                                | -                          | -                                                  | (10,647)                  
|Balance
		December 31, 2002                                    | 80,000,000   | 80,000                           | -                          | (24,769)                                           | (30,925)                  
|                                                               |              |                                  |                            |                                                    |                           
|Donated
		services                                             | -            | -                                | -                          | 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                                             | -                         
|Shares issued
		for services                                   | 957,062      | 957                              | -                          | 115,843                                            | -                         
|Net loss
		December 31, 2003                                   | -            | -                                | -                          | -                                                  | (313,527)                 
|Balance
		December 31, 2003                                    | 65,957,062   | 65,957                           | -                          | 176,574                                            | (344,452)                 
|                                                               |              |                                  |                            |                                                    |                           
|Shares issued
		for cash                                       | 13,988,094   | 13,988                           | -                          | 47,191                                             | -                         
|Shares issued
		related to equity distribution agreement       | 82,300,000   | 82,300                           | (47,000)                   | 317,700                                            | -                         
|Shares issued
		for services                                   | 7,887,938    | 7,888                            | -                          | 226,812                                            | -                         
|Net loss
		December 31, 2004                                   | -            | -                                | -                          | -                                                  | (1,099,313)               
|Balance
		December 31, 2004                                    | 170,133,094  | $170,133                         | $ (47,000)                 | $ 768,277                                          | $ (1,443,765)             

The accompanying notes are an integral part of these financial
statements

F-4

---

RENOVO HOLDINGS
(A Development Stage Company)STATEMENT OF CASH FLOWS

| | December 31, | For the
		Period October 18, 2000 (Inception) to December 31,
| | ------------ | -------------------------------------------------------------
| | 2004         | 2003                                                         

|                                                |               |             |              
|----------------------------------------------- | ------------- | ----------- | -------------
|CASH FLOWS FROM
		OPERATIONS                    |               |             |              
|                                                |               |             |              
|Net loss                                        | $ (1,099,313) | $ (313,527) | $ (1,443,765)
|                                                |               |             |              
|Adjustments to reconcile net
		loss to net cash |               |             |              
|used for operating
		activities:                |               |             |              
|Stock issued for services                       | 234,700       | 67,500      | 307,200      
|Donated services                                | -             | 3,000       | 13,230       
|Depreciation                                    | 5,870         | -           | 5,870        
|Increase in accounts payable                    | 1,456         | -           | 1,995        
|Increase in accrued auto
		allowance            | 8,400         | 3,500       | 11,900       
|Increase in accrued expenses                    | 25,266        | 540         | 25,266       
|Increase in accrued salary
		-officer           | 240,000       | 104,167     | 344,167      
|Net cash used for operating
		activities        | (583,621)     | (134,820)   | (734,137)    
|                                                |               |             |              
|CASH FLOWS FROM INVESTING
		ACTIVITIES          |               |             |              
|Purchase of fixed assets                        | (61,676)      | -           | (61,676)     
|Net cash used in investing
		activities         | (61,676)      | -           | (61,676)     
|                                                |               |             |              
|CASH FLOWS FROM FINANCING
		ACTIVITIES          |               |             |              
|Issuance of common stock                        | 354,179       | 116,800     | 510,980      
|Issuance of secured debenture                   | 300,000       | -           | 300,000      
|Net cash used in financing
		activities         | 654,179       | 116,800     | 810,980      
|                                                |               |             |              
|Net increase (decrease) in
		cash               | 8,882         | (18,020)    | 15,167       
|Cash, beginning of period                       | 6,285         | 24,305      | -            
|Cash, end of period                             | $ 15,167      | $ 6,285     | $ 15,167     
|                                                |               |             |              
|Supplemental disclosure                         |               |             |              
|Interest paid                                   | $ 1,359       | $ -         | $ 1,359      
|Taxes paid                                      | $ -           | $ -         | $ -          

The accompanying notes are an integral part of these financial
statements

F-5

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

Note 1 - 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 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 mount of authorized common stock from
100,000,000 to 500,000,000 shares.

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 a 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.

F-6

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

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
as of December 31, 2004 or December 31, 2003.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to management as of
December 31, 2004 and December 31, 2003. 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
because they are short term in nature and their carrying amounts approximate
fair values or they are payable on demand.

Impairment of long lived assets

Long lived assets held and used by the Company are reviewed
for possible impairment whenever events or circumstances indicate the carrying
amount of an asset may not be recoverable or is impaired. No such impairments
have been identified by management at December 31, 2004 or December 31, 2003.

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.

F-7

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

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.

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.

Recent pronouncements

During 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 150 Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity
("SFAS No. 150"). SFAS No. 150 became fully effective for periods beginning
after December 15, 2003. SFAS No. 150 requires financial instruments with the
certain characteristics or redemption options to be classified as liabilities in
the financial statements. The Company adopted SFAS No. 150 as of January 1,
2004. This adoption did not result in a significant change to the financial
statements.

F-8

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

In November 2004, the FASB issued SFAS 151, "Inventory
Costs." SFAS 151 amends the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage) under the
guidance in ARB 43, Chapter 4, "Inventory Pricing." Paragraph 5 of ARB 43,
Chapter 4, previously stated that "...under some circumstances, items such as
idle facility expense, excessive spoilage, double freight, and rehandling costs
may be so abnormal as to require treatment as current period charges...." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. This statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. Management does not expect adoption
of SFAS 151 to have a material impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 152, "Accounting for
Real Estate Time-Sharing Transactions." The FASB issued this Statement as a
result of the guidance provided in AICPA Statement of Position (SOP) 04-2,
"Accounting for Real Estate Time-Sharing Transactions." SOP 04-2 applies to all
real estate time-sharing transactions. Among other items, the SOP provides
guidance on the recording of credit losses and the treatment of selling costs,
but does not change the revenue recognition guidance in SFAS 66, "Accounting for
Sales of Real Estate," for real estate time-sharing transactions. SFAS 152
amends Statement 66 to reference the guidance provided in SOP 04-2. SFAS 152
also amends SFAS 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that SOP 04-2 provides the relevant guidance on
accounting for incidental operations and costs related to the sale of real
estate time-sharing transactions. SFAS 152 is effective for years beginning
after June 15, 2005, with restatements of previously issued financial statements
prohibited. Management does not expect adoption of SFAS 152 to have a material
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153, "Exchanges of
Nonmonetary Assets," an amendment to Opinion No. 29, "Accounting for Nonmonetary
Transactions." Statement 153 eliminates certain differences in the guidance in
Opinion No. 29 as compared to the guidance contained in standards issued by the
International Accounting Standards Board. The amendment to Opinion No. 29
eliminates the fair value exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. Such an exchange has
commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS 153 is effective for
nonmonetary asset exchanges occurring in periods beginning after June 15, 2005.
Earlier application is permitted for nonmonetary asset exchanges occurring in
periods beginning after December 16, 2004. Management does not expect adoption
of SFAS 153 to have a material impact on the Company's financial statements.

F-9

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

In December 2004, the FASB issued SFAS 123(R), "Share-Based
Payment." SFAS 123(R) amends SFAS 123, "Accounting for Stock-Based
Compensation," and APB Opinion 25, "Accounting for Stock Issued to Employees."
SFAS 123(R) requires that the cost of share-based payment transactions
(including those with employees and non-employees) be recognized in the
financial statements. SFAS 123(R) applies to all share-based payment
transactions in which an entity acquires goods or services by issuing (or
offering to issue) its shares, share options, or other equity instruments
(except for those held by an ESOP) or by incurring liabilities (1) in amounts
based (even in part) on the price of the entity's shares or other equity
instruments, or (2) that require (or may require) settlement by the issuance of
an entity's shares or other equity instruments. This statement is effective (1)
for public companies qualifying as SEC small business issuers, as of the first
interim period or fiscal year beginning after December 15, 2005, or (2) for all
other public companies, as of the first interim period or fiscal year beginning
after June 15, 2005, or (3) for all nonpublic entities, as of the first fiscal
year beginning after December 15, 2005. Management is currently assessing the
effect of SFAS No. 123(R) on the Company's financial statements.

Note 2 - Furniture and Equipment

Furniture and equipment consists of the following categories
at December 31, 2004:

|Computers                       | 19,153 
|------------------------------- | -------
|Office equipment                | 15,162 
|Vehicles                        | 27,361 
|                                | 61,676 
|Less accumulated
		depreciation | (5,870)
|Total                           | 55,806 

Depreciation expense for the year ended December 31, 2004
totaled $5,870.

Note 3 - Secured convertible debentures

During 2004, the Company issued secured convertible
debentures totaling $300,000 to a securities broker. These debentures mature in
April 2007 and include interest of 5% payable upon conversion or maturity.

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 2004, $60,000 of these
debentures were converted to 13,988,094 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.

F-10

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

Note 4 - Income taxes

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.

The Company currently has net operating loss carryforwards
aggregating approximately $1,029,000, which expire through 2024. The deferred
tax asset of approximately $350,000 related to this carryforward has been fully
reserved.

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. The sources and tax effects of the differences for
the periods presented are as follows:

|Income tax provision at the
		federal statutory rate | 34% 
|---------------------------------------------------- | ----
|Effect of operating losses                           | -34%
|                                                     | 0%  

Net deferred tax assets consist of the following:

|                             | For the years ended
		December 31,
|---------------------------- | ----------------------------------
|                             | 2004                              
|Gross deferred tax asset     | $ 350,000                         
|Gross deferred tax liability | -                                 
|Valuation allowance          | (350,000)                         
|Net deferred tax asset       | $ -                               

The Company did not pay any income taxes during the year
ended December 31, 2004 or 2003.

Note 5 - Stockholders' equity

The Company is authorized to issue 5,000,000 shares of
preferred stock with a par value of $0.001. Rights, preferences and other terms
of the preferred stock will be determined by the board of directors at the time
of issuance.

On October 18, 2000, the Company issued 20,000,000 shares of
its $0.001 par value common stock for services valued at $5,000. The shares were
deemed to have been issued pursuant to an exemption provided by Section 4(2) of
the Act, which exempts from registration "transactions by an issuer not
involving any public offering."

F-11

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

On October 19, 2000, the Company issued 40,000,000 shares of
its $0.001 par value common stock for $10,000.00 cash. The shares were deemed to
have been issued pursuant to an exemption provided by Section 4(2) of the Act,
which exempts from registration "transactions by an issuer not involving any
public offering."

On January 4, 2002, the Company completed a public offerings
that was offered without registration under the Securities Act of 1933, as
amended (The "Act"), in reliance upon the exemption from registration afforded
by sections 4(2) and 3(b) of the Securities Act and regulation D promulgated
thereunder. The Company sold 20,000,000 shares of its $0.001 par value common
stock for a total amount of $30,000. Of these shares, 6,200,000 shares were
issued during 2001 and 13,800,000 were issued in January 2002.

On January 10, 2002, the Company approved a forward stock
split on the basis of 100 for 1. All references to the number of shares issued
and outstanding haven retroactively restated to reflect the forward split.

On July 14, 2003, the Company increased its authorized common
stock to 100,000,000 shares at $.001 par value.

On July 17, 2003, the Company cancelled 60,000,000 (post
split) shares of common stock held by 3 of its majority stockholders. Concurrent
with the cancellation, the Company issued 45,000,000 (post split) shares of its
$0.001 par value common stock to its new sole officer and director.

On July 21, 2003, the Company effectuated a 4:1 forward stock
split. The split was accomplished through the issuance of a 3 for 1 common stock
dividend, whereby all of the Company's stockholders on the Record Date of July
21, 2003, received three additional shares of common stock for every share they
currently owned, resulting in 65,000,000 (post split) shares of common stock
issued and outstanding.

On October 30, 2003, the Company issued 67,000 shares of its
$0.001 par value common stock valued at $10,000 to Mr. Barr pursuant to a
Consulting Agreement entered into on October 27, 2003. The shares issued were
unrestricted pursuant to an S-8 Registration filed with the SEC on August 26,
2003.

On October 30, 2003, the Company 67,000 shares of its $0.001
par value common stock valued at $10,000 to Mr. Broersma pursuant to a
Consulting Agreement entered into on October 27, 2003. The shares issued were
unrestricted pursuant to an S-8 Registration filed with the SEC on August 26,
2003.

From November 11, 2003 to December 22, 2003 the Company
issued 24,881 shares of its $0.001 par value common stock valued at $3,000 to
Cynthia Wainwright pursuant to a Consulting Agreement we entered into on October
1, 2003. The shares issued were unrestricted pursuant to an S-8 Registration
filed with the SEC on August 26, 2003.

F-12

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

From November 11, 2003 to December 22, 2003 the Company
issued 236,363 shares of its $0.001 par value common stock valued at $30,000 to
Loren Brown pursuant to a Consulting Agreement we entered into on October 1,
2003. The shares issued were unrestricted pursuant to an S-8 Registration filed
with the SEC on August 26, 2003.

From November 11, 2003 to December 22, 2003 the Company
issued 118,181 shares of its $0.001 par value common stock valued at $15,000 to
Matt Lettau pursuant to a Consulting Agreement we entered into on October 1,
2003. The shares issued were unrestricted pursuant to an S-8 Registration filed
with the SEC on August 26, 2003.

On December 16, 2003, the Company issued 80,000 shares of its
$0.001 par value common stock valued at $8,800 to Florida Catastrophe Corp for
consulting services provided to the Company. The shares issued were unrestricted
pursuant to an S-8 Registration filed with the SEC on August 26, 2003.

On December 22, 2003, the Company issued 363,637 shares of
its $0.001 par value common stock valued at $40,000 to Donald J. Stoecklein for
legal services provided to the Company. The shares issued were unrestricted
pursuant to an S-8 Registration filed with the SEC on August 26, 2003.

On January 19, 2004, the Company issued 328,481 shares of its
common stock to various individuals for consulting services valued at $29,500.

On February 10, 2004 the Company issued 140,000 shares of its
common stock to Michael Manion for consulting services valued at $10,000.

On February 23, 2004 the Company issued 306,250 shares of its
common stock to various individuals for consulting services valued at $24,500.

On March 30, 2004, the Company issued 970,000 shares of its
common stock to various individuals for consulting services valued at $29,200.

On May 11, 2004, the Company filed a Form S-8 registering
15,625,000 shares of its common stock under the 2004 Consultant and Employee
Stock Compensation Plan.

On May 13, 2004, the Company issued 10,000 shares of its
$0.001 par value common stock to Newbridge Securities Corporation for placement
agent fees in the amount of $200.

On May 14, 2004, the Company issued 1,933,207 shares of its
$0.001 par value common stock to various individuals for consulting agreements
valued at $89,300.

On June 14, 2004, the Company amended its Articles of
Incorporation to increase its authorized capital to 500,000,000 shares of common
stock, $0.001 par value per share.

On June 17, 2004, the Company issued 1,575,000 shares of its
$0.001 par value common stock to various individuals for consulting agreements
valued at $31,000.

F-13

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

On June 30, 2004, the Company filed a registration statement,
registering 368,687,500 shares of its common stock for the resale by all
investors who purchase convertible debentures and to cover the $5,000,000 equity
line under the Equity Distribution Agreement. The selling stockholders consist
of Cornell Capital Partners, who intends to sell up to 368,687,500 shares of
common stock, 250,000,000 of which are under the Equity Distribution Agreement,
117,187,500 are under secured convertible debentures.

On August 11, 2004, the Company converted $20,000 of the
secured convertible debenture in exchange for 3,571,428 shares of its $0.001 par
value common stock.

On September 13, 2004, the Company issued 125,000 shares of
its $0.001 par value common stock to Cynthia Wainwright in exchange for services
valued at $1,000.

On September 13, 2004, the Company issued 2,500,000 shares of its par value
common stock to a related party in exchange for services valued at $20,000.

On September 14, 2004, the Company converted $20,000 of the
secured convertible debenture in exchange for 4,166,666 shares of its $0.001 par
value common stock.

On October 13, 2004, the Company converted $20,000 of the
secured convertible debenture in exchange for 6,250,000 shares of its $0.001 par
value common stock.

During the six-month period ended December 31, 2004, the Company issued
82,300,000 shares of its $0.01 par value common stock to an escrow agent on
behalf of Cornell Capital pursuant to the Standby Equity Distribution Agreement
entered into on June 30, 2004. The Company recorded a subscription receivable as
of December 31, 2004 in the amount of $47,000.

There have been no other issuances of common stock.

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 6 - 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 December 31, 2004 in excess of $1,000,000. In addition, the Company's
development activities since inception have been financially sustained through
equity financing.

F-14

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

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 7 - Warrants and options

There are no warrants or options outstanding to acquire any
additional shares of common stock.

Note 8 - Related party transactions

Amounts due to the Company's chief executive officer totaled
approximately $357,000 and $108,000 at December 31, 2004 and 2003, respectively.
These amounts primarily represent unpaid salary and auto allowance in accordance
with an employment agreement.

Note 9 - Commitments and contingent liabilities

Lease commitments - The Company leases certain office
premises under a non-cancelable operating leases. The leases expire in June 2005
and October 2006 and requires the Company to pay real estate taxes, insurance
and other costs.

Aggregate minimum rental commitments at December 31, 2004
under non-cancelable operating leases are summarized as follows:

|Year ending  | Gross   
|------------ | --------
|December 31, | Rentals 
|2005         | $ 40,026
|2006         | 31,400  
|             | $ 71,426

Rental expense included in operations totaled approximately
$15,000 for the year ended December 31, 2004.

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.

F-15

---

RENOVO HOLDINGS
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS

Note 10 - 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 years ended December 31, 2004, the Company granted
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 $234,700 during the year ended December 31, 2004.



F-16