UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2010OR[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission file number 000-53435





RENAISSANCE BIOENERGY INC.


(Formerly, ESE Corp.)


(Exact name of registrant as specified in its charter)





NEVADA


(State or other jurisdiction of incorporation or organization)





1875 Century Park East, Suite 700


Los Angeles, California 90067


(Address of principal executive offices, including zip code.)





888-717-2221


(telephone number, including area code)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.


YES [X] NO [ ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
[  ]

Accelerated filer

[  ]Non-accelerated filer
[  ]

Smaller reporting company
[X]





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES [X ] NO [  ]


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 254,948,988 shares of common stock as of April 7, 2010.




















TABLE OF CONTENTS








PART I. - FINANCIAL INFORMATIONPageITEM 1.
FINANCIAL STATEMENTS
3Balance Sheets as of February 28, 2010 (unaudited) and May 31, 2009
3Unaudited Condensed Statements of Operations for the three and nine month periods ended February 28, 2010 and February 28, 2009 and the period from inception
4Unaudited Statements of Cash Flows for the nine month periods ended February 28, 2010 and February 28, 2009 and the period from inception
5Condensed Notes to Interim Financial Statements
6ITEM 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
14ITEM 3.
Quantitative and Qualitative Disclosures about Market Risk
17ITEM 4.
Controls and Procedures
17PART II. - OTHER INFORMATIONITEM 1A.
Risk Factors
18ITEM 6.
Exhibits
18Signatures
19Index to Exhibits
20





























2


ITEM 1.        FINANCIAL STATEMENTS





RENAISSANCE BIOENERGY INC.(A Development Stage Enterprise)BALANCE SHEETSFebruary 28,


May 31,2010


2009(unaudited)ASSETSCURRENT ASSETSCash

$
7,526


$
13Deferred Expenses


45,137Total Current Assets


52,663



13OTHER ASSET - Deposit


50,000



-TOTAL ASSETS

$
102,663


$
13LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts Payable

$
26,624


$
5,004Accrued Officers and Directors Compensation


38,167



-Convertible Note Payable to Officer/Stockholder


15,000



-Total Current Liabilities


79,791



5,004LONG-TERM DEBT-Convertible Note Payable to Officer/Stockholder


50,000



-COMMITMENTS AND CONTINGENCIES


-



-STOCKHOLDERS' EQUITYPreferred stock, $0.00001 par value; 100,000,000 shares authorized,no  shares issued and outstanding


-



-Common stock, $0.00001 par value; 3,000,000,000 sharesauthorized, 254,948,988 and 389,948,988 shares issued andoutstanding at February 28, 2010 and May 31, 2009, respectively


2,550



3,900Additional Paid in Capital


203,072



125,346Common Stock Subscribed, 3,250,000 Shares


65,000



-Deficit accumulated during the development stage


(297,750
)


(134,237
)Total Stockholders' Equity


(27,128
)


(4,991
)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
102,663


$
13





See accompanying condensed notes to the interim financial statements


F-1





3





RENAISSANCE BIOENERGY INC.(A Development Stage Enterprise)STATEMENTS OF OPERATIONS - UNAUDITEDPeriod fromThree Months

Three Months

Nine Months

Nine Months

April 27, 2005Ended

Ended

Ended

Ended

(Inception) toFebruary 28,

February 28,

February 28,

February 28,

February 28,2010

2009

2010

2009

2010REVENUES


$
-
$
-
$
-
$
-
$
-OPERATING EXPENSESDepreciation



-

-

-

-

9,546Legal & accounting


12,593

5,849

35,071

28,169

123,522Financing fees



-

-

-

-

35,000General & administrative


124,877

186

126,407

831

133,718License fees



1,485

-

1,485

-

1,960Total Operating Expenses


138,955

6,035

162,963

29,000

303,746OTHER INCOME (EXPENSE)Forgiveness of debt


-

-

-

-

7,000Interest expense



(550)

-

(550)

(88)

(1,004)Total Other Income (Expense)

(550)

-

(550)

(88)

5,996NET LOSS FROM OPERATIONS

(139,505)

(6,035)

(163,513)

(29,088)

(297,750)LOSS BEFORE TAXES


(139,505)

(6,035)

(163,513)

(29,088)

(297,750)INCOME TAXES



-

-

-

-

-NET LOSS


$
(139,505)
$
(6,035)
$
(163,513)
$
(29,088)
$
(297,750)NET LOSS PER COMMON SHARE,BASIC AND DILUTED

$
nil
$
nil
$
nil
$
nil
$WEIGHTED AVERAGE NUMBER OF

COMMON STOCK SHARESOUTSTANDING, BASIC AND

DILUTED

275,718,222

389,948,988

336,913,275

389,948,988





See accompanying condensed notes to the interim financial statements


F-2














4


RENAISSANCE BIOENERGY INC.(A Development Stage Enterprise)STATEMENTS OF CASH FLOWSPeriod fromApril 27, 2005Period Ended


Period Ended


(Inception) toFebruary 28,


February 28,


February 28,2010


2009


2010(unaudited)


(unaudited)


(unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(163,513
)

$
(29,088
)

$
(297,750
)Adjustments to reconcile net income (loss) to netcash provided (used) by operating activities:Depreciation


-



-



9,546Non cash compensation and services related tostock issuances


56,372



-



56,372Increase in deferred expenses


(45,137
)


-



(45,137
)Increase (decrease) in accounts payable


21,620



(13,566
)


26,623Increase in accrued compensation


38,167







38,167Net cash provided (used) by operating activities


(92,491
)


(42,654
)


(212,179
)CASH FLOWS FROM INVESTING ACTIVITIES:Deposit for and purchase of fixed assets


(50,000
)


-



(59,546
)Net cash provided (used) by investing activities


(50,000
)


-



(59,546
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from convertible debt


65,000



-



65,000Proceeds from sales of common stock and

subscriptions for common stock


65,000



-



90,258Contribution of capital


20,004



42,573



123,993Net cash provided by financing activities


150,004



42,573



279,251Change in cash


7,513



(81
)


7,526Cash, beginning of period


13



130



-Cash, end of period

$
7,526


$
49


$
7,526SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid

$
550


$
-


$
550Income taxes paid

$
-


$
-


$
-





See accompanying condensed notes to the interim financial statements
 F-3
 
 5





RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS


FEBRUARY 28, 2010 AND 2009







NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION





Renaissance Bioenergy, Inc. (the "Company") was incorporated as ESE Corp. on April 27, 2005 under the laws of the State of Nevada.  The Company was originally organized to lease, purchase or construct retail locations for the purpose of selling coffee and related products. In December 2009, the principal shareholders sold their shares to an unrelated entity and the Company, under its new management, has adopted a new business plan that involves the acquisition of facilities for the purpose of processing selected liquid waste products into ethanol.





Effective January 6, 2010, the Company changed its name from ESE Corp. to Renaissance BioEnergy Inc.





The Company is a development stage company and is concentrating substantially all of its efforts in raising capital and implementing its business plan.





The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation K as promulgated by the Securities and Exchange Commission (“SEC”).  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements.  These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included  in the Company’s annual report on Form 10K for the year ended May 31, 2009, which was filed with the SEC on August 31, 2009. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.  Operating results for the nine month period ended February  28, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2010.





The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions and could have a material effect on the reported amounts of the Company’s financial position and results of operations.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES





This summary of significant accounting policies of Renaissance BioEnergy Inc. is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.





F-4


6


RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


FEBRUARY 28, 2010 AND 2009








Accounting Method


The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.





Cash and Cash Equivalents


For purposes of its statement of cash flows, the Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.





Derivative Instruments


ASC 815-24 (formerly SFAS No. 133), “Accounting for Derivative Instruments and Hedging Activities”,  requires all derivatives to be recorded as either assets or liabilities and measured at fair value.





If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.





At February 28, 2010 and 2009, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.





Development Stage Activities


The Company has been in the development stage since its formation.  It was formerly engaged in establishing retail locations for the purpose of selling coffee and related products at drive-through establishments in North Carolina.  No locations were ever completed and no revenue from retail locations was realized.  Currently, the Company is seeking to raise capital for the purpose of acquiring or constructing a plant to process liquid waste into ethanol.





Fair Value of Financial Instruments


The Company's financial instruments as defined by Statement of Financial Accounting Standards Board ("FASB") ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at February 28, 2010.





FASB ASC 820, defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value


measurements.   FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:





Level 1.  Observable inputs such as quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. The Company has no Level 1 assets or liabilities; and





Level 2. Inputs from other than quoted prices in active markets, that are observable either directly or indirectly. The Company has no Level 2 assets or liabilities; and





F-5


7





RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


FEBRUARY 28, 2010 AND 2009




Level 3.  Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions. The Company’s Level 3 assets consist of securities in privately held companies; the Company has no Level 3 liabilities.





The Company does not have any assets or liabilities measured at fair value on a recurring basis at February 28, 2010. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the period ended February 28, 2010.





Income Taxes


Income taxes are provided based upon the liability method of accounting pursuant to  ASC 740-10-25 Income Taxes-Recognition.  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset.





At February 28, 2010 and May 31, 2009, the Company had net deferred tax assets calculated at an expected rate of 34% of approximately $101,300 and $45,600, respectively, principally arising from net operating loss carryforwards for income tax purposes.  As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at February 28, 2010 and May 31, 2009.  The significant components of the deferred tax asset at February 28, 2010 and May 31, 2009 were as follows:





February 28,

2010
May 31,

2009Net operating loss carryforward

$297,750
$134,237Deferred tax asset

$101,300
$45,600Deferred tax asset valuation allowance

($101,300)
$(45,600)





At February 28, 2010 and May 31, 2009, the Company has estimated net operating loss carryforwards of approximately $297,800 and $134,200, respectively, which expire in the year 2026-2029.  The approximate net change in valuation allowance between May 31, 2009 and August 31, 2009 is $55,700.





The Company has not yet determined what portion, if any, of the net operating losses available for carryforward, amounting to approximately $158,200 at November 30, 2009,  that could be lost due to the December 2009 change in control.
















F-6


8


RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


FEBRUARY 28, 2010 AND 2009





Net Loss Per Share


The Company has adopted ASC 260, Earnings Per Share, which provides for calculation of "basic" and "diluted" earnings per share.  Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share.  Basic and diluted losses per share were the same, at the reporting dates, as there were no common stock equivalents outstanding.





Reclassifications


Certain amounts from prior periods have been reclassified to conform to the current period presentation.  This reclassification has resulted in no changes to the Company's accumulated deficit or net losses presented.





Use of Estimates


The process of preparing financial statements in conformity with accounting principles generally acceptedin the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.





Recent Accounting Pronouncements


In June 2009, FASB issued ASU 2009-01 Topic 105 — Generally Accepted Accounting Principles. ASU 2009-01 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. ASU 2009-01 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.





In October 2009, FASB issued ASU 2009-13 Revenue Recognition (Topic 605). ASU 2009-05 provides accounting and financial reporting disclosure amendments for multiple-deliverable revenue arrangements. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of this ASU is not anticipated to have a material impact on the Company’s financial position or results of operations.





In September 2009, the FASB issued ASU 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).ASU 2009-12 provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The adoption of this ASU in not anticipated to have a material impact on the Company’s financial position or results of operation.








F-7


9


RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


FEBRUARY 28, 2010 AND 2009





In August 2009, FASB issued ASU 2009-05 Fair Value Measurements and Disclosure (Topic 820). ASU 2009-05 provides amendments for the fair value measurement of liabilities and clarification on fair value measuring techniques. ASU 2009-05 is effective for the first reporting period, including interim periods, beginning after the issuance. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.


In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under FASB ASC 810, Consolidation and requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity.


SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this Update will have no material effect on the Company’s financial condition or results of operations.


In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). This Statement removes the concept of a qualifying special-purpose entity from Statement 140 and removes the exception from applying FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities,to qualifying special-purpose entities.  SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.


In May, 2009, FASB issued ASC 855 Subsequent Eventswhich establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be issued.





In January 2010, the FASB issued Accounting Standards Update 2010-06, Fair Value Measurements and Disclosures (Topic 820).This Update provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures - Overall, that require new disclosures and clarify existing disclosures.  The amendments in this Update are effective for interim and annual periods beginning after December 15, 2010.











F-8


10


RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


FEBRUARY 28, 2010 AND 2009





Going Concern


As shown in the accompanying financial statements, the Company incurred a net loss for the period ending February 28, 2010, has no revenues, and has an accumulated deficit of $297,750 since the inception of the Company. These factors indicate that the Company may be unable to continue in existence.  The financial statements do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.  The Company anticipates it will require an estimated $6,000,000 to acquire or build a processing facility, continue operations and increase development through the next fiscal year. Management is seeking additional capital from new equity securities offerings that, if successful, will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.  However, there are inherent uncertainties and management cannot provide assurances that it will be successful in its endeavors, as the timing and amount of capital requirements will depend on a number of factors.





NOTE 3-CHANGE OF CONTROL AND BUSINESS





On December 6, 2009, the two individuals who controlled 30,000,000 pre-split (360,000,000 post-split) shares, representing approximately 92% of the then issued and outstanding shares of the Company's common stock, sold such shares to an unrelated entity.  On January 5, 2010, the new principal shareholder retired 25,000,000 pre-split (300,000,000 post-split) shares.





Our new business plan involves the purchase of an existing plant located in the state of Ohio or the construction of a plant to recycle liquids, such as soda, juices, beer, wine, spirits, syrups, and waste alcohol from pharmaceutical and industrial sources, which are destined for disposal, into ethanol.   The Company also intends to recycle the packaging materials originally containing the liquids.





NOTE 4– CAPITAL STOCK




Preferred Stock


The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001.  As of February 28, 2010, the Company has not issued any preferred stock.





Common Stock


On December 14, 2009 we amended our Articles of Incorporation and increased our authorized shares from 100,000,000 to 250,000,000 shares of common stock, $0.00001 par value per share, which was further increased by the March 9, 2010 stock split to 3,000,000,000 shares of $0.00001 par value


common stock.  All shares have equal voting rights, are non-assessable and have one vote per share.  Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.











F-9


11





RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


FEBRUARY 28, 2010 AND 2009





On January 5, 2010, subsequent to the aforementioned change of control whereby an unrelated entity acquired 30,000,000 pre-split shares of our common stock,  25,000,000 pre-split shares were retired.  On January 19, 2010, we authorized a 12 for 1 split of our common stock, which became effective March 9, 2010.  The stock split was accomplished by issuing additional shares to existing shareholders and adjusting the common stock accounts for the par value of the additional shares issued. The accompanying financial statements give retroactive effect to the aforementioned name change and stock split for all periods presented.





In its initial capitalization on May 31, 2005, the Company issued to officers 360,000,000 shares of common stock for $300 cash. During the year ended May 31, 2006, the Company sold 29,948,988 shares of common stock for $24,958 cash.





There were no shares issued in the years ending May 31, 2007, 2008 and 2009.





On January 5, 2010, the principal stockholder of the Company retired for cancellation 300,000,000 of the 360,000,000 shares acquired in December 2009.  The associated par value of the retired shares was transferred to Additional Paid In Capital





On February 17, 2010, the four officers and/or directors, were issued an aggregate of 137,000,000 common shares valued at $9,704.  The value of the shares were accounted for as payment in lieu of cash compensation due them.





On February 17, 2010, the Company issued to three consultants, an aggregate of 28,000,020 shares of its common stock for services to be rendered over the next twelve months.  The shares vest on a monthly basis over one year from February 2010.  The agreements to provide services were negotiated  during December 2009 and January 2010 and, since there was no effective market for the shares duing that period, they were valued, in addition to cash compensation to be paid to them, at the fair market value of the services to be rendered, which amounted to $46,667 for the three consultants.  Amortization of $1,530 has been charged to operations for the initial period ended February 28, 2010.





Contributed Capital


During the period ended February 28, 2010, a former shareholder contributed an additional $20,004 of capital.





Common Stock Subscribed


Pursuant to a private placement memorandum, the Company has agreed to issue to a group of individuals 3,250,000 shares of Common Stock for $65,000 in cash advances during December 2009 and January 2010.





NOTE 5 – DEPOSIT





In connection with the proposed acquisition of the aforementioned ethanol processing plant located in the state of Ohio, we have made a non-refundable deposit of $50,000 to be applied to the total purchase price of $4,000,000 for this facility.





F-10


12


RENAISSANCE BIOENERGY INC


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS (continued)


FEBRUARY 28, 2010 AND 2009





NOTE 6 - CONVERTIBLE NOTES PAYABLE TO OFFICER/STOCKHOLDER





We borrowed $50,000 on February 1, 2010, from the principal officer/stockholder of the Company which is due and payable January 1, 2012, together with accrued interest of 12% per year.





We borrowed $15,000 on February 25, 2010 from the principal officer/stockholder of the Company which is due April 25, 2010 together with accrued interest of 30% per year.





Both notes are convertible to common stock at $0.02 per share, in whole or in part, at the option of the Company, up to an aggregate of 3,250,000 shares.





NOTE 7 - COMMITMENTS AND CONTINGENCIES





On February 11, 2010, we entered into an asset purchase agreement for the purchase of an ethanol processing plant.  Terms of the agreement include a payment of a $50,000 deposit upon signing the agreement and an additional deposit of $150,000, due February 9, 2010.  Under the agreement, deposits are non-refundable and are applied against the purchase price of $4,000,000 at the closing, scheduled for March 9, 2010,





As of February 28,2010, we have not made the additional deposit payment of $150,000.  The Company is in discussions with the seller regarding the extension of the terms of the agreement.





NOTE 8 – SUBSEQUENT EVENTS





On March 9, 2010, the Company effected a 12 for 1 forward stock split of its common stock, thereby increasing the common stock authorized from 250,000,000 to 3,000,000,000 shares and the issued and outstanding shares on the effective date from 21,245,753 to 254,948,988 shares.  The accompanying financial statements give retroactive effect to this stock split for all periods presented.





During March 2010, we received $15,000 from two investors pursuant to a subscription agreement for a private placement for 750,000 shares of our common stock.  In April 2010 the principal officer/stockholder of the Company advanced us an additional $5,000 under a note which is convertible to common stock.





As of the issue date of these financial statements, the Company has been unable to close on the asset purchase agreement discussed in Note 7.


















F-11


13











ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.





This section of this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.





Plan of Operation





We are a start-up corporation and have not yet generated or realized any revenues from our business operations.  Our original business plan involved the operating a chain of retail locations and we leased our first store .  We have not commenced operations, the lease has been terminated and related property and equipment has been abandoned.





In December 2009, control of our Company was acquired by another entity and, together with a new team of executive and management personnel, have abandoned the predecessors business plan and are in process of implementing a new business plan.  It is now our intent to acquire a facility that is to recycle liquids, such as soda, juices, beer, wine, spirits, syrups, and waste alcohol from pharmaceutical and industrial sources, which are destined for disposal, into ethanol.   The Company also intends to recycle the packaging materials originally containing the liquid.  The implementation of our new business plan is dependent upon our raising approximately $6 million to purchase or construct a processing facility,  institute a marketing program to attract customers and provide working capital for operating personnel and related expenses until such time as profitable operations are achieved, if ever.  Since acquiring control of the Company through April 9, 2010, we have raised $80,000 from investors in a private placement of common stock  and we have borrowed $70,000 from our principal officer/shareholder.





Should we achieve revenue producing operations, if we are unable to generate sufficient revenues, we may have to suspend or cease operations.  If we cease operations, we do not have any plans to do anything else.





Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin operations. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is from investors and advances by our officers and directors.





Limited Operating History; Need for Additional Capital





There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in goods and services.  We need additional capital to operate during the next twelve months.





14





To become profitable and competitive, we have to attract customers and generate revenues.





Equity financing could result in additional dilution to existing shareholders.





As of the date of this report, we have yet to begin operations and therefore have not generated any revenues.





Liquidity and Capital Resources





As of February 28, 2010, our total assets were $102,663 consisting of cash $7,526, deferred consulting expenses $45,137 and a non-refundable deposit of $50,000 for a processing facility.  Our total liabilities were $129,791.





Subsequent to the December 2009 change of control we have raised $65,000 in cash from investors pursuant to stock subscriptions.   When issued, the investors will receive 3,250,000 shares of common stock at $0.02 per share.  Subsequent to February 28, 2010, we have raised an additional $15,000 under the same terms.





In February 2010, the principal shareholder lent us $50,000 and $15,000 pursuant to notes which are convertible, at any time and in any amount at the option of the Company, to an aggregate of 3,250,000 shares of common stock at $0.02 per share.  The notes are due January 2012 and April 2010 and bear interest at the annual rate of 12% and 30%, respectively.   An additional $5,000 was advanced by the principal shareholder  on April 7, 2010.





If we are unable to raise additional cash we will either have to suspend operations until we do raise the cash, or cease operations entirely.  As of the date of this report, we have not initiated revenue producing operations.





Results of Operations





Period from April 27, 2005 (inception) to February 28, 2010:





Since inception on April 27, 2005, we have not generated any revenues. Our expenses from inception through February 28, 2010 were $297,750, comprised of $9,546 for depreciation; $123,522 for legal and accounting fees, $35,000 for financing fees, $133,718 for general and administrative expenses, $1,960 for license fees, and $1,004 for interest expense.  Offsetting these expenses was $7,000 for debt forgiveness.





Three and Nine Month Periods Ending February 28, 2010 compared with 2009:





In the three month period from December 1, 2009 to February 28, 2010 total operating expenses were $138,955 versus $6,035 for the three month period ended February 28, 2009 for an increase of $132,920.  These increases were the result of higher legal and accounting expense, $6,744, general and administrative expense, $124,691 and license fees, $1,485.  The increase in general and administrative expenses was principally due to officer and director compensation, $65,871, fees paid to consultants, $43,130 and travel $9,945.





15


In the nine month period from June 1, 2009 to February 28, 2010 total operating expenses were $162,963 versus $29,000 for the period from June 1, 2008 to February 28, 2009 for an increase of $133,963.  These increases were the result of higher legal and accounting expense, $6,902, general and administrative expense, $125,576 and license fees, $1,485.  The increase in general and administrative expenses was principally due to officer and director compensation, $65,871, fees paid to consultants, $43,130 and travel $9,945.





Recent Accounting Pronouncements





In June 2009, FASB issued ASU 2009-01 Topic 105 — Generally Accepted Accounting Principles. ASU 2009-01 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. ASU 2009-01 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations.





In October 2009, FASB issued ASU 2009-13 Revenue Recognition (Topic 605). ASU 2009-05 provides accounting and financial reporting disclosure amendments for multiple-deliverable revenue arrangements. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The adoption of this ASU is not anticipated to have a material impact on the Company’s financial position or results of operations.





In September 2009, the FASB issued ASU 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).ASU 2009-12 provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The adoption of this ASU in not anticipated to have a material impact on the Company’s financial position or results of operation.





In August 2009, FASB issued ASU 2009-05 Fair Value Measurements and Disclosure (Topic 820). ASU 2009-05 provides amendments for the fair value measurement of liabilities and clarification on fair value measuring techniques. ASU 2009-05 is effective for the first reporting period, including interim periods, beginning after the issuance. The adoption of this ASU did not have a material impact on the Company’s financial position or results of operations





In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”), which amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under FASB ASC 810, Consolidation and requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity.


SFAS No. 167 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 167 is effective as of the beginning of the first fiscal year that begins after November 15, 2009, early adoption is prohibited. The adoption of this Update will have no material effect on the Company’s financial condition or results of operations.


In June, 2009, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). This Statement removes the concept of a qualifying special-purpose entity from Statement 140 and removes the exception from applying FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities,to qualifying special-purpose entities.
   16
 SFAS No. 166 has not yet been codified and in accordance with ASC 105, remains authoritative guidance until such time that it is integrated in the FASB ASC. SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009 and early adoption is prohibited. The adoption of this statement will have no material affect on the financial statements. The adoption of this statement will have no material effect on the Company’s financial condition or results of operations.


In May, 2009, FASB issued ASC 855 Subsequent Eventswhich establishes principles and requirements for subsequent events. In accordance with the provisions of ASC 855, the Company currently evaluates subsequent events through the date the financial statements are available to be issued.





ITEM 3.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





ITEM 4.        CONTROLS AND PROCEDURES.
 
 Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are not effective. We failed to file a number of Form 8-Ks which were required by law and which are currently past due.  We intend to file said Form 8-Ks within the next 2 weeks and implement written procedures to assure that all reports are timely filed with the SEC.
 
 There were no changes in our internal control over financial reporting during the quarter ended February 28, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.































17





PART II. OTHER INFORMATION





ITEM 1A.     RISK FACTORS





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





ITEM 6.        EXHIBITS.





The following documents are included herein:





Exhibit No.
Document Description31.1
Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002











































18





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 13th day of April, 2010.





RENAISSANCE BIOENERGY INC.BY:
SCOTT PUMMILLScott Pummill,

President and Principal  Executive OfficerBY:
SAMUEL GULKOSamuel Gulko,

Chief Financial Officer and Principal Financial Officer























































19





EXHIBIT INDEX





Exhibit No.
Document Description31.1
Certification of Principal Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





































20