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 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 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)





36101 Bob Hope Dr., Suite E5-238


Rancho Mirage, California   92270


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





888-717-2221


(telephone number, including area code)





Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   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. (Check one):





Large Accelerated Filer
[  ]

Accelerated Filer
[  ]Non-accelerated Filer
[  ]

Smaller Reporting Company
[X](Do not check if smaller reporting company)





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





APPLICABLE ONLY TO CORPORATE ISSUERS:





Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:254,948,988 as of October 13, 2010.




















TABLE OF CONTENTS





PagePART I.Item 1.
Financial Statements.
3Financial Statements:Balance Sheets as of August 31,2010 (unaudited) and May 31, 2010
F-1Unaudited Condensed Statements of Operations for the three months periods ended August 31, 2010 and August 310, 2009 and the period from inception
F-2Unaudited Statements of Cash Flows for the three months periods ended August 31, 2010 and August 310, 2009 and the period from inception
F-3Condensed Notes to Interim Financial Statements
F-4Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
11Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
13Item 4.
Controls and Procedures.
13PART II.Item 1A.
Risk Factors.
15Item 6.
Exhibits.
15Signatures
16Exhibit Index
17



































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PART I – FINANCIAL INFORMATION





ITEM 1.               FINANCIAL STATEMENTS





RENAISSANCE BIOENERGY INC.(A Development Stage Enterprise)BALANCE SHEETSAugust 31,2010

May 31,(unaudited)

2010ASSETSCURRENT ASSETSCash
$
3,373
$
19,408Deferred Expenses

21,798

33,466Total Current Assets

25,171

52,874OTHER ASSET - Deposit

-

-TOTAL ASSETS
$
25,171
$
52,874LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts Payable
$
20,040
$
29,352Accrued Interest Payable

6,687

3,142Accrued Officers and Directors Compensation

194,871

120,871Advance from Officer/Director

6,000

-Convertible Notes Payable, including $89,352 to officers, net

125,693

95,240Total Current Liabilities

353,291

248,605COMMITMENTS 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 shares issued and outstanding atAugust 31, 2010 and May 31, 2010

2,590

2,590Additional Paid in Capital

283,032

283,032Deficit accumulated during the development stage

(613,742)

(481,353)Total Stockholders’ Equity

(328,120)

(195,731)TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
25,171
$
52,874








See the accompanying condensed notes to the interim financial statements.


F-1





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RENAISSANCE BIOENERGY INC.(A Development Stage Enterprise)Statements of OperationsPeriod fromThree Months

Three Months

April 27, 2005Ended

Ended

(Inception) toAugust 31,

August 31,

August 31,2010

2009

2010REVENUES
$
-
$
-
$
-OPERATING EXPENSESLegal & accounting

12,630

18,648

142,282Financing fees

-

-

35,000General & administrative

116,214

569

436,079Total Operating Expenses

128,844

19,217

613,361OTHER INCOME (EXPENSE)Forgiveness of debt

-

-

7,000Interest expense

(3,545)

-

(7,381)Total Other Income (Expense)

(3,545)

-

(381)NET LOSS FROM OPERATIONS

(132,389)

(19,217)

(613,742)LOSS BEFORE TAXES

(132,389)

(19,217)

(613,742)INCOME TAXES

-

-

-NET LOSS
$
(132,389)
$
(19,217)
$
(613,742)NET LOSS PER COMMON SHARE,BASIC AND DILUTED
$
nil
$
nilWEIGHTED AVERAGE NUMBER OFCOMMON STOCK SHARES OUTSTANDING,OUTSTANDING, BASIC AND DILUTED

258,948,988

389,948,988





























See the accompanying condensed notes to the interim financial statements.


F-2





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

Period Ended

(Inception) toAugust 31,

August 31,

August 31,2010

2009

2010(unaudited)

(unaudited)

(unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss
$
(132,389)
$
(19,217)
$
(613,742)Adjustments to reconcile net income (loss) to netcash provided (used) by operating activities:Depreciation

-

-

9,546Non cash compensation and services related tostock issuances

-

-

23,146Non cash debt issuance expenses

17,121



17,121Increase (decrease) in accounts payable

(9,311)

3,680

20,042Increase in accrued compensation and interest

77,544

-

201,557Net cash provided (used) by operating activities

(47,035)

(15,537)

(342,330)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of fixed assets

-

-

(9,547)Net cash provided (used) by investing activities

-

-

(9,547CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from convertible debt and officer loans

31,000

-

126,000Proceeds from sales of common stock

-

-

105,258Contribution of capital

-

15,698

123,993Net cash provided by financing activities

31,000

15,698

355,251Change in cash

(16,035)

161

3,373Cash, beginning of period

19,408

13

-Cash, end of period
$
3,373
$
174
$
3,373SUPPLEMENTAL CASH FLOW INFORMATION:Interest paid
$
-
$
-
$
3,836Income taxes paid
$
-
$
-
$
-

















See accompanying condensed notes to the interim financial statements.


F-3





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RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS


AUGUST 31, 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, 2010, which was filed with the SEC on September 13, 2010. 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 three month period ended August 31, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2011.





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 are published, 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





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RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS


AUGUST 31, 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 August 31, 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 August 31, 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





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RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS


AUGUST 31, 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 August 31, 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 August 31, 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 August 31, 2010 and May 31, 2010, the Company had net deferred tax assets calculated at an expected rate of 34% of approximately $208,700 and $163,600, 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 August 31, 2010 and May 31, 2010.  The significant components of the deferred tax asset at August 31, 2010 and May 31, 2010 were as follows:





August 31, 2010

May 31, 2010Net operating loss carryforward
$
613,742
$
481,353Deferred tax asset
$
208,700
$
163,600Deferred tax asset valuation allowance
$
(208,700)
$
(163,600)





At August 31, 2010 and May 31, 2010, the Company has estimated net operating loss carryforwards of approximately $613,700 and $481,300, respectively, which expire in the years 2025 to 2030.  The approximate net change in valuation allowance between May 31, 2010 and August 31, 2010 is $45,100.





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.





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.





F-6





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RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS


AUGUST 31, 2010 AND 2009





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.





Going Concern


As shown in the accompanying financial statements, the Company incurred a net loss for the period ending August 31, 2010, has no revenues, and has an accumulated deficit of $613,742 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 - DEFERRED EXPENSES





Deferred expenses consists of the unamortized value of common stock issued to consultants for future services, amortized over one year from February 2010.  An analysis of deferred expenses follows:


Amount

UnamortizedDeferred
Amortized
BalanceConsultants
$
46,666
$
24,868
$
21,798








NOTE 4 – CONVERTIBLE NOTES PAYABLE





On February 1, 2010, we borrowed $50,000 from our principal officer/director which was due and payable January 1, 2012, together with accrued interest of 12% per year. On February 25, 2010, we borrowed an additional $15,000 from our principal officer/director which was due April 25, 2010 together with accrued interest of 30% per year.  At the option of the Company, both notes were convertible into common stock at $0.02 per share, in whole or in part.  During April and May, 2010, the officer/director advanced an additional $10,000 to the Company for working capital for a total indebtedness amounting to $75,000.





On May 25, 2010, we exchanged the two aforementioned notes and, combined with the May 2010 cash advances, replaced them with a note payable to the officer/director for $88,635.  The principal balance of the new note is comprised of the sum of the aforementioned cash advances ($75,000), original issue discount ($7,500) and, unspecified loan fees and costs incurred by the lender ($6,135).





F-7


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RENAISSANCE BIOENERGY INC.


(A Development Stage Enterprise)


CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS


AUGUST 31, 2010 AND 2009





On May 25, 2010, we issued a note to another officer in exchange for cash of $10,000, and on May 26, 2010 we issued a note to an individual in exchange for additional cash of $10,000, and on June 1, 2010 we issued a note to an individual in exchange for cash of $25,000.  The principal balances of each of the $10,000 notes are $11,818, which includes, in addition to the aforementioned cash advances, original issue discount of $1,000 and unspecified loan fees and costs incurred by the lender of $818.  The principal balance of the $25,000 note is $29,545 which includes original issue discount ($2,500) and, unspecified loan fees and costs incurred by the lender ($2,045).





The above notes bear interest at 10% per annum and are due, together with accrued interest, on May 30, 2011, unless paid earlier at the option of the Company, but not without giving prior notice to the lender.  At the option of the lender, the notes are convertible into common stock of the Company, at the rate of $0.02 per share, in whole or in part, at any time prior to their repayment.  A summary of these notes, less related discounts are shown below:





Less: Unamortized OIDLender
Face Amount of Note
and Fees
NetOfficer/director
$
88,635
$
10,032
$
78,603Officer

11,818

1,339

10,479Investor

11,818

1,344

10,474Investor

29,545

3,409

26,136Total
$
141,816
$
16,124
$
125,692








NOTE 5 – CAPITAL STOCK





Preferred Stock


We are authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001.  As of May 31, 2010, we have 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.





On January 19, 2010, we authorized a 12 for 1 forward 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.  Authorized shares of $0.00001 par value common stock increased from 250,000,000 to 3,000,000,000 shares; issued and outstanding shares on the effective date increased from 21,245,753 to 254,948,988 shares.





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.





The accompanying financial statements give retroactive effect to the aforementioned name change and stock split for all periods presented.





F-8





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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 operating a chain of retail locations which we are no longer pursuing.  The lease of our first store was terminated and the 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 who are in process of implementing a new business plan.  It is now our intent to acquire a facility 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.   We also intend to recycle the packaging materials originally containing the liquid waste.  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 October 9, 2010, we have raised $80,000 from investors in a private placement of common stock and we have borrowed $126,000 from our officers and several investors





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 advances by our officers and investors.





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.





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





-11-





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 August 31, 2010, our total assets were $25,171 consisting of cash ($3,373) and deferred consulting expenses ($21,798).  Our total liabilities were $353,291.





Subsequent to the December 2009 change of control we have raised $80,000 in cash from investors who received 4,000,000 shares of common stock at $0.02 per share and have borrowed by the issue of convertible notes payable, $120,000 from officers and investors.  In addition, during August 2010, an officer has advanced $6,000 to us under unspecified terms.





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 August 31, 2010:





Since inception on April 27, 2005, we have not generated any revenues. Our expenses from inception through August 31, 2010 were $613,361, comprised of $142,282 for legal and accounting fees, $35,000 for financing fees, $436,079 for general and administrative expenses  and $7,381 for interest expense.  Offsetting these expenses was $7,000 for debt forgiveness.





Three Month Period Ending August 31, 2010 compared with 2009:





In the three month period from June 1, 2010 to August 31, 2010 our net loss from operations was $132,389 versus $19,217 for the three month period ended August 31, 2009, for an increase of $113,172.  These increases were the result of higher general and administrative expense, $115,645 and interest expense, $3,545.  The increase in general and administrative expenses was principally due to officer and director compensation, $82,500, fees paid to consultants, $17,667, travel $5,746 and amortization, $5,454.





Recent Accounting Pronouncements





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.

















-12-





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





ITEM 3.               QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





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.





Evaluation of Disclosure Controls and Procedures





In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of August 31, 2010.  Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosures.





Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.





Management’s Report on Internal Control over Financial Reporting





Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process, under the supervision of the Principal Executive Officer and the Principal Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP).  Internal control over financial reporting includes those policies and procedures that:








-13-








*
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;*
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and*
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.





The Company’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  As a result of this assessment, management identified a material weakness in internal control over financial reporting.





A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.





The material weakness identified is described below.





Lack of Appropriate Independent Oversight.Fundamental elements of an effective control environment were missing as of August 31, 2010, including independent oversight and monitoring of financial reporting, financial reporting processes and procedures, and internal control procedures. At present, the Board of Directors is comprised entirely of individuals performing management functions. Because no Directors are independent, no Audit Committee has been established to which the Board could delegate its oversight responsibilities. Accordingly, our management has determined that this control deficiency constitutes a material weakness.





Segregation of duties.  Due to the size of the Company, it was not possible to ensure adequate segregation of duties between incompatible functions, and management has not established or implemented monitoring procedures to mitigate this risk. Due to a lack of personnel, it was not possible to ensure that both routine and non-routine financial information was adequately analyzed and reviewed on a timely basis to detect misstatements.





As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of August 31, 2010, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO.








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Changes in Internal Control over Financial Reporting





There have been no changes in internal control over financial reporting during the period ended August 31, 2010, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.








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





















































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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 14th day of October, 2010.





RENAISSANCE BIOENERGY INC.(the “Registrant”)BY:
SCOTT PUMMILLScott PummillPresident and Principal Executive OfficerBY:
SAMUEL GULKOSamuel GulkoPrincipal Financial Officer































































































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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


































































































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