UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB



xQUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended:September 30, 2006



oTRANSITION REPORT UNDER SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission file number:000-49634



RENOVO HOLDINGS

(Exact name of small business issuer as specified in its charter)



Nevada
        88-0475756(State or other jurisdiction of incorporation or organization)
        (IRS Employer Identification No.)




100 Candace Drive

Suite 100

Maitland, Florida 32751

(Address of principal executive offices)



(407) 599-2886

(Issuers telephone number)



Copies of Communications to:

Stoecklein Law Group

402 West Broadway, Suite 400

San Diego, CA 92101

(619) 595-4882

Fax (619) 595-4883



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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YesxNoo



The number of shares of Common Stock, $0.001 par value, outstanding on November 8, 2006, was 499,854,216 shares.



Transitional Small Business Disclosure Format (check one): Yeso
			Nox



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PART 1  FINANCIAL INFORMATION



Item 1. Financial Statements



JASPERS + HALL, PC

CERTIFIED
			PUBLIC ACCOUNTANTS


9175 Kenyon Avenue, Suite 100

Denver, CO 80237

303-796-0099






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Renovo Holdings



We have reviewed the accompanying balance sheets of Renovo Holdings, a Development Stage Company, as of September 30, 2006 and 2005 and the related statements of operations for the three-months and nine-months then ended and related statements of cash flows for the nine-months then ended.  These financial statements are the responsibility of the Companys management.



We conducted our reviews in accordance with standards established by the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements as a whole.  Accordingly, we do not express such an opinion.



Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 6, conditions exist which raise substantial doubt about the Companys ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Jaspers + Hall, PC

Denver, Colorado

November 13, 2006









2



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RENOVO HOLDINGS

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)



September 30,
        December 31,2006
        2005ASSETSCurrent assets:Cash
        $
        -
        $
        2,867Total current assets
        
        -
        
        2,867Equipment, net of accumulated depreciation
        
        -
        
        16,696Total Assets
        $
        -
        $
        19,563LIABILITIES AND STOCKHOLDERS' DEFICITCurrent Liabilities:Accounts payable
        $
        1,685
        $
        -Payroll taxes payable
        
        24,111
        
        24,111Accrued interest payable
        
        26,212
        
        17,488Accrued auto allowance
        
        24,500
        
        20,300Accrued reimbursement to officer
        
        1,650
        
        3,861Accrued salary - officer
        
        572,833
        
        429,167Secured convertible debenture
        
        220,000
        
        220,000Total current liabilities
        
        870,991
        
        714,927Stockholders' deficit:Preferred stock, $.001 par value authorized 5,000,000; noshares issued and outstanding as of September 30, 2006and December 31, 2005
        
        -
        
        -Common stock, $.001 par value, authorized 500,000,000shares;  499,854,216 and 485,479,216 issued and outstandingas of September 30, 2006 and December 31, 2005
        
        499,854
        
        485,479Additional paid-in capital
        
        706,606
        
        697,981Deficit accumulated during development stage
        
        (2,077,451)
        
        (1,878,824)Total stockholders' deficit
        
        (870,991)
        
        (695,364)Total liabilities and stockholders' deficit
        $
        -
        $
        19,563




The accompanying notes are an integral part of these financial statements.



3



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RENOVO HOLDINGS

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)



|          |                                             | Three Months Ended September 30, | Nine Months Ended September 30, | For the Period October 18, 2000 (Inception) to September 30,
|--------- | ------------------------------------------- | -------------------------------- | ------------------------------- | ------------------------------------------------------------
|          |                                             | 2006                             | 2005                            | 2006                                                        
|          |                                             |                                  |                                 |                                                             
|Revenue   | $                  -                        | $                -               | $                  -            | $                -                                          
|          |                                             |                                  |                                 |                                                             
|Expenses: |                                             |                                  |                                 |                                                             
|          | Loss on sale of property                    | -                                | -                               | 6,552                                                       
|          | General and Administrative                  | 2,263                            | 9,253                           | 6,451                                                       
|          | Depreciation                                | -                                | 3,879                           | 3,143                                                       
|          | Advertising                                 | -                                | -                               | -                                                           
|          | Consulting                                  | -                                | -                               | -                                                           
|          | Officer salary                              | 41,667                           | 62,500                          | 166,667                                                     
|          | Legal and accounting                        | 1,072                            | -                               | 2,892                                                       
|          | Auto Allowance                              | -                                | 2,100                           | 4,200                                                       
|          | Interest expense                            | 2,908                            | 2,908                           | 8,724                                                       
|          | Other services - related party              | -                                | -                               | -                                                           
|          | Other expense                               | -                                | -                               | -                                                           
|          | Total expenses                              | 47,910                           | 80,640                          | 198,629                                                     
|Net loss  | $      (47,910)                             | $    (80,640)                    | $    (198,629)                  | $  (357,983)                                                
|          |                                             |                                  |                                 |                                                             
|          |                                             |                                  |                                 |                                                             
|          | Weighted average number of common           |                                  |                                 |                                                             
|          | shares outstanding, basic and fully diluted | 341,167,042                      | 376,783,564                     | 339,613,127                                                 
|          |                                             |                                  |                                 |                                                             
|          | Net loss per weighted share                 |                                  |                                 |                                                             
|          | basic and fully diluted                     | $          (0.00)                | $        (0.00)                 | $          (0.00)                                           



The accompanying notes are an integral part of these financial statements.



4



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RENOVO HOLDINGS

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS EQUITY

(unaudited)



Accumulated During Developmental Stage (Deficit)
        
        Total Stockholder's EquityStock subscriptions receivable
        
        Additional Paid-in CapitalCommon StockShares
        
        Amount10/18/2000 - (inception)Shares issued for services
        20,000,000
        $
        200
        $
        -
        $
        4,800
        $
        -
        $
        5,000Shares issued for cash
        40,000,000
        
        400
        
        -
        
        9,600
        
        -
        
        10,000Net (loss) October 18, 2000 (Inception) to December 31, 2000
        -
        
        -
        
        -
        
        -
        
        (12,849)
        
        (12,849)Balance - December 31, 2000
        60,000,000
        
        600
        
        -
        
        14,400
        
        (12,849)
        
        2,151Shares issued for cash
        6,200,000
        
        62
        
        -
        
        9,238
        
        -
        
        9,300Donated services
        -
        
        -
        
        -
        
        4,231
        
        -
        
        4,231Net loss for year
        -
        
        -
        
        -
        
        -
        
        (7,429)
        
        (7,429)Balance - December 31, 2001
        66,200,000
        
        662
        
        -
        
        27,869
        
        (20,278)
        
        8,253Shares issued for cash
        13,800,000
        
        138
        
        -
        
        20,562
        
        -
        
        20,700January 10, 2002 recapitalizationadjustment to additional paid-in-capital
        -
        
        79,200
        
        -
        
        (79,200)
        
        -
        
        -Donated services
        -
        
        -
        
        -
        
        6,000
        
        -
        
        6,000Net loss for year
        -
        
        -
        
        -
        
        -
        
        (10,647)
        
        (10,647)Balance - December 31, 2002
        80,000,000
        
        80,000
        
        -
        
        (24,769)
        
        (30,925)
        
        24,306Donated services
        -
        
        -
        
        -
        
        3,000
        
        -
        
        3,000Shares Cancelled by majority stockholders
        (60,000,000)
        
        (60,000)
        
        -
        
        60,000
        
        -
        
        -Shares issued for services
        45,000,000
        
        45,000
        
        -
        
        22,500
        
        -
        
        67,500Shares issued for services
        957,062
        
        957
        
        -
        
        115,843
        
        -
        
        116,800Net loss for year
        -
        
        -
        
        -
        
        -
        
        (313,527)
        
        (313,527)Balance - December 31, 2003
        65,957,062
        
        65,957
        
        -
        
        176,574
        
        (344,452)
        
        (101,921)Shares issued for cash
        13,988,094
        
        13,988
        
        -
        
        47,191
        
        -
        
        61,179Shares issued related toequity distribution agreement
        82,300,000
        
        82,300
        
        (47,000)
        
        317,700
        
        -
        
        353,000Shares issued for services
        7,887,938
        
        7,888
        
        -
        
        226,812
        
        -
        
        234,700Net loss for year
        -
        
        -
        
        -
        
        -
        
        (1,099,313)
        
        (1,099,313)Balance - December 31, 2004
        170,133,094
        
        170,133
        
        (47,000)
        
        768,277
        
        (1,443,765)
        
        (552,355)Shares issued related toequity distribution agreement
        83,758,696
        
        83,759
        
        47,000
        
        18,449
        
        -
        
        149,208Shares issued for debt repayment
        221,637,426
        
        221,637
        
        -
        
        (80,795)
        
        -
        
        140,842Shares issued for services
        9,950,000
        
        9,950
        
        -
        
        (7,950)
        
        -
        
        2,000Net loss for year
        
        
        
        
        
        
        
        
        (435,057)
        
        (435,057)Balance - December 31, 2005
        485,479,216
        
        485,479
        
        -
        
        697,981
        
        (1,878,822)
        
        (695,362)Shares issued in payment forofficer salaries payable
        14,375,000
        
        14,375
        
        -
        
        8,625
        
        -
        
        23,000Net loss September 30, 2006
        
        
        
        
        
        
        
        
        (198,629)
        
        (198,629)Balance - September 30, 2006
        499,854,216
        $
        499,854
        $
        -
        $
        706,606
        $
        (2,077,451)
        $
        (870,991)




The accompanying notes are an integral part of these financial statements.



5



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RENOVO HOLDINGS

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)



Nine Months Ended September 30,
        For the Period
October 18, 2000
(Inception) to
September 30,2006
        
        2005
        
        2006CASH FLOWS FROM OPERATIONSNet loss
        $
        (198,629)
        $
        (357,983)
        $
        (2,077,451)Adjustments to reconcile net loss to net cashused for operating activities:Stock issued for services
        
        -
        
        5,050
        
        329,700Loss on sale of equipment
        
        6,552
        
        -
        
        12,108Donated services
        
        -
        
        -
        
        13,230Depreciation
        
        3,143
        
        11,782
        
        23,822Increase(decrease) in accounts payable
        
        1,685
        
        (2,516)
        
        1,164Increase in accrued auto allowance
        
        4,200
        
        6,300
        
        24,500Increase in accrued expenses
        
        15,726
        
        34,943
        
        52,816Increase in accrued salary -officer
        
        166,667
        
        142,500
        
        760,834Increase(decrease) in loan from officer
        
        (2,211)
        
        -
        
        20,010Net cash used for operating activities
        
        (2,867)
        
        (159,924)
        
        (839,267)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of equipment
        
        -
        
        (1,254)
        
        (62,931)Proceeds from sale of equipment
        
        -
        
        -
        
        20,000Net cash used in investing activities
        
        -
        
        (1,254)
        
        (42,931)CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock
        
        -
        
        47,000
        
        666,198Issuance of secured debenture
        
        -
        
        -
        
        300,000Proceeds from note payable
        
        -
        
        100,000
        
        100,000Payment of accrued salary to officer
        
        -
        
        -
        
        (165,000)Repayment of debt to officer
        
        -
        
        -
        
        (19,000)Net cash used in financing activities
        
        -
        
        147,000
        
        882,198Net increase (decrease) in cash
        
        (2,867)
        
        (14,178)
        
        -Cash, beginning of period
        
        2,867
        
        16,075
        
        -Cash, end of period
        $
        -
        $
        1,897
        $
        -Supplemental disclosureInterest paid
        $
        -
        $
        -
        $
        1,359Taxes paid
        $
        -
        $
        -
        $
        -




The accompanying notes are an integral part of these financial statements.



6



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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. 7Accounting and Reporting by Development Stage Enterprises(SFAS No. 7), the Company is considered a development stage company.



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 allows 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 June 11, 2004, we amended our Articles of Incorporation changing our name from Fortis Enterprises to Renovo Holdings.  We also increase 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 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.



7



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



Estimated useful lives range as follows:



YearsFurniture and equipment
        3  5Computer hardware
        3Vehicles
        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 September 30, 2006 or September 30, 2005.



Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2006 and September 30, 2005. 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.



Stock-Based Compensation

During 2004, the Company adopted thefair value based methodof 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.



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.



8



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements





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. 150Accounting 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.



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



9



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



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.



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,



10



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



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 does not expect adoption of SFAS 123(R) to have a material impact on the Company's financial statements.



In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections  a replacement of APB Opinion 20, Accounting Changes and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements.  SAFS requires This Statement requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period specific effects of an accounting change on one or more individual prior periods presented, this Statement requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the
opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) for that period rather than being reported in an income statement. When it is impracticable to determine the cumulative effect of applying a change in accounting principle to all prior periods, this Statement requires that the new accounting principle be applied as if it were adopted prospectively from the earliest date practicable.  This statement is effective for accounting changes and errors made in fiscal years beginning after December 15, 2005.  Management does not expect adoption of SFAS 152 to have a material impact on the Company's financial statements.



Note 2  Furniture and Equipment

Furniture and equipment consists of the following categories at September 30, 2006 and 2005:



2006
        2005Computers
        
        -
        19,880Office equipment
        
        -
        15,163Vehicles
        
        -
        27,362Software
        
        -
        527-
        62,932Less accumulated depreciation
        -
        (13,773)Total
        
        -
        49,159




Depreciation expense for the nine months ended September 30, 2006 and 2005 totaled $3,143 and $7,903, respectively.



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.



11



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



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 the nine months ended September 30, 2006 and 2005, $0 and $20,000 of these debentures were converted to 0 and 21,637,426 shares of common stock, respectively.



The Company may redeem a portion or all of these debentures with 15 days notice for 120% of the amount redeemed, plus accrued interest.



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 $1,500,000, which expire through 2025. The deferred tax asset of approximately $500,000 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 thefederal statutory rate
        
        34%Effect of operating losses
        
        -34%0%




Net deferred tax assets consist of the following:



For the nine months endedSeptember 30,2006
        
        2005Gross deferred tax asset
        
        $  625,000
        
        $ 475,000Gross deferred tax liability
        -
        
        -Valuation allowance
        
        (625,000)
        
        (475,000)Net deferred tax asset
        $           -
        
        $          -






12



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



The Company did not pay any income taxes during the nine months ended September 30, 2006 or 2005.



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."



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.



13



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements





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.



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.



14



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



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.



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.  The Company received $47,000 in payment of the subscription receivable in 2005.



15



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



During the year ended December 31, 2005, the Company issued 83,758,696 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 received $79,500 in payment of the subscription receivable in 2005.



In February 2005, the Company converted $20,000 of the secured convertible debenture in exchange for 21,637,426 shares of its $0.001 par value common stock.



On August 17, 2005, the Company issued 200,000,000 shares of its par value common stock to its sole officer in exchange for accrued salaries valued at $120,000.



On September 7, 2006, the Company issued 14,375,000 shares of its par value common stock to its sole officer in exchange for accrued salaries valued at $23,000.



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 June 30, 2006 in excess of $2,029,000. The Companys current liabilities exceed its current assets by $846,082.  In addition, the Company's development activities since inception have been financially sustained through equity financing.



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.





16



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



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 $579,000 and $440,000 at September 30, 2006 and 2005, 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 non-cancelable operating leases.  The leases expire in October 2006 and require the Company to pay real estate taxes, insurance and other costs.



Aggregate minimum rental commitments at September 30, 2006 under non-cancelable operating leases are summarized as follows:



Year ending
        
        GrossDecember 31,
        
        Rentals2006
        
        $ 40,026$ 40,026




Rental expense included in operations totaled approximately $0 and $15,000 for the nine months ended September 30, 2006 and 2005, respectively.



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.



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 nine months ended September 30, 2006, the Company did not grant any 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



17



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



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 $0 during the nine months ended September 30, 2006.



18



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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 of 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:



o
        increases in interest rates or our cost of borrowing or a default under any material debt agreements;


o
        the unavailability of funds for capital expenditures;


o
        the ability to locate potential merger or acquisition candidates.




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 and in our Annual Report on Form 10-KSB for the year ended December 31, 2005.



Item 2. Plan of Operation



Overview




Renovo Holdings is a Development Stage Company that intended to capitalize upon the niche market opportunities within the commercial and residential restoration service markets.  We were incorporated in the State of Nevada on October 18, 2000 under the name First Impressions.



We have continuously incurred losses since inception. For the quarter ended September 30, 2006 we had a net loss of $47,910 as compared to a net loss of $80,640 for the quarter ended September 30, 2005.



19



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Plan of Operation



Our original plan of operation was to position Renovo to provide complete loss management and restoration services to residential, commercial, industrial, and institutional properties.  Initially, we were 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. However, as a result of our lack of revenue generation, we have not been satisfied with our business plan or original plan of operation. Therefore, we re-assessed our business plan, and we are aggressively seeking out other business opportunities in an effort to substantiate stockholder value.



We will attempt to locate and negotiate with other business entities for the merger of a target business into the Company.  In certain instances, a target business may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge.  No assurances can be given that we will be successful in locating or negotiating with any target business.



Satisfaction of our cash obligation 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 the 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.



Liquidity and Capital Resources



During April 2006, we executed three (3) Note Payables with Stephen W. Carnes for a total amount of $9,731.31.  Pursuant to the notes we promised to pay to Mr. Carnes the total sum of $9,731.31 of paid expenses and loans by Mr. Carnes on behalf of the Company that have accrued in April 2006.  The notes were to be paid in full on or before July 15, 2006.  The delay of payment beyond July 15, 2006 resulted in interest beginning to accrue at a rate of 12% interest.



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.  As a result, 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.



20



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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.



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 until such time as we complete an acquisition.



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.



Significant changes in the number of employees.



As of September 30, 2006, we had 1 employee.  We are dependent upon Stephen 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.





21



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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 quarters ended September 30, 2006 and September 30, 2005 we incurred net losses of $47,910 and $80,640, respectively. Our accumulated deficit at the end of September 30, 2006 was $2,077,451. 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.



We have not accounted for the withholding of federal or state taxes upon the issuance of common stock for services rendered by our officer, employees and consultants, which may subject us to substantial tax liabilities, including penalties and interest.



In 2005, the Company did not recognize withholding tax liabilities on the issuance of shares of common stock to our sole officer and director.  Further, over the past several years we have issued several million dollars worth of stock compensation, to consultants who may be deemed to be employees, without withholding potential federal or state income tax liabilities.



The Company has based its decision not to withhold taxes on the belief such shares of common stock were issued in connection with the performance of services by true consultants and not by employees, and, as such, are not subject to tax withholding requirements.  There can be no assurance, however, that the IRS or state taxing authorities will agree with the Companys position and will not assert that the Company is liable for the failure to withhold income and employment taxes with respect to the issuance of common stock services.  If the Company became liable for the failure to withhold taxes on the issuances, the aggregate potential liability, exclusive of any interest or penalties, would have a material impact on the Company and its results of operations.



The Company has not recognized accruals for the potential withholding taxes, penalties and/or interest that may be imposed with respect to the withholding tax issues.  If taxing authorities assert such issues and prevail related to these withholding tax issues and other related contingencies, including penalties, the liability that could be imposed by taxing authorities would be substantial.



22



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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.



We have been the subject of a going concern opinion for the years ended December 31, 2005 and December 31, 2004 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, 2005 and December 31, 2004, 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 additional equity or debt financing.



We are subject to a working capital deficit, which means that our current assets on September 30, 2006 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 three months ended September 30, 2006 which means that our current liabilities exceeded our current assets on September 30, 2006 by $870,991.  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 September 30, 2006 were not sufficient to satisfy all of our current liabilities on September 30, 2006.  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.







23



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If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.



Companies trading on the OTC Bulletin Board, such as us, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board.  More specifically, NASD has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission.  Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board.  As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of
broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.



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:




        With a price of less than $5.00 per share;




24



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
        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 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.



Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.



25



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Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) 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.



We have one individual performing the functions of all officers and directors. This individual is responsible for monitoring and ensuring compliance with our internal control procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.



Item 3. 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, Stephen W. Carnes, our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. 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 in timely alerting him to material information required to be included in our periodic SEC filings.



It should be noted, however, that no matter how well designed and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems (including faulty judgments in decision making or breakdowns resulting from simple errors or mistakes), there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions. Additionally, controls can be circumvented by individual acts, collusion or by management override of the controls in place.



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There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II - OTHER INFORMATION



Item 1.
        Legal Proceedings.




None.




Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.



On September 7, 2006, we issued 14,375,000 shares of our restricted common stock to Stephen W. Carnes for employment services.  We believe that the issuance of the shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506. The shares were issued directly by us and did not involve a public offering or general solicitation. The recipient of the shares was afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make its investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to the issuance of the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of
its investment. The recipient had the opportunity to speak with our management on several occasions prior to its investment decision.



Item 3.
        Defaults Upon Senior Securities.




None.

Item 4.
        Submission of Matters to a Vote of Security Holders.




None.




Item 5.
        Other Information.




None.




Item 6.
        Exhibits and Reports on Form 8-K.




Exhibit Number
        Description2.1
        Letter of Intent to acquire James Bar Contractors, Inc. dated October 23, 2003(Incorporated by reference to the exhibits to Form SB-2 filed on June 30, 2004.)2.2
        Agreement and Plan of Merger with ei3 Corporation, dated September 26, 2005(Incorporated by reference to the exhibits to Form 8-K filed on 9/29/05)2.3
        Amendment No. 1 to Agreement and Plan of Merger with ei3 Corporation, dated November 22, 2005(Incorporated by reference to the exhibits to Form 8-K filed on November 28, 2005)






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2.4
        Amendment No. 2 to Agreement and Plan of Merger with ei3 Corporation, dated February 14, 2006(Incorporated by reference to the exhibits to Form 8-K filed on February 14, 2006.)3(i).1
        Articles of Incorporation dated October 17, 2000(Incorporated by reference to the exhibits to Form 10-SB filed on February 20, 2002.)3(i).2
        Certificate of Amendment to Articles of Incorporation dated January 10, 2002(Incorporated by reference to the exhibits to Form 10-SB filed on February 20, 2002.)3(i).3
        Certificate of Amendment to Articles of Incorporation dated July 14, 2003(Incorporated by reference to the exhibits to Form 10-QSB filed on August 6, 2003.)3(i).4
        Certificate of Amendment of Articles of Incorporation dated June 19, 2004(Incorporated by reference to the exhibits to Form SB-2 filed June 30, 2004.)3(ii).1
        Bylaws dated October 17, 2002(Incorporated by reference to the exhibits to Form 10-SB filed on February 20, 2002.)10.1
        Employment Agreement with Stephen W. Carnes dated September 3, 2003(Incorporated by reference to the exhibits to Form 10-QSB filed on November 14, 2003.)10.2
        Independent Contractor Agreement with Cynthia Wainwright dated October 1, 2003(Incorporated by reference to the exhibits to Form 10-QSB filed on November 14, 2003.)10.3
        Independent Contractor Agreement with Loren Brown dated October 1, 2003(Incorporated by reference to the exhibits to Form 10-QSB filed on November 14, 2003.)10.4
        Independent Contractor Agreement with Matt Lettau dated October 1, 2003(Incorporated by reference to the exhibits to Form 10-QSB filed on November 14, 2003.)10.5
        Consulting Agreement with Mark Broersma dated August 27, 2003(Incorporated by reference to the exhibits to Form 10-QSB filed on November 14, 2003.)10.6
        Consulting Agreement with Mike Barr dated August 27, 2003(Incorporated by reference to the exhibits to Form 10-QSB filed on November 14, 2003.)10.7
        Consulting Agreement with Florida Catastrophe Corp. dated September 17, 2003(Incorporated by reference to the exhibits to Form 8-K filed on September 17, 2003)10.8
        Engagement Retainer Letter with Stoecklein Law Group dated January 21, 2004(Incorporated by reference to the exhibits to Form 10-KSB filed on March 30, 2004.)10.9
        Letter Agreement with Source Capital Group, Inc. dated January 21, 2004(Incorporated by reference to the exhibits to Form 10-KSB filed on March 30, 2004.)10.10
        Consulting Agreement with Michael Manion dated February 5, 2004(Incorporated by reference to the exhibits to Form 10-KSB filed on March 30, 2004.)10.11
        Consulting Agreement with Mark Broersma dated April 29, 2004(Incorporated by reference to the exhibits to Form 10-QSB filed on May 17, 2004.)10.12
        Consulting Agreement with Mike Barr dated April 29, 2004(Incorporated by reference to the exhibits to Form 10-QSB filed on May 17, 2004.)10.13
        Consulting Agreement with VBg Design dated April 29, 2004(Incorporated by reference to the exhibits to Form 10-QSB filed on May 17, 2004.)10.14
        Standby Equity Distribution Agreement with Cornell Capital Partners, LP dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.15
        Registration Rights Agreement with Cornell Capital Parners, LP dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.16
        Escrow Agreement with Cornell Capital Partners, LP dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.17
        Placement Agent Agreement with Cornell Capital Partners, LP and Newbridge Securities Corporation dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.18
        Securities Purchase Agreement with Cornell Capital Partners, LP dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.19
        Secured Convertible Debenture dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.20
        Investor Registration Rights Agreement with Cornell Capital Partners, LP dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.21
        Security Agreement with Cornell Capital Partners, LP dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)






28



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10.22
        Warrant Agreement dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.23
        Escrow Agreement with Butler Gonzalez, LLP dated April 14, 2004(Incorporated by reference to the exhibits to Form S-2 filed on June 30, 2004.)10.24
        Assumption Agreement with Stephen W. Carnes dated September 26, 2005(Incorporated by reference to the exhibits to Form 8-K filed on September 29, 2005.)31*
        Certification of Stephen W. Carnes pursuant to Section 302 of the Sarbanes-Oxley Act32*
        Certification of Stephen W. Carnes pursuant to Section 906 of the Sarbanes-Oxley Act


*
        Filed herewith




SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



RENOVO HOLDINGS

(Registrant)



By:
/s/ Stephen Carnes

Stephen W. Carnes, President

(On behalf of the registrant and as

principal accounting officer)

Date: November 14, 2006



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