UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB



x           QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended: June 30, 2005



[   ]         TRANSITION REPORT PURSUANT TO 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 | (I.R.S. Employer      
|incorporation or organization)  | Identification Number)
|                                |                       



100 Candace Drive, Suite 100

|Maitland, Florida                        | 32751     
|---------------------------------------- | ----------
|(Address of Principal Executive Offices) | (Zip Code)
|                                         |           



(407) 599-2886

(Issuers telephone number, including area code)



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 Securities Exchange Act of 1934 during the last 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes XNo ____



The number of shares of Common Stock, $0.001 par value, outstanding on June 30, 2005 was 285,479,216 shares.



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



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PART 1  FINANCIAL INFORMATION



Item 1. Financial Statements



RENOVO HOLDINGS

(A Development Stage Company)

BALANCE SHEET

(Unaudited)

ASSETS

|                                                                                                                                                                              | June 30,
2005        | December 31,
2004 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ------------------
|Current Assets                                                                                                                                                                |                      |                   
|Cash                                                                                                                                                                          | $              1,927 | $           16,075
|Total Current Assets                                                                                                                                                          | 1,927                | 16,075            
|                                                                                                                                                                              |                      |                   
|Property and equipment  net of depreciation $13,773                                                                                                                          | 49,157               | 55,806            
|                                                                                                                                                                              |                      |                   
|TOTAL ASSETS                                                                                                                                                                  | $            51,084  | $           71,881
|                                                                                                                                                                              |                      |                   
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                                                                                      |                      |                   
|                                                                                                                                                                              |                      |                   
|Current Liabilities:                                                                                                                                                          |                      |                   
|Accounts payable                                                                                                                                                              | $              5,146 | $            2,516
|Payroll taxes payable                                                                                                                                                         | 25,728               | 17,874            
|Accrued interest payable                                                                                                                                                      | 11,672               | 6,752             
|Accrued auto allowance                                                                                                                                                        | 16,100               | 11,900            
|Accrued expense to officer                                                                                                                                                    | 5,921                | 1,027             
|Accrued salary  officer                                                                                                                                                      | 424,167              | 344,167           
|Secured convertible debenture  current portion                                                                                                                               | -                    | 240,000           
|Total Current Liabilities                                                                                                                                                     | 488,734              | 624,236           
|                                                                                                                                                                              |                      |                   
|Long-Term Liabilities:                                                                                                                                                        |                      |                   
|Secured Convertible Debenture                                                                                                                                                 | 220,000              | -                 
|                                                                                                                                                                              |                      |                   
|Total Liabilities                                                                                                                                                             | 708,734              | 624,236           
|                                                                                                                                                                              |                      |                   
|Stockholders Equity                                                                                                                                                          |                      |                   
|Preferred stock, $0.001 par value, authorized 5,000,000 shares; no shares issued and outstanding at June 30, 2005                                                             | -                    | -                 
|                                                                                                                                                                              |                      |                   
|Common stock, $0.001 par value, 500,000,000 shares authorized, 285,479,216 and 170,133,094 shares issued and outstanding at June 30, 2005 and December 31, 2004, respectively | 285,479              | 170,133           
|Stock Subscription Receivable                                                                                                                                                 | -                    | (47,000)          
|Additional paid-in capital                                                                                                                                                    | 777,981              | 768,277           
|Accumulated deficit during development stage                                                                                                                                  | (1,721,110)          | (1,443,765)       
|Total Stockholders Deficiency                                                                                                                                                | (657,650)            | (552,355)         
|                                                                                                                                                                              |                      |                   
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                    | $             51,084 | $           71,881





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





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RENOVO HOLDINGS

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(unaudited)



|                                                     | For the three months ended
June 30, | For the six months ended
            June 30, | For the Period October 18, 2000 (inception) to
June 30,
2005
|---------------------------------------------------- | ----------------------------------- | --------------------------------------------- | ------------------------------------------------------------
|                                                     | 2005                                | 2004                                          | 2005                                                        
|                                                     |                                     |                                               |                                                             
|REVENUES - net                                       | $               -                   | $                -                            | $                -                                          
|                                                     |                                     |                                               |                                                             
|EXPENSES:                                            |                                     |                                               |                                                             
|General and administrative expenses                  | 29,641                              | 27,645                                        | 70,022                                                      
|Advertising                                          | -                                   | 183,200                                       | 39,750                                                      
|Depreciation                                         | 4,053                               | 1,309                                         | 7,903                                                       
|Stock issued for services  related party            | -                                   | -                                             | -                                                           
|Consulting services                                  | 2,000                               | 22,722                                        | 22,500                                                      
|Stock issued for legal services                      | -                                   | -                                             | -                                                           
|Officer donated services                             | -                                   | -                                             | -                                                           
|Auto expenses                                        | 2,100                               | 2,100                                         | 4,200                                                       
|Other expenses                                       | -                                   | -                                             | -                                                           
|Salaries                                             | 62,500                              | 62,500                                        | 125,000                                                     
|Total Operating Expenses                             | 100,294                             | 299,476                                       | 269,375                                                     
|                                                     |                                     |                                               |                                                             
|                                                     |                                     |                                               |                                                             
|OTHER REVENUES & EXPENSES:                           |                                     |                                               |                                                             
|Interest income                                      | -                                   | -                                             | -                                                           
|Interest expense                                     | (2,872)                             | -                                             | (7,970)                                                     
|Total Other Revenues & Expenses                      | (2,872)                             | -                                             | (7,970)                                                     
|                                                     |                                     |                                               |                                                             
|NET LOSS                                             | $ (103,166)                         | $   (299,476)                                 | $   (277,345)                                               
|                                                     |                                     |                                               |                                                             
|Per share information                                |                                     |                                               |                                                             
|Weighted average number of common
shares outstanding | 285,479,216                         | 70,115,243                                    | 231,818,675                                                 
|                                                     |                                     |                                               |                                                             
|Basic loss per common share                          | $    (0.001)                        | $      (0.001)                                | $       (0.001)                                             
|                                                     |                                     |                                               |                                                             
|Diluted loss per common share                        | $    (0.001)                        | $      (0.001)                                | $       (0.001)                                             









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



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RENOVO HOLDINGS

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                            | For the Six Months Ended
June 30, | For the Period October 18, 2000, (Inception) to
June 30,
|--------------------------------------------------------------------------- | --------------------------------- | --------------------------------------------------------
|                                                                            | 2005                              | 2004                                                    
|Cash Flows from Operating Activities                                        |                                   |                                                         
|Net (loss)                                                                  | $    (277,345)                    | $   (460,276)                                           
|Adjustments to reconcile net loss to net cash
used in operating activities: |                                   |                                                         
|Depreciation                                                                | 7,903                             | 1,309                                                   
|Stock issued for services and debt                                          | 125,050                           | 243,500                                                 
|Changes in assets and liabilities:                                          |                                   |                                                         
|Increase (decrease) in accounts payable                                     | 2,630                             | 2,141                                                   
|Increase in auto allowance                                                  | 4,200                             | 4,200                                                   
|Increase in accrued expenses to officer                                     | 4,894                             | 100                                                     
|Increase in accrued salary officer                                         | 80,000                            | 125,000                                                 
|Increase in payroll taxes payable                                           | 7,854                             | -                                                       
|Increase in accrued interest payable                                        | 4,920                             | -                                                       
|Net cash used in operating activities                                       | (39,894)                          | (84,026)                                                
|                                                                            |                                   |                                                         
|Cash Flows from Investing Activities                                        |                                   |                                                         
|Purchase of fixed assets                                                    | (1,254)                           | (40,548)                                                
|Cash Flows Used in Investing Activities                                     | (1,254)                           | (40,548)                                                
|                                                                            |                                   |                                                         
|Cash Flows from Financing Activities                                        |                                   |                                                         
|Issuance of common stock for cash                                           | 47,000                            | -                                                       
|Proceeds (payments) from convertible
debenture                              | (20,000)                          | 150,000                                                 
|Cash Flows Provided by Financing Activities                                 | 27,000                            | 150,000                                                 
|                                                                            |                                   |                                                         
|Net increase (decrease) in cash and cash
equivalents                        | (14,148)                          | 25,426                                                  
|Cash and cash equivalents  beginning of
period                             | 16,075                            | 6,286                                                   
|Cash and cash equivalents  end of period                                   | $            1,927                | $        31,712                                         
|Supplemental Disclosure                                                     |                                   |                                                         
|Cash paid for interest                                                      | $                    -            | $                  -                                    
|Cash paid for income taxes                                                  | $                    -            | $                  -                                    
|                                                                            |                                   |                                                         





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



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RENOVO HOLDINGS

(a Development Stage Company)

Notes to Financial Statements



1. Presentation of Interim Information



In the opinion of the management of Renovo Holdings, formerly known as Fortis Enterprises, the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of June 30, 2005, and the results of operations for the three-months and six-months ended June 30, 2005 and 2004, and the statements of cash flows for the six-months ended June 30, 2005 and 2004.  Interim results are not necessarily indicative of results for a full year.



The financial statements and notes are presented as permitted by Form 10-QSB, and do not contain certain information included in the Companys audited financial statements and notes for the fiscal year ended December 31, 2004.



On July 14, 2003, the Company amended their Articles of Incorporation to change their name from First Impressions to Fortis Enterprises and have subsequently changed their name to Renovo Holdings effective June 14, 2004.



2. Secured convertible debenture



On April 14, 2004, the Company entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP (the Investor), wherein the Company agreed to issue and sell to the Investor and the Investor agreed to purchase from the Company $5,000,000 of $.001 par value common stock.  In Addition, the Company entered into a secured convertible debenture agreement with the Investor in order to provide the Company with expedited access to $300,000 of the total funding amount.  The Company has received $240,000 of the total balance.



3. Going Concern



The Companys financial statements have been presented on the basis that it is a going concern, which contemplated the realization of assets and the satisfaction of liabilities in the normal course of business. The Companys current liabilities exceed its current assets by $486,807 and the Company has suffered recurring losses during the development stage.



The Companys ability to continue as a going concern is dependent upon its ability to develop additional sources of capital or locate a merger candidate and ultimately achieve profitable operations.  The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.  Management is seeking new capital to revitalize the Company.











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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 or belief; and any statements of assumptions underlying any of the foregoing.



Forward-looking statements may include the words may, could, estimate, intend, continue, believe, expect or anticipate or other similar words.  These forward-looking statements present our estimates and assumptions only as of the date of this report.  Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.



Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.  Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.  The factors impacting these risks and uncertainties include, but are not limited to:



| | increased competitive pressures from existing competitors and new entrants;
|- | ---------------------------------------------------------------------------

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

| | deterioration in general or regional economic conditions;
|- | ---------------------------------------------------------

| | adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | loss of customers or sales weakness;                                 | 
|- | -------------------------------------------------------------------- | 
| | inability to achieve future sales levels or other operating results;
| | the unavailability of funds for capital expenditures; and            | 
| | operational inefficiencies in distribution or other systems.         | 
|  |                                                                      | 



For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see Factors That May Affect Our Plan of Operation in this document and Risk Factors in our Annual Report on Form 10-KSB for the year ended December 31, 2004.



Item 2. Plan of Operation



|Overview
|--------





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Renovo Holdings is a Development Stage Company that intends 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 June 30, 2004 we had a net loss of $299,476 as compared to a net loss of $103,166 for the quarter ended June 30, 2005.



Plan of Operation



Our original plan of operation has been to focus our efforts on positioning 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, during the next 12 months we plan to re-assess our business plan, and aggressively seek out other business opportunities. In an effort to substantiate stockholder value, we are seeking compatible business opportunities. We can provide no assurance that we will be able to locate compatible business opportunities. As of June
30, 2005, we have been in preliminary discussions with a private company interested in a potential merger with us. As of the date of this filing, there have been no definitive agreements reached with this company. If and when we enter into a definitive agreement with any company, we will file a current report on Form 8-K.



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 an acquisition and can generate substantial revenues, which may take the next few years to fully realize, if ever.  In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations.  This would materially impact our ability to continue operations.



Liquidity and Capital Resources



Our near term cash requirements are anticipated to be offset through the receipt of funds from the Cornell convertible debenture, private placement offerings and loans obtained through private sources.  We filed a registration statement (declared effective by the SEC on July 14, 2004) registering 368,687,500 shares of our common stock for the resale by all investors who purchase convertible debentures and to cover the $5,000,000 equity line under the Equity Distribution Agreement. We anticipate being able to use the line of credit to finance our operations.  Since inception, we have financed cash flow requirements through debt financing



7

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and issuance of common stock for cash and services.  When, and if, we commence operational activities, we may continue to experience net negative cash flows from operations, and may be required to obtain additional financing to fund operations through common stock offerings and bank borrowings to the extent necessary to provide working capital.



Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations and planned expansion.  However, the line of credit is anticipated to satisfy our working capital needs, but if it is not available, we will be required to seek additional capital in the future to fund our operations through additional equity or debt financing or credit facilities.  No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity.  In either case, the financing could have a negative impact on our financial condition and our Stockholders.



We anticipate incurring operating losses over the next twelve months.  Our lack of operating history makes predictions of future operating results difficult to ascertain.  Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth.  To address these risks we must, among other things, locate suitable acquisition targets, obtain a customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel.  There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial
condition and results of operations.



Going Concern



The consolidated financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern.  The Companys cash position may be inadequate to pay all of the costs associated with its intended business plan.  Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.



Summary of any product and development that we will perform for the term of the plan.



We do not anticipate performing any significant product research and development under our plan of operation.  In lieu of product research and development, we anticipate acquiring small renovation businesses.



|Expected purchase or sale of plant and significant equipment.
|-------------------------------------------------------------



We do not anticipate the purchase or sale of any plant or significant equipment, as such items are not required by us at this time or anticipated to be needed in the next twelve months; however, as the result of our plan for acquisitions of renovation businesses, we may acquire equipment, and in some cases plants, which relate to the renovation businesses.



8

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|Significant changes in the number of employees.
|-----------------------------------------------



As of June 30, 2005, we had 1 employee.  We are dependent upon Steve W. Carnes our sole officer and director.  We will need to hire full time operational staff as our operations commence and we complete anticipated acquisitions.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION



Renovo has historically lost money and losses may continue in the future, which may cause us to curtail operations.



Since our inception we have not been profitable and have lost money on both a cash and non-cash basis.  For the quarters ended June 30, 2005 and June 30, 2004 we incurred net losses of $103,166 and $299,476 respectively. Our accumulated deficit at the end of June 30, 2005 was $1,721,110. Future losses are likely to occur, as we are dependent on spending money to pay for our operations. No assurances can be given that we will be successful in reaching or maintaining profitable operations.  Accordingly, we may experience liquidity and cash flow problems.  If our losses continue, our ability to operate may be severely impacted.



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



Unless we can become profitable with the existing sources of funds we have available and our operations, we will require additional capital to sustain operations and we may need access to additional capital or additional debt financing to grow our sales.  In addition, to the extent that we have a working capital deficit and cannot offset the deficit from profitable sales or the Cornell line of credit we may have to raise capital to repay the deficit and provide more working capital to permit growth in revenues.  We cannot be assured that financing, whether from external sources or related parties, will be available if needed or on favorable terms. Our inability to obtain adequate financing will result in the need to reduce the pace of business operations and the search for acquisition candidates.  Any of these events could be materially harmful to our business and may result in a lower stock price.



We have been the subject of a going concern opinion for the years ended December 31, 2004 and December 31, 2003 from our independent auditors, which means that we may not be able to continue operations unless we can become profitable or obtain additional funding.



Our independent auditors have added an explanatory paragraph to their audit opinions issued in connection with our financial statements for the years ended December 31, 2004 and December 31, 2003, which states that the financial statements raise substantial doubt as to our ability to continue as a going concern. Our ability to make operations profitable or obtain additional funding will determine our ability to continue as a going concern.  Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.



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We expect to be able to continue operations for twelve months with the cash currently on hand, and from the Securities Purchase Agreement and the Equity Distribution Agreement entered into by the Company and Cornell Capital Partners, executed on April 14, 2004.



We are subject to a working capital deficit, which means that our current assets on December 31, 2004 and June 30, 2005, were not sufficient to satisfy our current liabilities and, therefore, our ability to continue operations is at risk.



We had a working capital deficit for the year ended December 31, 2004 and quarter ended June 30, 2005, which means that our current liabilities exceeded our current assets on December 31, 2004 by $608,161 and $486,807 on June 30, 2005.  Current assets are assets that are expected to be converted to cash within one year and, therefore, may be used to pay current liabilities as they become due. Our working capital deficit means that our current assets on December 31, 2004 and June 30, 2005, were not sufficient to satisfy all of our current liabilities on those dates.  If our ongoing operations do not begin to provide sufficient profitability to offset the working capital deficit, we may have to raise capital or debt to fund the deficit or curtail future operations.



Our common stock may be affected by limited trading volume and may fluctuate significantly, which may affect our stockholders ability to sell shares of our common stock.



Prior to this filing, there has been a limited public market for our common stock and there can be no assurance that a more active trading market for our common stock will develop.  An absence of an active trading market could adversely affect our stockholders' ability to sell our common stock in short time periods, or possibly at all.  Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations, which could adversely affect the market price of our common stock without regard to our operating performance.  In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to enter the market from time to time in
the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our stock will be stable or appreciate over time. These factors may negatively impact our stockholders' ability to sell shares of our common stock.



Our common stock is deemed to be a low priced Penny Stock, which may make it more difficult for investors to sell their shares due to suitability requirements.



Our common stock is deemed to be a "penny stock" as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934.  These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:



| | With a price of less than $5.00 per share;               | 
|- | -------------------------------------------------------- | 
| | That are not traded on a "recognized" national exchange;

| | Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------





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| | In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor.



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



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



We may acquire assets or other businesses in the future.



We may consider acquisitions of other assets or other business.  Any acquisition involves a number of risks that could fail to meet our expectations and adversely affect our profitability.  For example:



| | The acquired assets or business may not achieve expected results;
|- | -----------------------------------------------------------------

| | We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets;
|- | --------------------------------------------------------------------------------------------------------------------------------------

| | We may not be able to retain key personnel of an acquired business;
|- | -------------------------------------------------------------------
| | Our managements attention may be diverted; or                     

| | Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



If these problems arise we may not realize the expected benefits of an acquisition.



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



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







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



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



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



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



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



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



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



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



We are dependent on external financing to fund our operations.  Our financing needs are expected to be partially provided from the Equity Distribution Agreement and the additional secured convertible debentures to be purchased by Cornell Capital Partners.  No assurances can be given that such financing will be available in sufficient amounts or at all when needed, in part, because we are limited to a maximum cash advance of $200,000 during any seven trading day



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period.  In addition, based on an assumed offering price of $0.016 per share, we will only be able to draw a total net amount of $3,667,500 under the Equity Distribution Agreement. This net amount will utilize all of the 250,000,000 shares of our common stock registered for the Equity Distribution Agreement under our registration statement filed on June 30, 2004.  If the actual average price at which we sell shares of common stock under the Equity Distribution Agreement is less than $0.016 per share, we would need to register additional shares to fully utilize the funds available under the Equity Distribution Agreement.  Based on the assumed offering price of $0.016 per share, we would have to issue to Cornell Capital Partners 315,565,566 shares in order to receive the entire $5,000,000 available to us under the Equity Distribution Agreement.



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



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



Item 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, Steven W. Carnes, our Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of our disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, Mr. Carnes, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.



PART II - OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------



|None.
|-----



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



On April 21, 2005, we issued 9,950,000 shares of our common stock to Evan Weybright for consulting services valued at $2,000.  The shares issued were unrestricted pursuant to the S-8 Registration filed with the SEC on August 26, 2003.



On April 29, 2005, we issued 10,268,696 shares of our common stock to the Escrow Agent pursuant to the Equity Distribution Agreement, to hold on behalf of Cornell pending



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receipt of funds, at which time the shares will be delivered to Cornell.  The shares were registered in our SB-2 Registration Statement declared effective by the SEC on July 14, 2004.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------



None.



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



|None.
|-----



|Item 5. | Other Information.
|------- | ------------------



We failed to file a Form 8-K in April following the issuances of securities described in Item 2 above.



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



|31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act
|----- | ---------------------------------------------------------------
|32.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act

|* | Filed herewith
|- | --------------



Reports on Form 8-K



Form 8-K filed on August 16, 2005; Change of independent accountant.



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 W. Carnes

Stephen W. Carnes, President

(On behalf of the registrant and as

principal accounting officer)

Date: August 19, 2005





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