UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE QUARTERLY PERIOD ENDEDMARCH 31,
      2008





or





o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT




For the transition period from _______________ to _______________





Commission
File Number:000-30172





Renewal Fuels,
Inc.


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




Delaware
            22-1436279(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)





1818 North Farwell Avenue,
Milwaukee, WI 53202


(Address
of principal executive offices)





(414)
283-2625


(Issuer’s
telephone number)





Tech Laboratories,
Inc.


(Former
name if changed from last report)





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. Yesx  Noo





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


Yeso  Nox




Indicate
by check mark whether the registrant is (check one):
  an accelerated filer
      o
              a
      non-accelerated filer o
              smaller
      reporting company x


State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 30,774,276 shares of common stock, $0.001 par
value per share, as of March 31, 2008.




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











RENEWAL FUELS,
INC.





FORM
10-Q





QUARTERLY
PERIOD ENDED MARCH 31, 2008





TABLE
OF CONTENTS




PART
      1  FINANCIAL INFORMATION
            3Item
      1.
            Financial
      Statements (Unaudited)
            3Condensed
      Consolidated Balance Sheet
            4Condensed
      Consolidated Statements of Operations
            5Condensed
      Consolidated Statements of Cash Flows
            6Notes
      to Condensed Consolidated Financial Statements
            7Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            17Item
      3.
            Qualitative
      and Quantitative Disclosure About Market Risk
            25Item
      4.
            Controls
      and Procedures
            25PART
      II OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            26Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            26Item
      3.
            Defaults
      Upon Senior Securities
            26Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            26Item
      5.
            Other
      Information
            26Item
      6.
            Exhibits
            27SIGNATURES
            
            30CERTIFICATIONS
            
            31Certification
      of CEO & CFO Pursuant to 13a-14(a) under the Exchange
      ActCertification
      of CEO & CFO Pursuant to 18 U.S.C Section 1350





2








PART 1.
 FINANCIAL INFORMATION





FORWARD-LOOKING
STATEMENTS




This Form
10-QSB contains “forward-looking statements” relating to Renewal Fuels, Inc.
(formerly Tech Laboratories, Inc.) (referred to as the “Company” or “we”, “us”
or “our” in this Form 10-Q), which represent the Company’s current expectations
or beliefs including, but not limited to, statements concerning the Company’s
operations, performance, financial condition and growth. For this purpose, any
statements contained in this Form 10-Q that are not statements of historical
fact are forward-looking statements. Without limiting the generality of the
foregoing, words such as “may”, “anticipation”, “intend”, “could”, “estimate”,
or “continue” or the negative or other comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, such as credit losses, dependence on
management and key personnel, variability of quarterly results, and the ability
of the Company to continue its growth strategy and competition, certain of which
are beyond the Company’s control. Should one or more of these risks or
uncertainties materialize or should the underlying assumptions prove incorrect,
actual outcomes and results could differ materially from those indicated in the
forward-looking statements.





Any
forward-looking statement speaks only as of the date on which such statement is
made, and the Company undertakes no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.




3




Renewal
      Fuels, Incand
      SubsidiariesConsolidated
      Balance SheetMarch
      31, 2008
            
            
            December
      31, 2007(Unaudited)
            
            
            (Audited)ASSETSCurrent
      Assets:Cash
            
            $
            13,240
            
            
            $
            98,212Funds
      received January 2, 2008 from debt financing
            
            
            -
            
            
            
            270,000Accounts
      Receivable
            
            
            15,129
            
            
            
            -Inventories
            
            
            174,889
            
            
            
            96,883Other
      Current Assets
            
            
            88,757
            
            
            
            80,318Total
      Current Assets
            
            
            292,015
            
            
            
            545,413Property,
      Plant and Equipment-net
            
            
            334,669
            
            
            
            349,305Finance
      Fees-net
            
            
            289,993
            
            
            
            349,993Intangibles-net
            
            
            371,969
            
            
            
            417,025Goodwill
            
            
            323,684
            
            
            
            323,684Total
      Assets
            
            $
            1,612,330
            
            
            $
            1,985,420LIABILITIES AND
      STOCKHOLDERS' DEFICIENCYLiabilitesCurrent
      Liabilities:Accounts
      Payable
            
            $
            367,293
            
            
            $
            265,691Accounts
      Payable-Related Party
            
            
            66,000
            
            
            
            48,000Other
      Payables
            
            
            252,516
            
            
            
            232,223Current
      Maturities of Convertible Debt
            
            
            2,910,297
            
            
            
            2,691,875Note
      Payable-Related Party
            
            
            195,176
            
            
            
            150,888Total
      Current Liabilities
            
            
            3,791,282
            
            
            
            3,388,677Convertible
      preferred stock of subsidiary (preference in liquidation -
      $1,000,000)
            
            
            800,000
            
            
            
            800,000Total
      Liabilities
            
            
            4,591,282
            
            
            
            4,188,677Stockholder's
      deficiency:Capital
      Stock:Preferred
      stock, Class A-par value of $.001;20,000,000
      shares authorized; No shares issued
            
            
            -
            
            
            
            -Common
      stock-par value of $.001; 3,000,000,000 sharesauthorized;
      30,774,276 and 28,832,455 shares issued and outstanding
            
            
            30,773
            
            
            
            28,832March
      31, 2008 and December 31, 2007 respectivelyAdditional
      Paid in Capital
            
            
            8,960,795
            
            
            
            8,890,236Accumulated
      Deficiency
            
            
            (11,970,522
            )
            
            
            (11,122,325
            )Total
      Stockholder's Deficiency
            
            
            (2,978,952
            )
            
            
            (2,203,257
            )Total
      Liabilities and Stockholder's Deficiency
            
            $
            1,612,330
            
            
            $
            1,985,420








See Accompanying Notes to Condensed
Consolidated Financial Statements




4





RENEWAL FUELS, INC and
      SubsidiariesCONSOLIDATED
      STATEMENT OF OPERATIONS(Unaudited)Successor
      Business
            
            
            Predecessor
      BusinessThree
      Months Ended March 31, 2008
            
            
            Period
      from March 9,
              2007
      (Date of
              Inception)
      to March 31, 2007
            
            
            Three
      Months Ended March 31, 2007Sales
            
            $
            345,862
            
            
            $
            -
            
            
            $
            104,360Net
      Sales
            
            
            345,862
            
            
            
            -
            
            
            
            104,360Cost
      of Goods Sold
            
            
            221,697
            
            
            
            -
            
            
            
            76,802Gross
      Profit
            
            
            124,165
            
            
            
            -
            
            
            
            27,558Operating
      Expenses:Employee
      compensation and benefits
            
            
            263,057
            
            
            
            -
            
            
            
            52,320Occupancy
      and equipment
            
            
            42,984
            
            
            
            -
            
            
            
            18,666Advertising
            
            
            29,523
            
            
            
            -
            
            
            
            8,474Professional
      Fees
            
            
            119,295
            
            
            
            -
            
            
            
            8,474Other
      general and administrative
            
            
            116,888
            
            
            
            31,494
            
            
            
            19,085Amortization
      of Intangible Assets
            
            
            105,056
            
            
            
            -
            
            
            
            -Total
      Operating Expenses
            
            
            676,803
            
            
            
            31,494
            
            
            
            107,019Operating
      Income (Loss)
            
            
            (552,638
            )
            
            
            (31,494
            )
            
            
            (79,461
            )Interest
      Expense
            
            
            (295,668
            )
            
            
            (35,654
            )
            
            
            -Other
      Income (Expenses)
            
            
            109
            
            
            
            71,916
            
            
            
            -Net
      Income (loss)
            
            $
            (848,197
            )
            
            $
            4,768
            
            
            $
            (79,461
            )Net
      income (loss) per share:Basic
            
            $
            (0.03
            )
            
            $
            0.00
            
            
            $
            (0.01
            )Diluted
            
            $
            (0.03
            )
            
            $
            0.00
            
            
            $
            (0.01
            )Weighted
      average shares outstanding:Basic
            
            
            29,447,264
            
            
            
            23,580,679
            
            
            
            7,000,000Diluted
            
            
            29,447,264
            
            
            
            23,580,679
            
            
            
            7,000,000








See
Accompanying Notes to Condensed Consolidated Financial Statements





5




RENEWAL
      FUELS, INCand
      SubsidiariesCONSOLIDATED
      STATEMENT OF OPERATIONS(Unaudited)Successor
      Business
            
            
            Predecessor
              BusinessThree
      Months Ended March 31, 2008
            
            
            Period
      from March 9,
              2007
      (Date of
              Inception)
      to March 31,2007
            
            
            Three
      Months Ended March 31, 2007Cash
      Flows From Operating ActivitiesNet
      Loss
            
            $
            (848,197
            )
            
            $
            6,768
            
            
            $
            (79,461
            )Adjustments
      to reconcile net income (loss) to net cashprovided
      by (used in) operating activities:Depreciation
      and amortization
            
            
            120,576
            
            
            
            6,250
            
            
            
            471Accrued
      Interest and amortization of debt discounts
            
            
            290,922
            
            
            
            35,654
            
            
            
            -Changes
      in operating assets and liabilities, netInventories
            
            
            (78,006
            )
            
            
            -
            
            
            
            26,151Other
      current assets
            
            
            246,432
            
            
            
            -
            
            
            
            11,915Accounts
      Payable
            
            
            119,604
            
            
            
            (42,942
            )
            
            
            (5,857
            )Accrued
      Interest Payable
            
            
            4,747
            
            
            
            -
            
            
            
            -Other
      Payables
            
            
            20,293
            
            
            
            -
            
            
            
            -Customer
      deposits
            
            
            -
            
            
            
            -
            
            
            
            (12,224
            )Net
      Cash Provided by (Used in) Operating Activities
            
            
            (123,629
            )
            
            
            5,730
            
            
            
            (59,005
            )Cash
      Flows From Investing Activities:Purchases
      of property and equipment
            
            
            (884
            )
            
            
            -
            
            
            
            -Net
      Cash Flows (Used In) Investing Activities
            
            
            (884
            )
            
            
            -
            
            
            
            -Cash
      Flows From Financing ActivitiesNet
      contributions (distributions) from (to) owner
            
            
            -
            
            
            
            -
            
            
            
            31,953Proceeds
      from note payables
            
            
            39,541
            
            
            
            -
            
            
            
            -Net
      Cash Provided by Financing Activities
            
            
            39,541
            
            
            
            -
            
            
            
            31,953Net
      Increase (Decrease) In Cash
            
            
            (84,972
            )
            
            
            5,730
            
            
            
            (27,052
            )Cash-Beginning
      of period
            
            
            98,212
            
            
            
            -
            
            
            
            52,626Cash-End
      of period
            
            $
            13,240
            
            
            $
            5,730
            
            
            $
            25,574SUPPLEMENTAL
      DISCLOSURE OF CASH ITEMS:Interest
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      Taxes Paid
            
            $
            418
            
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING & FINANCING
    ACTIVITIES:Stock
      warrants exercised
            
            $
            238,932
            
            
            $
            -
            
            
            $
            -Debt
      conversion to common stock
            
            $
            72,500
            
            
            $
            -
            
            
            $
            -






See
Accompanying Notes to Condensed Consolidated Financial Statements




6





RENEWAL FUELS, INC. and
Subsidiaries





NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





AS OF MARCH 31,
2008


(UNAUDITED)




NOTE 1  NATURE OF BUSINESS AND GOING
CONCERN





Reorganization
of Tech Laboratories, Inc. and Reverse Merger with Renewal Biodiesel,
Inc.





On April
20, 2007, Renewal Fuels, Inc., formerly Tech Laboratories, Inc. (the “Company”
or “we”, “us”, “our”), and its wholly-owned subsidiary, Renewal Fuels
Acquisitions, Inc. (“Renewal Acquisitions”), entered into a merger agreement
(the “Renewal Merger Agreement”) with Renewal Biodiesel, Inc. (formerly Renewal
Fuels, Inc.) (“Renewal Biodiesel”). Renewal Biodiesel was incorporated in the
state of Delaware on March 9, 2007 for the purpose of the acquisition of the
FuelMeister Business described below. Pursuant to the Renewal Merger Agreement,
Renewal Acquisitions was merged with and into Renewal Biodiesel. The former
shareholders of Renewal Biodiesel were issued an aggregate of 343,610 shares of
the Company’s series A convertible preferred stock (the “Preferred Stock”),
which were immediately convertible at the option of the holders into an
aggregate of 268,588 shares of our common stock. Following approval of the
Renewal Merger Agreement by our shareholders, the Preferred Stock became
convertible at the option of the holders into an aggregate of 22,907,323 shares
of our common stock. On June 21, 2007, all of the holders converted their shares
of Preferred Stock into 22,907,323 shares of the Company’s common
stock.





Tech
Laboratories had no active business operations immediately prior to the merger.
Mr. John King, former Chief Executive Officer and Mr. David Marks, Chairman were
officers and directors and were minority shareholders of Renewal Biodiesel,
Inc.





On July
9, 2007, the Company, which was a New Jersey entity (“Tech Labs-NJ”), entered
into an Agreement and Plan of Merger with Tech Laboratories, Inc., a
Delaware entity (“Tech Labs - DE”) under which Tech Labs - NJ and Tech Labs - DE
were merged with and into the surviving corporation, Tech Labs - DE, whose name
was subsequently changed on August 1, 2007 to Renewal Fuels, Inc. The
certificate of incorporation and bylaws of the surviving corporation became the
certificate of incorporation and bylaws of the Company, and the directors and
officers in office of the surviving corporation became the directors and
officers of the Company.





On July
10, 2007, the majority stockholders of the Company authorized a 1-for-15 reverse
stock split pursuant to which, on August 1, 2007, the shares of common stock of
the Company that were outstanding at July 31, 2007 (the “Old Shares”)
automatically converted into new shares of common stock (the "New Shares").
All common share and per share amounts in these financial statements have been
retroactively restated to reflect this reverse stock split. The New Shares
issued pursuant to the reverse stock split are fully paid and non-assessable.
All New Shares have the same par value, voting rights and other rights as the
Old Shares. Stockholders of the Company do not have preemptive rights to acquire
additional shares of common stock which may be issued. Also on August 1, 2007,
the Company changed its name from Tech Laboratories, Inc. to Renewal Fuels, Inc.
and the Company’s quotation symbol on the OTC Bulletin Board was changed from
TLBT to RNWF.





Renewal
Biodiesel, Inc. (formerly Renewal Fuels, Inc.)(“Renewal Biodiesel”) acquired all
tangible and intangible assets of the FuelMeister Business of Biodiesel
Solutions, Inc. (“BSI”), a Nevada corporation, effective March 30, 2007. As a
result, Renewal Biodiesel is engaged in the business of designing, developing,
manufacturing and marketing personal biodiesel processing equipment and
accessories to convert used and fresh vegetable oil into clean-burning
biodiesel. Renewal Biodiesel’s products allow customers to make biodiesel fuel,
which is capable of powering all diesel fuel engines, for a current cost of
approximately 70 cents per gallon. Renewal Biodiesel has a network of dealers in
the United States for sale and distribution of its products. Renewal Biodiesel’s
manufacturing facilities are currently located in Sparks, Nevada.





On July
2, 2007, the Company and its wholly-owned subsidiary BSI Acquisitions, Inc.
(“BSI Acquisitions”) entered into a merger agreement (the “BSI Merger
Agreement”) with BSI (from whom Renewal Biodiesel had acquired the FuelMeister
Business). Pursuant to the BSI Merger Agreement, BSI Acquisitions was merged
with and into BSI and the Company thus acquired all of the remaining business of
BSI, other than the FuelMeister Business which was previously acquired as a
result of the reverse merger with Renewal Biodiesel. The former shareholders of
BSI were issued an aggregate of 3,333,333 shares of common stock of the Company,
1,333,333 shares of a new BSI convertible preferred stock (the “BSI Preferred
Stock”), options to purchase 94,600 shares of the Company’s common stock and
$500,000 in cash. The BSI Preferred Stock is immediately convertible at the
option of the holders into common stock of the Company at a conversion price
equal to the greater of (i) $0.75 or (ii) the average closing price of the
common stock during the ten trading days immediately preceding the conversion
date. Prior to the acquisition of BSI, the Company had loaned $200,000 to BSI
under an 8% 180 day secured promissory note, due November 24, 2007. Upon the
acquisition of BSI, the note receivable was reclassified as a capital
contribution to BSI.





BSI will
manufacture the BiodieselMaster®, a factory-built biodiesel processing plant
that is designed to produce 350,000 gallons of biodiesel per year and is
designed to be appropriately scaled for a variety of customers, including small
communities, farms, farm co-ops and trucking fleets. The design will provide a
biodiesel production system that is continuous, flexible, efficient, affordable,
and fully-automated. The automated control system will minimize labor costs and
facilitates remote diagnostics.





7


In
September 2007, the Company purchased two greenhouses which were later
transferred to our Renewal Plantations, Inc subsidiary (“RPI”), which was formed
as a wholly owned subsidiary on February 11, 2008.  RPI is engaged in
the growth of cellulosic feedstock for the biofuels industry.  Through
a service agreement with another party, we are establishing nurseries for the
growth of unique high density, short-rotation trees, which are designed to
provide a very high concentration of biomass per acre.  We are
currently completing installation of the nurseries and establishing customers
for the products to be produced by RPI.  A Management Service
Agreement between RPI and Emerald Energy, LLC was consummated on February 11,
2008, providing for the completion of the greenhouse installation and operation
of the facility.  On April 4, 2008, one of the greenhouses was placed
into service and is currently growing roots.





Predecessor
Business





As
described above, under the terms of the Renewal Merger Agreement, we acquired
100% of the common stock of Renewal Biodiesel in exchange for the issuance by us
of 22,907,323 common shares. Although we were the legal acquirer, Renewal
Biodiesel was considered to be the accounting acquirer and, as such, the
acquisition was accounted for as a reverse merger and recapitalization. As a
result, the accompanying unaudited consolidated financial statements represent
the results of operations and cash flows of the accounting acquirer and
Successor (Renewal Biodiesel) from the date of its inception on March 9, 2007
through March 31, 2007. The FuelMeister Business acquired by Renewal Biodiesel
constitutes our Predecessor business. The accompanying unaudited consolidated
financial statements, as of March 31, 2008 and for the period March 9, 2007
(date of inception) through March 31, 2007, are those of the Successor. The
statements of operations for the three months ended March 31, 2007 and the
statements of cash flows for the three months ended March 31, 2007 are those of
our Predecessor, the FuelMeister Business.





Going
Concern





Our
financial statements are prepared using accounting principles generally accepted
in the United States of America applicable to a going concern, which contemplate
the realization of assets and the liquidation of liabilities in the normal
course of business. Since inception, we have incurred losses from operations.
Furthermore, we will require a significant amount of capital to proceed with our
business plan. As such, our ability to continue as a going concern is contingent
upon us being able to secure an adequate amount of debt or equity capital to
enable us to meet our operating cash requirements and successfully implement our
business plan. In addition, our ability to continue as a going concern must be
considered in light of the challenges, expenses and complications frequently
encountered by entrance into new markets and the competitive environment in
which we operate.





Our
Predecessor historically funded its cash requirements through operations and
contributions from the former owner. In connection with the acquisition of the
FuelMeister Business and BSI, we obtained debt financing. We expect we will need
to obtain additional funding through private or public equity and/or debt
financing to pay for the infrastructure needed to support our planned growth
but, as a public company, we believe we will have better access to additional
debt or equity capital.





There can
be no assurance that our plans will materialize and/or that we will be
successful in raising required capital to grow our business and/or that any such
capital will be available on terms acceptable to us. These factors, among
others, indicate that we may be unable to continue as a going concern for a
reasonable period of time. Our financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should we be unable to continue as a going concern.





NOTE 2 ACQUISITIONS





Reverse
Merger and Recapitalization





On April
20, 2007, we entered into a Merger Agreement with Renewal Biodiesel, a Delaware
corporation formed in 2007 for the purposes of the asset acquisition of the
FuelMeister Business described below. Under the terms of the agreement, we
acquired 100% of the common stock of Renewal Biodiesel in exchange for the
issuance by us of 343,610 shares of our series A convertible preferred stock,
which was subsequently converted into 22,907,323 common shares. The officers and
directors of Renewal Biodiesel assumed similar positions with us. Although we
were the legal acquirer, Renewal Biodiesel was considered the accounting
acquirer and as such the acquisition was accounted for as a reverse merger and
recapitalization. As a result, the accompanying consolidated financial
statements represent the results of operations and cash flows of the accounting
acquirer (Renewal Biodiesel) from the date of its inception on March 9, 2007.
Immediately prior to the reorganization, we had 673,356 shares of common stock
outstanding and net liabilities of $1,677,020, consisting of the following, at
fair value:





Net
      liabilities assumed:Accounts
      payable
            
            $
            203,992Long
      term debt, including accrued interest
            
            
            1,473,028Net
      liabilities assumed
            
            $
            1,677,020




8


The net
liabilities assumed primarily represent debt obligations to YA Global
Investments, L.P. (f/k/a Cornell Capital Partners L.P) (herein “YA Global”) and
were assumed in connection with the provision of additional long-term debt
financing provided by YA Global (see Note 7), which additional funding was
provided simultaneously with the reverse merger and recapitalization.
Accordingly, the net liabilities assumed have been recorded as deferred
financing costs incurred in connection with the additional debt funding provided
by YA Global and will be amortized by periodic charges to income on a
straight-line basis over the life of that debt funding. In addition, the Company
paid $180,000 in fees in connection with the additional debt funding provided by
YA Global.





Acquisition
of Assets of FuelMeister Business and BSI





On March
9, 2007, Crivello Group, LLC (“Crivello”) and its wholly-owned subsidiary,
Renewal Biodiesel, entered into an Asset Purchase Agreement with Biodiesel
Solutions, Inc. (“BSI”), which was effective March 30, 2007. Pursuant to the
Asset Purchase Agreement, BSI sold substantially all of the assets and property
of its FuelMeister operations (the “FuelMeister Business”, the “Predecessor” or
the “Predecessor Business”, an unrelated Company) to Renewal Biodiesel, in
exchange for an aggregate purchase price of $500,000, subject to adjustment.
Under the terms of the Agreement, the purchase price was subsequently adjusted
to $494,426 to reflect the inventory on hand at closing. Of the adjusted
purchase price, $100,000 was paid on execution of the Agreement as a down
payment, $100,000 was paid at closing, $50,000 was paid on April 11, 2007, and
the balance of the purchase price was paid by delivery of a promissory note, as
amended, in the amount of $244,426. The promissory note was subsequently paid on
April 20, 2007. The $250,000 cash portion of the $494,426 purchase price of the
assets was funded by loans received from Crivello of $200,000 and cash of
$57,279 received by Renewal Biodiesel from our founders for common stock. The
loans from Crivello, together with the promissory note for $244,426, were repaid
from the proceeds of loans from YA Global (see Note 7). The difference of
$5,131,231 between the fair value of the 22,907,323 common shares issued to our
founders as a result of the reverse merger described above, determined based on
the trading price of $0.2265 per share immediately prior to the reorganization
and reverse merger, and the amount they paid for their shares of Renewal
Biodiesel of $57,279 has been recorded as stock-based transaction
expense.





Renewal
Biodiesel also entered into a management services agreement with BSI, pursuant
to which BSI agreed to provide general management and administrative services to
Renewal Biodiesel, as well as the use of its facilities. Renewal Biodiesel
reimbursed BSI for the direct cost of services and facilities, as provided. The
agreement terminated 90 days after the FuelMeister acquisition or upon ten days
notice by Renewal Biodiesel. As discussed in Note 1, we acquired BSI on July 2,
2007, which effectively resulted in termination of the agreement.




The
acquisition of the FuelMeister Business was accounted for by the purchase method
in accordance with Financial Accounting Standards Board Statement No. 141 ("FAS
141") and the results of its operations are included in these consolidated
financial statements from the date of acquisition. The aggregate purchase price
determined in accordance with FAS 141 was $494,426.




On July
2, 2007, we entered into a merger agreement with BSI, as a result of which we
acquired the remainder of BSI's business (i.e., other than the FuelMeister
Business acquired previously). BSI is engaged in the business of designing,
manufacturing and marketing processing equipment and accessories, including
personal biodiesel processors and “community scale” biodiesel processor systems,
which convert fresh and used vegetable oils into clean burning biodiesel fuel.
It complements and optimizes Renewal’s ability to design, develop, manufacture
and market both personal and community scale biodiesel processing equipment and
accessories.




As
consideration for the acquisition of BSI, we issued an aggregate of 3,333,333
shares of common stock, 1,000,000 new preferred shares of BSI convertible into
1,333,333 shares of our common stock, options to purchase 94,600 shares of our
common stock and $500,000 in cash. The BSI Preferred Stock is immediately
convertible at the option of the holders into common stock of the Company at a
conversion price equal to the greater of (i) $0.75, or (ii) the average closing
price of the common stock during the ten trading days immediately preceding the
conversion date. Prior to the acquisition of BSI, the Company loaned $200,000 to
BSI under an 8% 180 day secured promissory note, due November 24, 2007. Upon the
acquisition of BSI, the note receivable was reclassified as a capital
contribution to BSI.




Also on
July 2, 2007, we entered into a Securities Purchase Agreement with YA Global
providing for the sale to YA Global of secured convertible debentures in the
aggregate principal amount of $2,700,000, of which $2,000,000 was advanced
immediately. The second installment of $700,000 will be funded within two
business days after the Company has unconditionally booked and received at least
a 50% deposit for the sale of at least one BiodieselMaster® unit. We also issued
to YA Global five-year warrants to purchase 2,250,000 shares of our common stock
at $0.90 per share. The Debentures bear interest at the prime rate plus 2.75%
(but not less than 10%) and mature two years from the date of issuance (the
"Maturity Date"). The Company is not required to make any payments until the
Maturity Date. The holder of the Debentures may convert at any time amounts
outstanding into shares of Common Stock at a conversion price per share equal to
the lesser of (i) $0.05, or (ii) 80% of the lowest closing bid price of the
Common Stock during the ten trading days immediately preceding the conversion
date.




The
aggregate purchase price for the BSI Acquisition was determined based on the
fair value of the consideration issued, which consisted of common stock,
preferred shares of BSI convertible into our common stock, options to purchase
our common stock and cash.




9


The
purchase price was allocated to BSI’s net tangible and intangible assets based
on their estimated fair values as of the date of the completion of the
acquisition and based on a report by an independent, reputable appraiser in
accordance with the professional standards of the American Society of Appraisers
and the Institute of Business Appraisers. The amount allocated to purchased “in
process research and development costs” was valued at fair value using a debt
free cash flow method.





NOTE
3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Policies





We have
generally adopted the accounting policies of the Predecessor. Unless
specifically stated, the accounting policies described below are the accounting
policies of both the Successor and the Predecessor, which do not differ during
all periods presented.





Principles
of Consolidation





Successor





The
consolidated financial statements include the accounts of Renewal Fuels, Inc.
(“Renewal”), the accounts of Renewal Biodiesel, the accounts of Biodiesel
Solutions, Inc. (“BSI”), and the accounts of Renewal Plantations, Inc (“RPI”).
All inter-company accounts and transactions have been eliminated in
consolidation.





Predecessor





The
accompanying financial statements of the FuelMeister business (the “FuelMeister
Business” or the “Predecessor”, a carve-out business of Biodiesel Solutions,
Inc. and a predecessor business of Renewal Biodiesel, which carve-out business
was acquired by Renewal Biodiesel on March 30, 2007), are presented on a
carved-out basis as if it had been an independent reporting entity for the
periods presented. Certain revenue and expenses of Biodiesel have been allocated
by management between the FuelMeister Business and the operations retained by
Biodiesel, based either on specific attribution of those revenues and expenses
or, where necessary and appropriate, based on management’s best estimate of an
appropriate allocation.





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 revenues and expenses during the reporting periods
presented. Estimates that are critical to the accompanying financial statements
arise from our belief that we will secure an adequate amount of cash to continue
as a going concern, and that all long-lived assets and inventories are
recoverable. The markets for our products are characterized by intense
competition, rapid technological development, evolving standards and short
product life cycles, all of which could impact the future realization of our
assets. Estimates and assumptions are reviewed periodically and the effects of
revisions are reflected in the period that they are determined to be necessary.
It is at least reasonably possible that our estimates could change in the near
term with respect to these matters





Inventory





Inventories
consisted of the following at March 31, 2008:





Raw
      materials
            
            $
            169,830Work-in-process
            
            
            5,059$
            174,889





Intangible
Assets





Intangible
assets, consisting primarily of customer lists, engineering drawings and other
intangibles acquired as part of the acquisition of the FuelMeister Business and
of BSI, are amortized over their estimated useful lives, which range from 1 to
15 years.





Derivative
Instruments and Beneficial Conversion Features





We do not
use derivative instruments to hedge exposures to cash flow, market, or foreign
currency risks.





We review
the terms of convertible debt and equity instruments we issue to determine
whether there are embedded derivative instruments, including the embedded
conversion option, that are required to be bifurcated and accounted for
separately as a derivative financial instrument. When the ability to physical or
net-share settle the conversion option is deemed to be not within the control of
the company, the embedded conversion option may be required to be accounted for
as a derivative financial instrument liability. In circumstances




10




where the
convertible instrument contains more than one embedded derivative instrument,
including the conversion option, that is required to be bifurcated, the
bifurcated derivative instruments are accounted for as a single, compound
derivative instrument.
In connection with the sale of convertible debt and equity instruments, we may
also issue freestanding options or warrants. We may also issue options or
warrants to non-employees in connection with consulting or other services they
provide. Depending on their terms, these options and warrants may be accounted
for as derivative instrument liabilities, rather than as equity.





Certain
instruments, including convertible debt and equity instruments and the
freestanding options and warrants issued in connection with those convertible
instruments, may be subject to registration rights agreements, which impose
penalties for failure to register the underlying common stock by a defined date.
These potential cash penalties are accounted for in accordance with FAS No.
5,Accounting for
Contingencies.




When the
embedded conversion option in a convertible debt instrument is not required to
be bifurcated and accounted for separately as a derivative instrument, we review
the terms of the instrument to determine whether it is necessary to record a
beneficial conversion feature, in accordance with EITF Issues 98-05 and 00-27.
When the effective conversion rate of the instrument at the time it is issued is
less than the fair value of the common stock into which it is convertible, we
recognize a beneficial conversion feature, which is credited to equity and
reduces the initial carrying value of the instrument.




When
convertible debt is initially recorded at less than its face value as a result
of allocating some or all of the proceeds received to derivative instrument
liabilities, to a beneficial conversion feature or to other instruments, the
discount from the face amount, together with the stated interest on the
convertible debt, is amortized over the life of the instrument through periodic
charges to income, using the effective interest method.





Interim
Condensed Consolidated Financial Statements





The
condensed consolidated financial statements as of March 31, 2008 and for the
three months ended March 31, 2008 and for the period March 9, 2007 (date of
inception) through March 31, 2007 are unaudited.   In the opinion
of management, such condensed consolidated financial statements include all
adjustments (consisting of normal recurring accruals) necessary for the fair
representation of the consolidated financial position and the consolidated
results of operations.   The consolidated results of operations
for the periods presented are not necessarily indicative of the results to be
expected for the full year.  The interim condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements for the year end December 31, 2007 appearing in Form 10KSB
filed on April 15, 2008.





Impact
of Recently Issued Accounting Pronouncements





Management
believes that no new pronouncements will have a material affect on the
financials.




NOTE
4 FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK





We
believe the book value of our cash, accounts payable and accrued expenses
approximates their fair values due to their short-term
nature.





We sell
products to value added distributors and other customers and generally require
payment in advance or at the time of sale. Periodically, we extend credit based
on an evaluation of the customer's financial condition, generally without
requiring collateral. Our terms for our accounts receivable are generally net 30
days. As such, exposure to losses on receivables is principally dependent on
each customer's financial condition.  We monitor our exposure to credit
losses and maintain allowances for any anticipated losses.  At March 31,
2008, we had accounts receivable of $15,129. Our ability to collect receivables
arising in the future may be affected by economic
fluctuations.





We
maintain all of our cash in deposit accounts with one financial institution,
which deposit accounts at times may exceed federally insured limits.  We
have not experienced any losses in such accounts.





NOTE
5 PROPERTY AND EQUIPMENT





At March
31, 2008, property and equipment consists of the following:





Computer
      equipment and software
            
            $
            45,421Production
      and shop equipment
            
            
            64,164Vehicles
            
            
            3,303Tenant
      Improvements
            
            
            102,501Greenhouses
      and improvements
            
            
            89,247Office
      furniture and equipment
            
            
            17,737Website
      domain
            
            
            50,150372,974Less
      accumulated depreciation and amortization
            
            
            38,305Property
      and equipment - net
            
            $
            334,669




11




Depreciation
expense of $15,520 and $0, respectively, for the three month period ended March
31, 2008 and for the period from March 9, 2007 (Inception) to March 31, 2007,
respectively, is included in other operating expenses in the accompanying
consolidated statements of operations.  The Predecessor has $0 for
depreciation expense for the three month period ended March 31,
2007.




The
greenhouses are currently under construction and no depreciation has been
recorded for the period ending March 31, 2008. Depreciation will be recorded
once the greenhouses are placed into service.





NOTE 6  INTANGIBLE ASSETS





The
following table summarizes amortized and unamortized intangible
assets:





As
      of March 31, 2008Gross
      Carrying Amount
            
            
            Accumulated
      Amortization
            
            
            Net
      Carrying AmountAmortized Intangible
      Assets:Customer
      lists
            
            $
            70,000
            
            
            $
            4,666
            
            
            $
            65,334Engineering
      drawings
            
            
            70,000
            
            
            
            14,000
            
            
            
            56,000Non-compete
      agreement
            
            
            146,000
            
            
            
            72,932
            
            
            
            73,068Tradename
            
            
            118,000
            
            
            
            11,800
            
            
            
            102,200Patent
      application
            
            
            3,000
            
            
            
            3,000
            
            
            
            -Employment
      agreements
            
            
            114,000
            
            
            
            42,633
            
            
            
            71,367521,000
            
            
            
            149,031
            
            
            
            371,969Financing
      Fees
            
            $
            480,000
            
            
            $
            190,007
            
            
            $
            289,993Unamortized Intangible
      Assets:Goodwill
            
            $
            323,684





NOTE 7  DEBT




At March
31, 2008 short-term debt consists of the following:




YA
      Global Investments, L.P., $300,000 convertible debenture, due December 31,
      2009, including interest at prime + 2.75% (10% at March 31, 2008)(accrued
      interest as of March 31, 2008 is $7,479)
            
            
            307,479Less
      unamortized discount from warrants and beneficial conversion
      feature
            
            
            (300,000
            )7,479YA Global
      Investments, L.P., $1,000,000 convertible debenture, due April 20, 2009,
      including interest at prime + 2.75% (10% at March 31, 2008) (accrued
      interest as of March 31, 2008 is $100,059)
            
            $
            1,100,059Less unamortized
      discount from warrants and beneficial conversion feature
            
            
            (285,164
            )814,895YA Global
      Investments, L.P., $400,000 convertible debenture, due May 31, 2009,
      including interest at prime + 2.75% (10% at March 31, 2008))(accrued
      interest as of March 31, 2008 is $34,964)
            
            
            434,964Less unamortized
      discount from beneficial conversion feature
            
            
            (391,947
            )43,017YA Global
      Investments, L.P., $2,000,000 convertible debenture, due July 2, 2009,
      including interest at prime + 2.75% (10% at March 31, 2008) (accrued
      interest as of March 31, 2008 is $156,110)
            
            
            2,156,110Less unamortized
      discount from warrants and beneficial conversion feature
            
            
            (1,203,061
            )953,049Montgomery Equity
      Partners, Ltd., $300,000 15% convertible debenture, due on demand,
      including accrued interest of $170,190 through March 31,
    2008
            
            
            470,190




12




Montgomery Equity
      Partners, Ltd., $249,720 15% convertible debenture, due on demand,
      including accrued interest of $100,205 through March 31,
    2008
            
            
            349,925LH Financial,
      $156,080 18% convertible promissory note, due on demand, including accrued
      interest of $115,662 through March 31, 2008
            
            
            271,742Total convertible
      debt obligations
            
            
            2,910,297Less: prior
      obligations in default classified as current
            
            
            2,910,297$
            -







On
December 31, 2007, the Company entered into an Amendment Agreement (the
"Amendment Agreement") with YA Global, amending the Additional Purchase
Agreement of July 2, 2007, to provide for the sale by the Company to YA Global
of its secured convertible debentures in the aggregate principal amount of
$300,000 (the "Second Additional Debentures").   As part of the
Amendment Agreement, the Company agreed that it would comply with the
requirement to have unconditionally booked and received at least a 50% deposit
for the sale of at least one BiodieselMaster® unit no later than January 31,
2008.  The Company also agreed to have signed a definitive joint
venture with Eco Plantations no later than January 31, 2008.  The
Company has not complied with these undertakings and, accordingly, all its
obligations to YA Global are in default.   Concurrently with the
additional funding from YA Global, certain stockholders and management of the
Company loaned $150,000 to the Company (see Note 8) and the Company covenanted
to YA Global that, as long as the debentures issued by the Company to YA Global
are outstanding, that these loans would not be repaid without the express
written consent of YA Global.





As
part of the Amendment Agreement, the Company also agreed to reduce the exercise
price of the 1,200,000 warrants issued to YA Global on April 20, 2007 from $0.15
per share to $0.001 per share and to reduce the exercise price of 1,200,000 of
the 2,250,000 warrants issued to YA Global on July 2, 2007 from $0.90 per share
to $0.001 per share.  The cost of these reductions in the exercise
price was estimated at $78,337, based on the value of the warrants immediately
before and after the change in the exercise prices,  using the
Cox-Ross-Rubenstein binomial model, based on the market price of $0.23,
estimated volatility of 123%, a risk free rate of 3.45% and the remaining life
of the warrants.  On March 27, 2008, YA Global completed a cashless
exercise of the 1,200,000 warrants originally issued on April 20,2007 and
wereissued 1,186,813
shares of common stock.





The
interest rate, repayment terms, conversion rights, conversion price,
anti-dilution provisions, redemption provisions, events of default and
registration requirements of the second Additional Debentures are identical to
those of the New Debentures described above, except that the fixed element of
the conversion price is $0.05, not $0.60.




All of
the above obligations to YA Global, together with prior obligations to YA Global
described below, are secured by a security interest in our assets and the assets
of our subsidiaries, including their intellectual property.  In
addition, we pledged the shares of Renewal Biodiesel and BSI to YA Global as
additional security for the obligations to YA Global.




(a) $1,400,000
Convertible Debentures




On April
20, 2007, we entered into a Securities Purchase Agreement (the "Purchase
Agreement") with YA Global Investments, L.P. (“YA Global”) providing for the
sale to YA Global of our secured convertible debentures in the aggregate
principal amount of $1,400,000 (the "New Debentures") of which $1,000,000 was
advanced immediately. The second installment of $400,000 was funded on May 31,
2007, following clearance by the Securities and Exchange Commission (the “SEC”)
of an information statement disclosing shareholder approval of the issuance of
the Preferred Stock to the former shareholders of Renewal
Biodiesel.




The New
Debentures bear interest at the prime rate plus 2.75% (but not less than 10%)
and mature on April 20, 2009 and May 31, 2009 (the "Maturity Dates"). We are not
required to make any payments until the Maturity Dates. The holder of the New
Debentures (the "Holder") may convert at any time principal amounts outstanding
under the New Debentures into shares of our common stock at a conversion price
per share equal to the lower of (a) $0.60 or (b) 80% of the lowest closing bid
price of the common stock during the ten




13




trading
days immediately preceding the conversion date. We have the right to redeem a
portion or all amounts outstanding under the New Debentures prior to the
Maturity Dates at a 15% redemption premium provided that (i) the closing bid
price of the common stock is less than the fixed conversion price of the New
Debentures; (ii) the underlying shares are subject to an effective registration
statement; and (iii) no event of default has occurred and is continuing. The New
Debentures contain standard anti-dilution adjustments for stock splits and
similar events. In the event that we sell or otherwise issue common stock at a
price below the current conversion price, the fixed conversion price will be
reduced to such lower price. If an Event of Default occurs, as defined in the
New Debentures, the holder may demand immediate repayment of all amounts due
under the New Debentures. In addition to non-payment of principal or interest
when due, defaults under other obligations and bankruptcy or similar events, the
Events of Default include a Change in our Control, the our failure to file,
achieve or maintain effectiveness of the required registration statement (see
below) if registration has been demanded by the Holder of the New Debentures,
and the failure to maintain the listing of our common stock on a recognized
exchange.





Under the
Purchase Agreement, we also issued to YA Global five-year warrants to purchase
1,200,000 shares of common stock at an exercise price of $0.15 per share. The
warrants were valued at $238,932 using the Cox-Ross-Rubenstein binomial model,
based on the market price at the time they were issued of $0.2265, estimated
volatility of 123%, a risk free rate of 4.75% and the five year life of the
warrants.




In
connection with the Purchase Agreement, we also entered into a registration
rights agreement with YA Global (the "Registration Rights Agreement") providing
for the filing of a registration statement (the "Registration Statement") with
the SEC registering the common stock issuable upon conversion of the New
Debentures and exercise of the warrants. Upon written demand from the Holder, we
are obligated to file a Registration Statement within 45 days of such demand and
to use its best efforts to cause the Registration Statement to be declared
effective no later than 150 days following receipt of such demand. We are also
required to ensure that the Registration Statement remains in effect until all
of the shares of common stock issuable upon conversion of the New Debentures and
exercise of the warrants have been sold or may be sold without volume
restrictions pursuant to Rule 144(k) promulgated by the SEC. In the event of a
default of its obligations under the Registration Rights Agreement, including
its agreement with
respect to the filing and effectiveness dates for the Registration Statement, we
are required to pay to YA Global, as liquidated damages, for each thirty day
period that the Registration Statement has not been filed or declared effective,
as the case may be, a cash amount equal to 2% of the face amount of the
Debentures, not to exceed 24%. As of April 14, 2008, no demand for registration
has been received by us.  The Debenture is currently in
default.




$2,700,000
Convertible Note Financing




On July
2, 2007, we entered into an additional Securities Purchase Agreement (the
"Additional Purchase Agreement") with YA Global providing for the sale to YA
Global of our secured convertible debentures in the aggregate principal amount
of $2,700,000 (the "Additional Debentures") of which $2,000,000 was advanced
immediately. The second installment of $700,000 was to be funded within two
business days after we have unconditionally booked and received at least a 50%
deposit for the sale of at least one BiodieselMaster® unit.




The
interest rate, repayment terms, conversion rights, conversion price,
anti-dilution provisions, redemption provisions, events of default and
registration requirements of the Additional Debentures are identical to those of
the New Debentures described above, except that the fixed element of the
conversion price is $0.75, not $0.60.




Under the
Additional Purchase Agreement, we also issued to YA Global five-year warrants to
purchase 2,250,000 shares of common stock at an exercise price of $0.90 per
share. The warrants were valued at $1,104,405 using the Cox-Ross-Rubenstein
binomial model, based on the market price at the time they were issued of $0.60,
estimated volatility of 123%, a risk free rate of 4.90% and the five year life
of the warrants.  The Additional Debentures are in
default.





(b)
Prior obligations
assumed in reverse merger





On
April 20, 2007, as part of the net liabilities assumed on the reverse merger, we
assumed certain existing obligations to YA Global and other entities. These
obligations included two existing 15% convertible debenture obligations dated
December 27, 2005 due to Montgomery Equity Partners, Ltd, an affiliate of YA
Global (the “Old Debentures”), in the face amounts of $537,220 and $300,000,
together with accrued interest at April 20, 2007 of $105,310 and $58,808,
respectively. The Old Debentures were due on December 27, 2006. In connection
with one of these Old Debentures, we previously issued warrants to purchase
6,667 shares of common stock at an exercise price of $0.015 per share. As
amended on May 31, 2007, the Old Debentures are convertible into shares of
common stock at a conversion price per share equal to the lesser of (a) $0.60 or
(b) 80% of the lowest closing bid price of the common stock during the ten
trading days immediately preceding the conversion date. On January 24, 2008
converted a $72,500 of the Old Debentures into 755,208 shares of common
stock.





14


In
connection with these Old Debentures, we are obligated to file a Registration
Statement with the SEC, registering the shares issuable on conversion of the Old
Debentures and the Old Warrants. We have not filed the required registration
statement (which was required to be filed by March 27, 2006 and effective by May
26, 2006). Under the terms of the Old Debentures, we are required to pay to YA
Global, as liquidated damages, for each thirty day period that the Registration
Statement has not been filed or declared effective, as the case may be, a cash
amount equal to 2% of the face amount of the Old Debentures. We have received a
letter dated November 14, 2007 from YA Global waiving, as of that date, all
rights to collect any and all liquidated damages arising from any default under
any of the convertible debenture agreements. Because any common shares obtained
by YA Global on conversion of the Old Debentures may now be freely sold by them
under Rule 144(k), without volume restrictions and without registration, we do
not believe we will be subject to any penalties after November 14, 2007 for not
filing the required registration statement.





We also assumed the remaining portions
of a convertible promissory note that was originally issued in 2000. A portion
of the note is held by YA Global and a portion is held by entities associated
with LH Financial. The notes are convertible into shares of common stock at a
conversion price per share equal to 85% of the average of the five lowest
closing bid prices of the common stock during the 22 trading days immediately
preceding the conversion date. In 2007, YA Global converted their entire
principal amount of $168,000 plus all accrued interest thereon of $61,000 into
574,807 common shares.





Default





The prior
obligations assumed in the reverse merger are past due and are therefore in
default.  As noted above, as part of the December 31, 2007 Amendment
Agreement, the Company agreed that it would comply with the requirement to have
unconditionally booked and received at least a 50% deposit for the sale of at
least one BiodieselMaster® unit no later than January 31, 2008.  The
Company also agreed to have signed a definitive joint venture with Eco
Plantations no later than January 31, 2008.  The Company has not
complied with these undertakings and, accordingly, all its obligations to YA
Global are in default.  As a result, all of the Company’s convertible
debt obligations are in default, permitting the holders to demand immediate
payment, and have therefore been classified as current at March 31,
2008.





See, Note
11 “Subsequent Events - Forbearance Agreement”.





Derivative
Instrument Liabilities and Beneficial Conversion Feature:





In
accounting for the Convertible Debentures and the associated Warrants, we have
considered the requirements of EITF Issue 00-19, "Accounting for Derivative
Financial Instruments Indexed To, and Potentially Settled In, a Company's Own
Common Stock". Because the number of shares that may be required to be issued on
conversion of the Convertible Debentures is dependent on the price of our common
stock, the number of shares ultimately required is indeterminate. However, full
conversion of the outstanding Convertible Debentures and exercise of outstanding
Warrants, together with currently outstanding common stock and all other
currently existing requirements to issue common stock, require us to have
approximately 64 million common shares authorized. We are authorized to issue 3
billion common shares. As a result, management believes it will have sufficient
authorized shares available to physically
settle all contracts that currently require delivery of common shares.
Furthermore, our management, together with investors associated with management,
control a majority of our outstanding common shares. Accordingly, our management
believes it is in a position to secure shareholder approval of an increase in
the authorized number of shares, should such an increase be required in the
future. As a result of management’s conclusion that it will have sufficient
authorized shares available to settle all outstanding contracts requiring
delivery of common shares, the conversion option embedded in the Convertible
Debentures has not been bifurcated and the Warrants issued in connection with
the Convertible Debentures have been accounted for as equity
instruments.




We have
also reviewed the terms of the Convertible Debentures to determine whether there
are embedded derivative instruments, other than the conversion option, that may
be required to be bifurcated and accounted for separately as derivative
instrument liabilities. Certain events of default associated with the
Convertible Debentures, including failure to effect or maintain registration
when required, the failure to maintain the listing of our common stock on a
recognized exchange and similar events, have risks and rewards that are not
clearly and closely associated with the risks and rewards of the debt
instruments in which they are embedded. However, events of default serve only to
permit the holder to demand repayment and do not require us to pay any premium
on default. Accordingly, these embedded derivative instruments are considered to
have minimal, if any, value.




15




If
the conversion option embedded in the Convertible Debentures has not been
bifurcated, then if the effective conversion price for a Convertible Debenture
is less than the market value of the underlying shares at the time the debenture
is issued (usually as a result of the allocation of part of the proceeds
received to common stock warrants or other instruments), we recognize a
beneficial conversion feature inaccordance with EITF Issues 98-05 and 00-27. The
value of the beneficial conversion feature, which is credited to additional
paid-in capital, reduces the initial carrying amount of the debenture. The
discount from the face amount of the Convertible Debentures represented by the
value initially assigned to any associated Warrants and to any beneficial
conversion feature is amortized over the period to the due date of each
Convertible Debenture, using the effective interest method.  Because
those debentures are past due, the discount from the face amount of the
debentures was immediately expensed and is included in interest expense for the
period.





For
warrants and option-based derivative instruments, we estimate fair value using
the Cox-Ross-Rubinstein binomial valuation model, based on the market price of
the common stock on the valuation date, an expected dividend yield of 0%, a
risk-free interest rate based on constant maturity rates published by the U.S.
Federal Reserve applicable to the remaining term of the instruments (which rates
ranged from 3.45% to 4.90%), and an expected life equal to the remaining term of
the instruments. Because of the limited historical trading period of our common
stock, the expected volatility of our common stock over the remaining life of
the conversion options and Warrants was estimated at 123%, based on a review of
the volatility of entities considered by management as most comparable to our
business.




NOTE 8  RELATED PARTIES – accounts and notes
payable




On
December 13, 2007, we issued two notes, each with a principal amount of $50,000
(an aggregate of $100,000) to two stockholders, one of whom is John King, whom
has resigned as Chief Executive Officer and Chief Financial Officer as of April
15, 2008.  The Notes have a maturity date of February 11, 2008 and
bear interest of 12% per annum. We are precluded from repaying the Notes without
the express written consent of YA Global.   On January 24, 2008,
an amendment was issued on both notes increasing the aggregate amount of each
note to $55,500.  As of March 31, 2008, each note had a balance of
$57,375, including accrued interest.  The Company has not made any
payments on the notes




On
December 13, 2007, we issued a note with the principal amount of $50,000 to
another stockholder.  The Note has a maturity date of February 11,
2008 and bears interest of 12% per annum. We are precluded from repaying the
Note without the express written consent of YA Global.  As of March
31, 2008, the note had a balance of $80,426, including accrued
interest.  The Company has not made any payments on the
note.




We
utilize space and employees in Milwaukee, Wisconsin of an entity controlled by
the Chairman of the Board of Directors. The fair value of the space and work
done by the employees is $6,000 per month. As of March 31, 2008, $66,000 is
outstanding.





NOTE 9  STOCK OPTION
PLANS





On July
10, 2007, the majority stockholders approved the 2007 Stock Incentive Stock Plan
(the "2007 Incentive Plan") and authorized 1,000,000 shares of common stock for
issuance of stock awards and stock options there under. As of March 31, 2008, no
stock awards or stock options have been issued under the 2007 Incentive
Plan.





Under the
2007 Incentive Plan, options may be granted which are intended to qualify as
Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code
of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as
Incentive Stock Options there under. The primary purpose of the 2007 Incentive
Plan is to attract and retain the best available personnel for the Company by
granting stock awards and stock options in order to promote the success of the
Company's business and to facilitate the ownership of the Company's stock by
employees. The 2007 Incentive Plan will be administered by the Company's Board
of Directors, as the Board of Directors may be composed from time to
time.





Under the
2007 Incentive Plan, stock awards and options may be granted to key employees,
officers, directors or consultants of the Company. The purchase price of the
common shares subject to each ISO shall not be less than the fair market value
(as set forth in the 2007 Incentive Plan), or in the case of the grant of an ISO
to a Principal Stockholder, not less that 110% of fair market value of such
common shares at the time such Option is granted. The purchase price of the
common shares subject to each Non-ISO shall be determined at the time such
Option is granted, but in no case less than 85% of the fair market value of such
common shares at the time such Option is granted.




16


NOTE 10 OTHER COMMITMENTS AND
CONTINGENCIES





As
described in Note 7, the Company entered into a Registration Rights Agreement
with YA Global providing for the filing of a registration statement with the SEC
registering the common stock issuable upon conversion of the debentures and
exercise of the warrants sold to YA Global. Upon written demand from YA Global,
the Company is obligated to file a Registration Statement within 45 days and to
use its best efforts to cause the Registration Statement to be declared
effective no later than 150 days following receipt of such demand. The Company
is also required to ensure that the Registration Statement remains in effect
until all of the shares of common stock issuable upon conversion of the
debentures and exercise of the warrants have been sold or may be sold without
volume restrictions pursuant to Rule 144(k). In the event of a default of its
obligations under the Registration Rights Agreement, the Company is required to
pay to YA Global, for each thirty day period that the Registration Statement has
not been filed or declared effective, a cash amount equal to 2% of the face
amount of the Debentures, not to exceed 24%. As of March 31, 2008, no demand for
registration has been received by the Company.




The
Company has employment agreements with two senior officers.  The
agreements were executed on July 2, 2007 for $57,000 each.  Each
agreement is for a two-year employment period and automatically renews at the
determined notice date.   Both employment agreements were
terminated subsequent to the quarter ended March 31, 2008 (See Note 11
Subsequent Events).




NOTE 11 SUBSEQUENT
EVENTS




On April
21, 2008, Renewal RPI entered into a Loan
and Security Agreement (the “Agreement”) with Phoenix Investors, LLC
(“Phoenix”), a stockholder of the Company.  Phoenix’s managing member
is David Marks, the Company’s sole member of the Board of Directors.  
Phoenix will provide funds of up to $500,000 (the “Loan” and all amounts loaned
pursuant to the Agreement will hereinafter be referred to as “Term Loans”) from
time to time upon the written request of RPI.  The Loan has a maturity
date of July 15, 2008 and bear an interest rate of 13%.  In connection
with the Loan, Phoenix shall be paid a loan original fee of $50,000 and receive
warrants to purchase 20,000,000 shares of the common stock of the Company. The
warrants are exercisable for a period of five years at an exercise price of
$0.05 per share and may be exercised on a cashless basis.




Both
employment agreements with senior management of the Company were terminated
subsequent to the quarter ended March 31, 2008.  The Company is
negotiating separation agreement and future consulting agreements with these
senior employees.





Forbearance
Agreement





On April
28, 2008, the Company entered into a Forbearance Agreement (the “Agreement”)
with Montgomery Equity Partners, Ltd. (“Montgomery”) and YA
Global.  This secured convertible indebtedness of Montgomery and YA
Global (collectively, “Lenders”) had an aggregate principal balance, as of April
21, 2008, of approximately $4,249,720, and aggregate accrued unpaid interest of
approximately $562,920.23.





Pursuant
to the Agreement, the Company gave formal written notice to the Lenders of
events constituting defaults under the notes and other documents evidencing and
securing the Indebtedness (the “Loan Documents”), that are continuing, including
the Company’s failure to repay a portion of the indebtedness that had
matured.




Pursuant
to the Agreement, Lenders agreed to forbear from exercising their rights and
remedies under the Loan Documents until September 30, 2008, unless and until
there is a new default under the Loan Documents.  In connection with
the Forbearance Agreement, the Company agreed (a) to amend the warrant entitling
YA Global to purchase 1,050,000 common shares of the Company, to reduce the
exercise price to $.001 per share; (b) to increase the interest rate payable on
the Indebtedness to 13% per annum; (c) to allow the Company to prepay the
indebtedness at any time prior to September 30,2008; (d) to extend the maturity
of the portion of the debentures due December 28, 2006 (evidencing a portion of
the Indebtedness in the aggregate principal amount of $549,720, and being the
only portion of the indebtedness that has or will mature prior to September
30,2008) to September 30, 2008; and (e) for the Company’s cash deposits, to
enter into a Deposit Account Control Agreement with a bank that, upon the
earlier of a new default under the Loan Documents or September 30, 2008, gives
YA Global exclusive and immediate control over the Company’s cash deposits in
such account.




ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




We
believe transparency and clarity are the primary goals of successful financial
reporting. We remain committed to increasing the transparency of our financial
reporting, providing our shareholders with informative financial disclosures and
presenting an accurate view of our financial position and operating
results.




17





Management’s
Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”) is designed to provide a reader of our financial statements with a
narrative from the perspective of our management on our financial condition,
results of operations, liquidity, and certain other factors that may affect our
future results. Our MD&A is presented in the following
sections:


●
              Overview


●
              History


●
              Business
      Strategy, Core Philosophies, and Current
  Operations


●
              Results
      of Operations
 ●
                Liquidity
      and Capital Resources
 ●
                Off-Balance-Sheet
      Arrangements
 ●
                Qualitative
      and Quantitative Disclosures About Market
Risk
 ●
                Outlook




The
following discussion and other sections of this Form 10-Q contain
forward-looking statements that involve a number of risks and uncertainties.
These forward-looking statements are made pursuant to the “safe-harbor”
provisions of the Private Securities Litigation Reform Act of 1995 and are made
based on management’s current expectations or beliefs, as well as assumptions
made by, and information currently available to, management. All statements
regarding future events, our future financial performance and operating results,
our business strategy and our financing plans are forward-looking statements. In
many cases, you can identify forward-looking statements by terminology, such as
“may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative
of such terms and other comparable terminology. These statements are only
predictions. Known and unknown risks, uncertainties and other factors could
cause our actual results to differ materially from those projected in the
forward-looking statements.





THE
INFORMATION CONTAINED IN THIS FORM 10-Q IS NOT A COMPLETE DESCRIPTION OF OUR
BUSINESS OR THE RISKS ASSOCIATED WITH AN INVESTMENT IN US. READERS ARE REFERRED
TO DOCUMENTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION,
WHICH IDENTIFY IMPORTANT RISK FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS.





OVERVIEW





As of the
end of the quarter, March 31, 2008, Renewal Fuels, Inc. (“Renewal”) had three
wholly-owned subsidiaries - Renewal Biodiesel, Inc. (“Renewal Biodiesel”),
Biodiesel Solutions, Inc. (“BSI”), and Renewal Plantations, Inc
(“RPI”).




Renewal
Biodiesel was incorporated in the state of Delaware on March 9, 2007 and
acquired the business, fixed assets and inventory of the FuelMeister business of
BSI, effective March 30, 2007. Renewal Biodiesel is engaged in the business of
designing, developing, manufacturing and marketing personal biodiesel processing
equipment and accessories to convert used and fresh vegetable oil into
clean-burning biodiesel. Renewal Biodiesel’s products allow customers to make
biodiesel fuel, which is capable of powering all diesel fuel engines, for a
current cost of approximately 70 cents per gallon. Renewal Biodiesel has
developed a network of dealers in the United States for sale and distribution of
its products. Renewal Biodiesel’s manufacturing facilities are currently located
in Sparks, Nevada.




BSI is
developing and will manufacture a factory-built biodiesel processing plant that
is designed to produce 350,000 gallons of biodiesel per year, appropriately
scaled for a variety of customers, including small communities, farms, farm
co-ops and trucking fleets. The design will provide a biodiesel production
system that is continuous, flexible, efficient, affordable, and fully-automated.
The automated control system will minimize labor costs and facilitates remote
diagnostics. BSI’s manufacturing facilities are currently located in Sparks,
Nevada, adjacent to the manufacturing facilities for Renewal
Biodiesel.




18


RPI is
engaged in the growth of cellulosic feedstock for the biofuels
industry.  Through a service agreement with another party, we are
establishing nurseries for the growth of unique high density, short-rotation
trees, which are designed to provide a very high concentration of biomass per
acre.  We are currently completing installation of the nurseries and
establishing customers for the products to be produced by RPI.





HISTORY





Reorganization
of Tech Laboratories, Inc. and Reverse Merger with Renewal Biodiesel,
Inc.





On April
20, 2007, Tech Laboratories, Inc. entered into a Merger Agreement with Renewal
Biodiesel, a Delaware corporation formed in 2007 for the purposes of the asset
acquisition of the FuelMeister Business described below. Under the terms of the
agreement, we acquired 100% of the common stock of Renewal Biodiesel in exchange
for the issuance by us of 343,610 shares of our series A convertible preferred
stock, which was subsequently converted into 22,907,323 common shares. The
officers and directors of Renewal Biodiesel assumed similar positions with us.
Although we were the legal acquirer, Renewal Biodiesel was considered the
accounting acquirer and as such the acquisition was accounted for as a reverse
merger and recapitalization. As a result, the accompanying consolidated
financial statements represent the results of operations and cash flows of the
accounting acquirer (Renewal Biodiesel) from the date of its inception on March
9, 2007. Immediately prior to the reorganization, we had 673,356 shares of
common stock outstanding and net liabilities of $1,677,020, consisting of the
following, at fair value:





Net
      liabilities assumed:Accounts
      payable
            
            $
            203,992Long
      term debt, including accrued interest
            
            
            1,473,028Net
      liabilities assumed
            
            $
            1,677,020





The net
liabilities assumed primarily represent debt obligations to YA Global
Investments, L.P. (“YA Global”) and were assumed in connection with the
provision of additional long-term debt financing provided by YA Global (see Note
7 in our accompanying consolidated financial statements included in this
Report), which additional funding was provided simultaneously with the reverse
merger and recapitalization. Accordingly, the net liabilities assumed were
recorded as deferred financing costs incurred in connection with the additional
debt funding provided by YA Global and are being amortized by periodic charges
to income on a straight-line basis over the life of that debt funding. In
addition, the Company paid $180,000 in fees in connection with the additional
debt funding provided by YA Global.





Tech
Laboratories had no active business operations immediately prior to the merger.
Mr. John King, former Chief Executive Officer and Mr. David Marks, Chairman were
officers and directors and were minority shareholders of Renewal
Biodiesel.




Immediately
prior to the reorganization, Renewal Biodiesel issued an aggregate of 5,727,979
shares of its common stock to 23 accredited investors for an aggregate
consideration of $57,279. Under the terms of the agreement, we acquired 100% of
the 5,727,979 shares of common stock of Renewal Biodiesel in exchange for the
issuance by us of 343,610 shares of series A preferred stock, which were
subsequently converted into 23,907,323 common shares (approximately 97% of the
outstanding common shares immediately after the reorganization). The average
share price paid for the 5,727,979 shares of Renewal Biodiesel exchanged for our
common shares was $0.01. Current officers, directors and principal stockholders
of ours, who beneficially own in the aggregate approximately 80% of our
outstanding common stock, owned the following aggregate shares of common stock
of Renewal Biodiesel:




Name
            
            Common
      Shares
              Received
            
            Renewal
              Biodiesel
              Shares
      Owned
            
            Average
      Price
              PaidCrivello
      Group LLC (1)
            
            
            666,666
            
            166,700
            
            $
            0.01Frank
      P. Crivello SEP IRA (1)
            
            
            13,333,333
            
            3,334,000
            
            $
            0.01John
      King
            
            
            2,300,000
            
            575,115
            
            $
            0.01David
      Marks (2)
            
            
            2,700,000
            
            675,135
            
            $
            0.01Other
      investors as a group (17)
            
            
            3,907,324
            
            977,029
            
            $
            0.0122,907,323
            
            5,727,979




(1)
            Mr.
      Crivello is also the managing member of Crivello Group,
    LLC.




19




(2)
            Of
      the shares attributed to Mr. Marks, 200,000 shares are registered in the
      name of the Irrevocable Children’s Trust of which Mr. Marks is a trustee
      and 200,000 are registered in the name of Phoenix Investors, LLC of which
      Mr. Marks is Managing Director.




Although
we were the legal acquirer, Renewal Biodiesel was considered the accounting
acquirer and as such the acquisition was accounted for as a reverse merger and
recapitalization. The officers and directors of Renewal Biodiesel assumed
similar positions with us. As a result, the accompanying consolidated financial
statements represent the results of operations and cash flows of the accounting
acquirer (Renewal Biodiesel) from the date of its inception on March 9,
2007.





The fair
value of the common stock issued to the shareholders of Renewal Biodiesel was
estimated to be $0.2265 per share, based on the trading price of our common
stock immediately prior to the reorganization and reverse merger. The difference
between the fair value of the shares issued and the amount paid by the
shareholders of Renewal Biodiesel for their shares resulted in an immediate
expense of $5,131,231.




On July
9, 2007, the Company, which was a New Jersey entity (“Tech Labs-NJ”), entered
into an Agreement and Plan of Merger with Tech Laboratories, Inc., a
Delaware entity (“Tech Labs - DE”) under which Tech Labs - NJ and Tech Labs - DE
were merged with and into the surviving corporation, Tech Labs - DE, whose name
was subsequently changed on August 1, 2007 to Renewal Fuels, Inc. The
certificate of incorporation and bylaws of the surviving corporation became the
certificate of incorporation and bylaws of the Company, and the directors and
officers in office of the surviving corporation became the directors and
officers of the Company.




On July
10, 2007, the majority stockholders of the Company authorized a 1-for-15 reverse
stock split which was effective on August 1, 2007. As a result, the shares
of common stock of the Company (the "Old Shares") that were outstanding at July
31, 2007 automatically converted into 23,805,126 shares of common stock
(the "New Shares"). All common share and per share amounts in our financial
statements have been retroactively restated to reflect this reverse stock split.
The New Shares issued pursuant to the reverse stock split are fully paid and
non-assessable. All New Shares have the same par value, voting rights and other
rights as the Old Shares. Stockholders of the Company do not have preemptive
rights to acquire additional shares of common stock which may be issued. Also on
August 1, 2007, the Company changed its name from Tech Laboratories, Inc. to
Renewal Fuels, Inc. and the Company’s quotation symbol on the OTC Bulletin Board
was changed from TLBT to RNWF.





Acquisition
of Assets of FuelMeister Business and BSI





On March
9, 2007, Crivello Group, LLC (“Crivello”) and its wholly-owned subsidiary,
Renewal Biodiesel, entered into an Asset Purchase Agreement with Biodiesel
Solutions, Inc. (“BSI”), which was effective March 30, 2007. Pursuant to the
Asset Purchase Agreement, BSI sold substantially all of the assets and property
of its FuelMeister operations (the “FuelMeister Business” , the “Predecessor” or
the “Predecessor Business”, an unrelated Company) to Renewal Biodiesel, in
exchange for an aggregate purchase price of $500,000, subject to adjustment.
Under the terms of the Agreement, the purchase price was subsequently adjusted
to $494,426 to reflect the inventory on hand at closing. Of the adjusted
purchase price, $100,000 was paid on execution of the Agreement as a down
payment, $100,000 was paid at closing, $50,000 was paid on April 11, 2007, and
the balance of the purchase price was paid by delivery of a promissory note, as
amended, in the amount of $244,426. The promissory note was subsequently paid on
April 20, 2007. The $250,000 cash portion of the $494,426 purchase price of the
assets was funded by loans received from Crivello of $200,000 and cash of
$57,279 received by Renewal Biodiesel from our founders for common stock. The
loans from Crivello, together with the promissory note for $244,426, were repaid
from the proceeds of loans from YA Global (see Note 7 in the accompanying
consolidated financial statements). The difference of $5,131,231 between the
fair value of the 22,907,323 common shares issued to our founders as a result of
the reverse merger described above, determined based on the trading price of
$0.2265 per share immediately prior to the reorganization and reverse merger,
and the amount they paid for their shares of Renewal Biodiesel of $57,279 has
been recorded as stock-based transaction expense.





Renewal
Biodiesel also entered into a management services agreement with BSI, pursuant
to which BSI agreed to provide general management and administrative services to
Renewal Biodiesel, as well as the use of its facilities. Renewal Biodiesel
reimbursed BSI for the direct cost of services and facilities, as provided. The
agreement terminated 90 days after the FuelMeister acquisition or upon ten days
notice by Renewal Biodiesel. As discussed in Note 1 to the financial statements,
we acquired BSI on July 2, 2007, which effectively resulted in termination of
the agreement.





The
acquisition of the FuelMeister Business was accounted for by the purchase method
in accordance with Financial Accounting Standards Board Statement No. 141 ("FAS
141") and the results of its operations are included in these consolidated
financial statements from the date of acquisition. The aggregate purchase price
determined in accordance with FAS 141 was $494,426.





The
following is a summary of the net assets acquired at the date of acquisition, at
fair value:





Net
      assets acquired:Inventory
            
            $
            34,426Fixed
      assets
            
            
            9,145Website
      domain
            
            
            50,150Tradename
            
            
            118,000Customer
      lists, engineering drawings and other intangibles
            
            
            189,000Goodwill
            
            
            93,705Net
      assets acquired
            
            $
            494,426




20




On July
2, 2007, we entered into a merger agreement with BSI, as a result of which we
acquired the remainder of BSI's business (i.e., other than the FuelMeister
Business acquired previously). BSI is engaged in the business of designing,
manufacturing and marketing processing equipment and accessories, including
personal biodiesel processors and “community scale” biodiesel processor systems,
which convert fresh and used vegetable oils into clean burning biodiesel fuel.
It complements and optimizes Renewal’s ability to design, develop, manufacture
and market both personal and community scale biodiesel processing equipment and
accessories.





As
consideration for the acquisition of BSI, we issued an aggregate of 3,333,333
shares of common stock, 1,000,000 new Series B preferred shares of BSI,
initially convertible into 1,333,333 shares of our common stock, options to
purchase 96,400 shares of our common stock and $500,000 in cash. The BSI
Preferred Stock is immediately convertible at the option of the holders into
common stock of the Company at a conversion price equal to the greater of (i)
$0.75, or (ii) the average closing price of the common stock during the ten
trading days immediately preceding the conversion date. Prior to the acquisition
of BSI, the Company loaned $200,000 to BSI under an 8% 180 day secured
promissory note, due November 24, 2007. Upon the acquisition of BSI, the note
receivable was reclassified as an investment to BSI.





Also on
July 2, 2007, we entered into a Securities Purchase Agreement with YA Global
providing for the sale to YA Global of secured convertible debentures in the
aggregate principal amount of $2,700,000, of which $2,000,000 was advanced
immediately. The second installment of $700,000 will be funded within two
business days after the Company has unconditionally booked and received at least
a 50% deposit for the sale of at least one BiodieselMaster® unit. We also issued
to YA Global five-year warrants to purchase 2,250,000 shares of our common stock
at $0.90 per share. The Debentures bear interest at the prime rate plus 2.75%
(but not less than 10%) and mature two years from the date of issuance (the
"Maturity Date"). The Company is not required to make any payments until the
Maturity Date. The holder of the Debentures may convert at any time amounts
outstanding into shares of Common Stock at a conversion price per share equal to
the lesser of (i) $0.05, or (ii) 80% of the lowest closing bid price of the
Common Stock during the ten trading days immediately preceding the conversion
date.





The
aggregate purchase price for the BSI acquisition was determined based on the
fair value of the consideration issued, which consisted of common stock,
preferred shares of BSI convertible into our common stock, options to purchase
our common stock and cash, as follows:





3,333,333
      shares of common stock
            
            $
            2,000,0001,000,000
      shares of preferred stock of BSI
            
            
            800,00096,400
      common stock options
            
            
            48,181Note
      receivable from BSI reclassified to contributed capital
            
            
            200,000Cash
      paid, net of $77,986 cash acquired
            
            
            422,014Total
      purchase price
            
            $
            3,470,195




The
purchase price was allocated to BSI’s net tangible and intangible assets based
on their estimated fair values as of the date of the completion of the
acquisition and based on a report by an independent, reputable appraiser in
accordance with the professional standards of the American Society of Appraisers
and the Institute of Business Appraisers. The amount allocated to purchased “in
process research and development costs” was valued at fair value using a debt
free cash flow method. As required by current accounting literature, these costs
are immediately expensed in the current period’s income statement. The
allocation of the total purchase price is summarized below:





Purchase
      Price
            
            Asset
      LifeAllocation
            
            In
      YearsWorking
      capital, net and excluding cash acquired
            
            $
            (204,231
            )
            -Fixed
      assets
            
            
            90,477
            
            3 -
      10In
      process research and development
            
            
            3,140,000
            
            -Employee
      contracts
            
            
            114,000
            
            2Non-compete
      agreements
            
            
            100,000
            
            1.5Goodwill
            
            
            229,979
            
            IndefiniteNet
      Assets Acquired
            
            $
            3,470,195




Predecessor
Business





As
described above, under the terms of the Renewal Merger Agreement, we acquired
100% of the common stock of Renewal Biodiesel in exchange for the issuance by us
of 22,907,323 common shares. Although we were the legal acquirer, Renewal
Biodiesel was considered to be the accounting acquirer and, as such, the
acquisition was accounted for as a reverse merger and recapitalization. As a
result, the accompanying unaudited consolidated financial statements represent
the results of operations and cash flows of the accounting acquirer and
Successor (Renewal Fuels) for the period ending March 31, 2008. The FuelMeister
Business acquired by Renewal Fuels constitutes our Predecessor business. The
accompanying unaudited consolidated financial statements, as of March 31, 2008
and for the period March 9, 2007 (date of inception) through March 31, 2007, are
those of the Successor. The statements of operations for the three months ended
March 31, 2007, and the statements of cash flows for the three months ended
March 31, 2007 are those of our Predecessor, the FuelMeister
Business.




21


BUSINESS STRATEGY, CORE
PHILOSOPHIES, CURRENT OPERATIONS





Renewal
Fuels is dedicated to technologies that enable the production of high quality
fuels from a variety of non-food feedstock sources and waste streams. We believe
that developed and emerging technologies to produce fuels from waste will
provide an important alternative to feedstock sources which compete with uses
for food.





Renewal
Fuels’ business model includes strategic partnerships and acquisitions in the
expanding biofuels industry. Increasing political and social responsiveness,
combined with exciting developments in biofuel technology, has created an
unprecedented environment for organic growth as well as growth through
acquisitions. Our focused business model is designed to facilitate high profit
margins and security of feedstock pricing.





The
management of Renewal Fuels is establishing relationships with multiple biofuel
entities with projects, products, and technologies at various stages of
development, fitting the Company’s mission. The company is currently seeking
additional technologies and businesses to add to its portfolio, which currently
includes the businesses described below.





Renewal
manufactures and markets the FuelMeister® line of personal biodiesel processors
from its facility in Sparks, NV. The FuelMeister allows a user to make biodiesel
from waste vegetable oil, for personal use. The FuelMeister line of biodiesel
processors are produced from industrial-grade materials. In general, it takes
approximately 1/2 hour hands-on time per batch of biodiesel fuel production. The
products offered are not do-it-yourself kits, but complete systems with all key
components needed to make biodiesel ‘at home’ with ease and
confidence.





FuelMeister
biodiesel processors are supplied with a user safety kit, oil titration and
field test kit, high quality steel methanol pump, and easy prime oil draw tube.
Quick disconnect fittings allow for future expansion and more convenient
connection of tanks. If capacity needs change, additional modular tanks, lids,
and accessories can be added to the FuelMeister II platform. A customer can
start making biodiesel the same day the system arrives. All that is required is
a barrel of used fryer oil (typically collected at no charge from local
restaurants), lye (at a typical cost of 20¢/gallon of biodiesel), a barrel of
racing methanol (at a typical cost of 50¢ /gallon of biodiesel), a barrel for
the finished biodiesel, AC power, and a water hose. Renewal’s products are
designed specifically to allow shipment by UPS in order to minimize customers’
freight expenses. This design was accomplished during an extensive upgrade to
the product’s specifications in 2006. Any machines operating on diesel fuel,
including cars, trucks, generators, tractors, furnaces, etc. may be powered with
the biodiesel produced with the FuelMeister II biodiesel production
system.





BSI,
which was acquired on July 2, 2007, manufactures a complementary product to
FuelMeister called BiodieselMaster®. This product is a factory-built biodiesel
processing plant that is appropriately scaled for a variety of customers,
including small communities, farms, farm co-ops and trucking fleets. The
BiodieselMaster® is a community-scale biodiesel processing unit that is designed
to produce 350,000 gallons of biodiesel per year. The design provides a
biodiesel production system that is continuous, flexible, efficient, affordable,
and fully-automated. The automated control system minimizes labor costs and
facilitates remote diagnostics.




RPI is
engaged in the growth of cellulosic feedstock for the biofuels
industry.  Through a service agreement with another party, we are
establishing nurseries for the growth of unique high density, short-rotation
trees, which are designed to provide a very high concentration of biomass per
acre.  We are currently completing installation of the nurseries and
establishing customers for the products to be produced by RPI.





RESULTS OF
OPERATIONS





Although
the revenue generating activities of the FuelMeister Business, the Predecessor
business, remained significantly intact after the acquisition, there have been
changes in our marketing strategy, administrative costs (including those
expenses related to public equity market participation) and financing
activities. As a result, we believe that the expenses of the Predecessor
business are not representative of our current business, financial condition or
results of operations. Accordingly, where practicable we have included various
forward looking statements regarding the effects of our new operating
structure.





The
discussion that follows of Results of Operations is in the following
sections:







·
            Results
      of operations for the three months ended March 31, 2008(
      Uunaudited)(Successor);





·
            Results
      of operations for the period March 9, 2007 (date of inception) through
      March 31, 2007(Unaudited)
(Successor);




22


RESULTS
OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008





The
information contained in this section is that of the Successor, Renewal Fuels,
Inc., for the three months ended March 31, 2008 (unaudited).





Net
      Sales
            
            $
            345,862
            
            100.0
            %Cost
      of sales
            
            
            221,697
            
            64.1
            %Gross
      Profit
            
            
            124,165
            
            35.9
            %Operating
      Expenses:Employee
      compensation and benefits
            
            
            263,057
            
            76.1
            %Occupancy
      and equipment
            
            
            42,984
            
            12.4
            %Advertising
            
            
            29,523
            
            8.5
            %Professional
      fees
            
            
            119,295
            
            34.5
            %Other
      general and administrative expenses
            
            
            116,888
            
            33.0
            %Amortization
      of intangible assets
            
            
            105,056
            
            30.4
            %Total
      Operating Expenses
            
            
            676,803
            
            195.7
            %Operating
      Income (Loss)
            
            
            (552,638
            )
            -159.8
            %Interest
      expense
            
            
            (295,668
            )
            -85.5
            %Other
      income (expenses)
            
            
            109
            
            0.0
            %Net
      Income (Loss)
            
            $
            (848,197
            )
            -245.2
            %




Revenues





For the
three months ended March 31, 2008, revenues were $345,862, an increase when
compared with the Successor’s period of March 9, 2007 (Date of Inception) to
March 31, 2007, due to an increase in sales of the Fuelmeister
product.





Cost
of Sales and Gross Profit





Cost of
sales for the three months ended March 31, 2008 was $221,697 or 64.1% of
revenues for the quarter, resulting in a gross profit margin of $124,165 or
35.9% for the three months ended March 31, 2008.





Employee
Compensation and Benefits





Employee
compensation and benefits were $263,057 or 76.1% of revenues for the three
months ended March 31, 2008. These expenses have increased when compared with
the Predecessor’s three months ended March 31, 2007 due to increased engineering
and labor costs associated with the Fuelmeister and BiodieselMaster®
products.





Occupancy
and Equipment





Occupancy
and equipment expenses, consisting of rent, depreciation, amortization, and
other miscellaneous expenses, amounted to $42,984 or 12.4% of revenues for the
three months ended March 31, 2008, an increase when compared with the
Predecessor’s three months ended March 31, 2007 due to facility expansion for
the Fuelmeister and BiodieselMaster ® products.





Advertising
Expenses





Advertising
expenses were $29,523, or 8.5% of revenues, for the three months ended March 31,
2008 and increased when compared with the Predecessor’s three months ended March
31, 2007due to website costs and management’s re-launch of the FuelMeister
product.





Professional
Fees





Professional
fees, consisting primarily of accounting, attorney and valuation fees, were
$119,295 or 34.5% of revenues for the three months ended March 31, 2008 and
increased compared with the Predecessor’s three months ended March 31, 2007 due
to increased costs associated with SEC compliance and related
matters.





General
and Administrative Expenses





General
and administrative expenses, consisting of administrative expenses, insurance
and other non-manufacturing related expenses were $116,888 or 33% of revenue for
the three months ended March 31, 2008 and increased compared with the
Predecessor’s three months ended March 31, 2007 due to additional costs
associated with the Fuelmeister and BiodieselMaster® products.





23





Amortization
of Intangible Assets





Amortization
of intangible assets was $105,056 or 30.4% of revenue for the three months ended
March 31, 2008, primarily due to the amortization of assets acquired in the
acquisition of BSI and Fuelmeister.





Net
Financial (Income) Expense





Net
financial (income) expense, consisting primarily of interest expense of $295,668
and other income of $109, amounted to a net expense of $295,559 for the three
months ended March 31 2008, and increased compared with the Predecessor’s three
months ended March 31, 2007, due to the interest and debt discount associated
with our convertible debenture obligations.





Net
Loss





As a
result of the above, we reported a net loss of $848,197 for the three months
ended March 31, 2008.





RESULTS
OF OPERATIONS FOR THE PERIOD MARCH 9, 2007 (DATE OF INCEPTION) THROUGH MARCH 31,
2007





The
information contained in this section is that of the Successor, Renewal Fuels,
Inc., for the period March 9, 2007 (date of inception) through March 31, 2007
(unaudited).





Net
      Sales
            
            $
            -
            
            100.0
            %Cost
      of Sales
            
            
            -
            
            0
            %Gross
      Profit
            
            
            -
            
            0
            %Operating
      Expenses:Employee
      compensation and benefits
            
            
            -
            
            0
            %Professional
      fees
            
            
            -
            
            0
            %Other
      general and administrative expenses
            
            
            31,494
            
            0
            %Total
      Operating Expenses
            
            
            31,494
            
            0
            %Operating
      Income (Loss)
            
            
            (31,494
            )
            0
            %Interest
      expense
            
            
            (35,654
            )
            0
            %Other
      income (expenses)
            
            
            71,916
            
            0
            %Net
      Income (Loss)
            
            $
            4,768
            
            0
            %




Net
Sales





For the
period from March 9, 2007 (inception) through March 31, 2007, net sales were $0
and decreased when compared with the Predecessor’s three months ended March 31,
2007 due to management’s focus on the acquisition of FuelMeister and
BiodieselMaster® products.





Cost
of Sales and Gross Profit





Cost of
sales for the period ended March 9, 2007 (inception) through March 31, 2007 was
$0 due to management’s focus on the acquisition of FuelMeister and
BiodieselMaster® products.





Employee
Compensation and Benefits





Employee
compensation and benefits were $0 for the period from March 9, 2007 (inception)
through March 31, 2007 due to management’s focus on the acquisition of
FuelMeister and BiodieselMaster® products.





Professional
Fees





Professional
fees were $0 for the period from March 9, 2007 (inception) through March 31,
2007 due to management’s focus on the acquisition of FuelMeister and
BiodieselMaster® products.





General
and Administrative Expenses





General
and administrative expenses were $31,494 for the period from March 9, 2007
(inception) through March 31, 2007 and increased due to management’s focus on
the acquisition of FuelMeister and BiodieselMaster® products.





24


Net
Financial (Income) Expense





Net
financial (income) expense, consisting primarily of interest expense of $35,654
and a gain on sale of assets of $(71,916), amounted to a net income of $36,242
for the period from March 9, 2007 (inception) through March 31,
2007.





Net
Income





As a
result of the above, we reported a net income of $6,768 for the period from
March 9, 2007 (inception) through March 31, 2007.




LIQUIDITY AND CAPITAL
RESOURCES





Cash
and Cash Flows From Operations:





The
accompanying condensed consolidated financial statements have been prepared
assuming we will continue as a going concern. During the three months ended
March 31, 2008, we had a net loss of $848,197 which included non-cash items
totaling $411,498, consisting primarily of depreciation, amortization of
financing fees, convertible debt, and intangible assets. Our existence is
dependent on management’s ability to develop profitable operations and
successful integration of our acquired businesses.





Net cash
used in investing activities was $884, which is the purchase of depreciable
assets.





Net cash
provided by financing activities was $39,541 which was provided by proceeds from
note payables from stockholders.





OFF-BALANCE SHEET
ARRANGEMENTS





We
currently have no off balance sheet arrangements, other than the property leases
described in the footnotes to the financial statements.





CRITICAL ACCOUNTING
POLICIES





Going
Concern





Our
ability to continue as a going concern is dependent on our ability to obtain
additional funds through debt and equity funding as well as increasing
sales of biodiesel units. With these sales the Company anticipates that it will
become less reliant on short-term financing.





Concentrations
of Credit Risk





The
Company has several customers that accounted for the total revenue for the three
months ended March 31, 2008.





Revenue
Recognition





The
Company recognizes sales when earned.  At the time of the transaction,
the Company assesses payment terms associated with the transaction and whether
collectibility is reasonably assured.  If a significant portion of a
fee is due after the normal payment terms, the Company accounts for the fee as
not being fixed and determinable.  In these cases, the Company
recognizes revenue as the fees become due.  Where the Company provides
a sale at a specific point in time and there are no remaining obligations, the
Company recognizes revenue upon completion of the sale.




ITEM 3. - QUALITATIVE AND
QUANTITATIVE DISCLOSURE ABOUT MARKET RISK





None.





ITEM4.-CONTROLS AND
PROCEDURES.





Disclosure
Controls and Procedures




As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s disclosure controls
and procedures.Under the
direction of our Chief Executive Officer and Chief Financial Officer, we
evaluated our disclosure controls and procedures and internal control over
financial reporting and concluded that (i) our disclosure controls and
procedures were effective as of  March 31, 2008 and (ii) no change in
internal controls over financial reporting occurred during the quarter ended
March 31, 2008, that has materially affected, or is reasonably likely to
materially affect,  our internal control over financial
reporting.





25


Disclosure
controls and procedures and other procedures are designed to ensure that
information required to be disclosed in our reports or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time period specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Securities Exchange Act of 1934 is
accumulated and communicated to management including our president and financial
officer as appropriate, to allow timely decisions regarding required
disclosure.





Changes
in Internal Control Over Financial Reporting




There
have been no changes in our internal controls over financial reporting during
the quarter ended March 31, 2008, which 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.





None.





ITEM 3. Defaults Upon Senior Securities.





YA Global
Investments, L.P., $300,000 convertible debenture, due December 31,
2009


YA Global
Investments, L.P., $1,000,000 convertible debenture, due April 20,
2009


YA Global
Investments, L.P., $400,000 convertible debenture, due May 31, 2009


YA Global
Investments, L.P., $2,000,000 convertible debenture, due July 2,
2009


Montgomery
Equity Partners, Ltd., $300,000 15% convertible debenture, due on
demand


Montgomery
Equity Partners, Ltd., $249,720 15% convertible debenture, due on
demand


LH
Financial, $156,080 18% convertible promissory note, due on demand





Forbearance
Agreement





On April
28, 2008, the Company entered into a Forbearance Agreement (the “Agreement”)
with Montgomery Equity Partners, Ltd. (“Montgomery”) and YA
Global.  This secured convertible indebtedness of Montgomery and YA
Global (collectively, “Lenders”) had an aggregate principal balance, as of April
21, 2008, of approximately $4,249,720, and aggregate accrued unpaid interest of
approximately $562,920.23.




Pursuant
to the Agreement, the Company gave formal written notice to the Lenders of
events constituting defaults under the notes and other documents evidencing and
securing the Indebtedness (the “Loan Documents”), that are continuing, including
the Company’s failure to repay a portion of the indebtedness that had
matured.




Pursuant
to the Agreement, Lenders agreed to forbear from exercising their rights and
remedies under the Loan Documents until September 30, 2008, unless and until
there is a new default under the Loan Documents.  In connection with
the Forbearance Agreement, the Company agreed (a) to amend the warrant entitling
YA Global to purchase 1,050,000 common shares of the Company, to reduce the
exercise price to $.001 per share; (b) to increase the interest rate payable on
the Indebtedness to 13% per annum; (c) to allow the Company to prepay the
indebtedness at any time prior to September 30,2008; (d) to extend the maturity
of the portion of the debentures due December 28, 2006 (evidencing a portion of
the Indebtedness in the aggregate principal amount of $549,720, and being the
only portion of the indebtedness that has or will mature prior to September
30,2008) to September 30, 2008; and (e) for the Company’s cash deposits, to
enter into a Deposit Account Control Agreement with a bank that, upon the
earlier of a new default under the Loan Documents or September 30, 2008, gives
YA Global exclusive and immediate control over the Company’s cash deposits in
such account.





ITEM
4. Submission Of Matters To A Vote Of Security Holders.





None.





ITEM
5. Other Information.





None.





26





ITEM
6. Exhibits.




Exhibit
      Number
            
            Description3.1
            
            Amendment
      to Certificate of Incorporation of Tech Laboratories, Inc.
    (1)3.2
            
            Amended
      and Restated By-laws of Tech Laboratories, Inc. (1)10.1
            
            Agreement
      and Plan of Merger, dated April 20, 2007, among Tech Laboratories, Inc.,
      Renewal Fuels Acquisitions, Inc. and Renewal Fuels, Inc.
    (1)10.2
            
            Asset
      Purchase Agreement, dated March 30, 2007, among Crivello Group, LLC,
      Renewal Fuels, Inc. and Biodiesel Solutions, Inc. (1)10.3
            
            Securities
      Purchase Agreement, dated April 20, 2007, by and between Tech
      Laboratories, Inc. and Cornell Capital Partners L.P.
(1)10.4
            
            $1,000,000
      principal amount Secured Convertible Debenture, dated April 20, 2007, by
      and between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
      (1)10.5
            
            Warrant
      to purchase 18,000,000 shares of Common Stock of Tech Laboratories, Inc.
      dated April 20, 2007 (1)10.6
            
            Registration
      Rights Agreement, dated April 20, 2007, by and between Tech Laboratories,
      Inc. and Cornell Capital Partners L.P. (1)10.7
            
            Pledge
      and Escrow Agreement, dated April 20, 2007, by and between Tech
      Laboratories, Inc., David Gonzalez and Cornell Capital Partners L.P.
      (1)10.8
            
            Restated
      Security Agreement, dated April 20, 2007, by and between Tech
      Laboratories, Inc. and Cornell Capital Partners L.P.
(1)10.9
            
            Services
      Agreement between Renewal Fuels, Inc. and Biodiesel Solutions, Inc., dated
      as of March 30, 2007 (1)10.10
            
            Settlement
      Agreement between Tech Laboratories, Inc. and Stursburg & Veith, dated
      as of April 25, 2007 (1)10.11
            
            Amendment
      No. 1 to Secured Convertible Debenture No. TCHL-1-1, dated May 31, 2007,
      by and between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
      (2)10.12
            
            Amended
      and Restated $1,000,000 principal amount Secured Convertible Debenture,
      dated May 31, 2007, by and between Tech Laboratories, Inc. and Cornell
      Capital Partners L.P. (2)10.13
            
            Amendment
      No. 1 to Secured Convertible Debenture No. TCHL-1-2, dated May 31, 2007,
      by and between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
      (2)10.14
            
            $400,000
      principal amount Secured Convertible Debenture, dated May 31, 2007, by and
      between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
      (2)




27




10.15
            
            $300,000
      principal amount Secured Convertible Debenture, dated December 27, 2005,
      by and between Tech Laboratories, Inc. and Montgomery Equity Partners,
      Ltd. (incorporated by reference to the exhibits to Registrant’s Form 8-K
      filed on January 10, 2006).10.16
            
            Amendment
      No. 1 to Secured Convertible Debenture No. MEP-2, dated May 31, 2007, by
      and between Tech Laboratories, Inc. and Montgomery Equity Partners, Ltd.
      (2)10.17
            
            Amended
      and Restated $537,220 principal amount Secured Convertible Debenture,
      dated December 27, 2005, by and between Tech Laboratories, Inc. and
      Montgomery Equity Partners, Ltd. (incorporated by reference to the
      exhibits to Registrant’s Form 8-K filed on January 10,
    2006).10.18
            
            Amendment
      No. 1 to Secured Convertible Debenture No. MEP-3, dated May 31, 2007, by
      and between Tech Laboratories, Inc. and Montgomery Equity Partners, Ltd.
      (2)10.19
            
            Agreement
      and Plan of Merger, dated July 2, 2007, among Tech Laboratories, Inc., BSI
      Acquisitions, Inc. and Biodiesel Solutions, Inc. (3)10.20
            
            Securities
      Purchase Agreement, dated July 2, 2007, by and between Tech Laboratories,
      Inc. and Cornell Capital Partners L.P. (3)10.21
            
            $2,000,000
      principal amount Secured Convertible Debenture, dated July 2, 2007, by and
      between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
      (3)10.22
            
            Warrant
      to purchase 33,750,000 shares of Common Stock of Tech Laboratories, Inc.
      dated July 2, 2007 (3)10.23
            
            Amendment
      No. 1 to Registration Rights Agreement, dated July 2, 2007, by and between
      Tech Laboratories, Inc. and Cornell Capital Partners L.P.
    (3)10.24
            
            Security
      Agreement, dated July 2, 2007, by and between Biodiesel Solutions, Inc.,
      Renewal Fuels, Inc. and Cornell Capital Partners L.P.
  (3)10.25
            
            Promissory
      Note issued to Phoenix Investors, LLC by Renewal Fuels, Inc., dated
      December 13, 2007. (4)10.26
            
            Promissory
      Note issued to John King by Renewal Fuels, Inc., dated December 13, 2007.
      (4)10.27
            
            Promissory
      Note issued to Rudolph A. Wiedemann by Renewal Fuels, Inc., dated December
      13, 2007. (4)10.28
            
            Amendment
      to Securities Purchase Agreement, December 31, 2007, by and between
      Renewal Fuels, Inc. and YA Global Investments, L.P. (4)10.29
            
            $300,000
      principal amount Secured Convertible Debenture, dated December 31, 2007,
      by and between Renewal Fuels, Inc. and YA Global Investments, L.P.
      (4)10.30
            
            Loan
      and Security Agreement, April 28, 2008, by and between Renewal
      Plantations, Inc. and Phoenix Investors, LLC. with Form of Term Note
      attached as Exhibit A. (5)10.31
            
            Warrant
      to purchase 20,000,000 shares of Common Stock of Renewal Fuels, Inc. dated
      April 21, 2008. (5)10.32
            
            Forbearance
      Agreement, April 28, 2008, by and among Renewal Fuels, Inc., Montgomery
      Equity Partners, Ltd. and YA Global Investments, L.P.
  (6)10.33
            
            Form
      of Deposit Account Control Agreement, by and among Renewal Fuels, Inc., YA
      Global Investments, and the bank maintaining the deposit account.
      (6)31.1
            
            Certification
      by Chief Executive Officer and Chief Financial Officer pursuant to Rule
      13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002




28






32.1
            
            Certification
      by Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002




(1)  Incorporated
      by reference to Form 8-K filed on April 26, 2007
              
              (2)  Incorporated
      by reference to Form 8-K filed on June 8, 2007
              
              (3)  Incorporated
      by reference to Form 8-K filed on July 6, 2007
              
              (4)  Incorporated
      by reference to Form 8-K filed on January 17, 2008




(5)  Incorporated
by reference to Form 8-K filed on April 21, 2008





(6)  Incorporated
by reference to Form 8-K filed on May 7, 2008








29





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.




RENEWAL
      FUELS, INC.Dated: May
      15, 2008
              By:
              /s/ Bryan
      ChanceBryan
      Chance,Chief
      Executive Officer and Chief Financial Officer
                (Principal
      Financial and Accounting Officer)






30