UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB /A





x
            Annual Report under Section 13
      Or 15(d) of the Securities Exchange Act of
    1934




For the
fiscal year ended December 31,
2007




o
            Transition
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934








333-141035


(Commission
file number)









RENEWABLE
ENERGY RESOURCES INC.


(Name of
the Small Business Issuer in Its Charter.)






Florida
            
            88-0409143(State or
      Other Jurisdiction  of Incorporation or
      Organization)
            
            (IRS
      Employer Identification No.)




334
S. HYDE PARK AVE., TAMPA, FLORIDA 33606


(Address
of Principal Executive Offices) (Zip Code)





813-944-3185


(Issuer's
Telephone Number)




Securities
Registered Under Section 12(b) Of The Exchange Act:





Title Of
Each Class       n/a


Name Of
Each Exchange On Which Registered       n/a





Securities
Registered Pursuant to 12(g) of the Exchange Act:





Title
Of Each Class


Common
Stock, $.001 Par Value


Preferred
Stock, Series A, $.001 Par Value





Check
whether the issuer: (i) 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 (ii) has been
subject to such filing requirements for the past 90 days. Yes xNo o





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-KSB /A or any
amendment to this Form 10-KSB. x





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


Yes o No x





The
Issuer's revenues for the year ended December 31, 2007 were $0.





The
aggregate market value of Common Stock held by non-affiliates of the registrant
at April 8, 2007, based upon the last reported sales prices on the NASDAQ Global
Market of $0.0068 was $1,268,932.





As of
April 8, 2007, there were approximately 186,607,666 shares of Common Stock
outstanding (excluding treasury shares) and 885,180 shares of class “A”
preferred stock issued and outstanding.


1





TABLE
OF CONTENTS















PART I
            PageItem
      1.
            Description of
      Business
            3Item
      2.
            Description of
      Property
            6Item
    3.
            Legal
      Proceedings
            6Item
      4.
            Submission of
      Matters to a Vote of Security Holders
            6PART IIItem
      5.
            Market for
      Registrant’s Common Equity and Related Stockholder Matters

              And
      Small Business Issuer Purchase of Equity Securities
            7Item
    6.
            Management's
      Discussion and Analysis or Plan of Operation
            8Item
      7.
            Financial
      Statements
            11Item
      8.
            Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
            12Item
    8A
            Controls and
      Procedures
            12Item
      8B
            Other
      Information
            12PART IIIItem
      9.
            Directors,
      Executive Officers, Promoters, Control Persons and;Corporate
      Governance; Compliance with Section 16(a) of theExchange
      Act
            13Item
      10.
            Executive
      Compensation
            14Item
      11.
            Security
      Ownership of  Certain Beneficial Owners and Related Stockholder
      Matter
            16Item
      12.
            Certain
      Relationships and Related Transactions, and DirectorIndependence
            17Item
      13.
            Exhibits
            18Item
      14.
            Principal
      Accountant Fees and Services
            19SIGNATURES
            20















2


PART
I











ITEM 1. DESCRIPTION OF
BUSINESS







GENERAL
INFORMATION ABOUT RENEWABLE ENERGY RESOURCES




Renewable
Energy Resources, Inc. (the “Company”) was organized on December 31, 1996 as
Tel-Voice Communications, Inc., a Nevada Corporation. On January 6, 2003, the
Company changed its name to Home Services International, Inc. On January 2,
2004, we entered into a merger agreement with Internal Command International,
Inc. and on January 13, 2004, the name of the Company was changed to Internal
Hydro International, Inc. Our domicile was moved to Florida on February 4, 2004.
On February 20, 2007, we changed our name to Renewable Energy Resources, Inc. We
are a publicly traded company listed on the OTC Electronic Bulletin Board under
the symbol "RENW". Our offices are located at 334 S. Hyde Park Ave., Tampa,
Florida 33606. Our website is www.renw.com.





HISTORY
OF COMPANY





Tel-Voice
Communications, Inc. ("Tel-Voice") was incorporated under the laws of the State
of Nevada on December 31, 1996 to engage in any lawful corporate activity,
including, but not limited to, selected mergers and acquisitions. From
1996-2000, Tel-Voice was a development stage company with no business activity.
On June 30, 2000, Tel-Voice acquired Smartdotcom, Inc. ("SDC") in a transaction
accounted for as a reverse merger. The Company retained the name Tel-Voice
Communications, Inc. SDC had developed a technology that provided private
electronic networks for labor unions and integrated communities, both of which
included subscribers of the unions and communities. SDC intended to provide the
hardware, software and technical support required to setup and maintain the
networks; however, SDC was never able to grow due to liquidity
issues.





In
December 2002, we addressed the liquidity problems, discontinued the operations
of SDC and determined that we would abandon this business plan. On December 16,
2002, we closed a stock for debt exchange with our creditors effective on
December 11, 2002 whereby all of the outstanding debt was converted to
unregistered common stock at a conversion rate of one (1) share of common stock
for each $0.45 of debt. In addition, on January 10, 2003, a majority of the
shareholders approved (i) a reverse split of 28.9 shares of the old common stock
for 1 share of new common stock effective January 13, 2003, (ii) the acquisition
of a private entity name Home Services, Inc. and (iii) a name change to Home
Services International, Inc.





Home
Services International, Inc. (“HSVI”) intended to act as a holding company for
service businesses related to home building and home buying that wanted to
expand into national markets. HSVI intended to acquire, establish joint ventures
and develop such businesses.





However,
HSVI was presented with a business plan for a unique alternative energy
technology by the management of Internal Command International (“ICI”), a
Florida based private entity.  HSVI felt that the Energy Commander
technology for low impact hydro power production presented a unique
opportunity.  HSVI saw ICI’s technology as fulfilling a unique niche
in the energy market.  Thus, HSVI sought to acquire the technology and
related expertise through the reverse merger process.





On
January 2, 2004, we entered into a merger agreement with HSVI. HSVI issued
27,500,000 shares of its Series A Preferred stock to the shareholders of
ICI.  In connection with this acquisition, the Company’s name was
changed to Internal Hydro International, Inc. (“IHDR”).  On February
4, 2004, the Company’s domicile was changed to Florida.  ICI was not a
related party.





As a
result of the merger transaction with HSVI, the former Company stockholders
obtained control of HSVI's voting stock. For financial accounting purposes, the
acquisition was a reverse acquisition of HSVI, under the purchase method of
accounting, and was treated as a recapitalization with the Company as the
acquirer.





On
February 20, 2007, we changed our name to Renewable Energy Resources, Inc. We
are a publicly traded company listed on the OTC Electronic Bulletin Board under
the symbol "RENW". The symbol and name change reflect the Company’s broader
range of business endeavors to include the development of energy, green energy
and biofuel projects in addition to the production, marketing and sales of the
Energy Commander V.


3





BUSINESS
STRATEGY





We are a
development stage enterprise. We intend to manufacture and distribute
alternative energy products that use water pressure flow to generate
electricity. We are currently finalizing production units of the Energy
Commander Version Five ("EC V") low impact hydro units. We entered into an a
Licensing, Joint Venture Agreement, and Manufacturing Agreement on October 12,
2005 with Regent Machine Products, LLC for the exclusive rights to the
HydroCam/EC V technology developed by Regent Machine Products, LLC. Anthony
Pecoraro, our former Chairman of the Board of Directors and former Vice
President of New Technology Development, is the Vice President and Co-Founder of
Regent Machine Products, LLC.





We have
now entered into the preproduction and field testing phase of our business
plan.  We anticipate producing ten EC V units in this year. These
units will be deployed in North America and Europe in applications with natural
water flows such as pipelines, rivers, aqueducts and dams. Additionally, we are
identifying alternative energy technologies that we can license or acquire as
additional revenue generating divisions.




Manufacture
of the first EC V units will be done by our joint venture partner, Cm2, located
in Terni, Italy, about one hour north of Rome. Cm2 manufactures large industrial
electrical components for utilities and other industries, including
transformers, VM and LV electrical switchboards, auxiliaries and conduits for
big transformers, cooling ducts, conduit bars, motors and
generators.  With on staff engineers, marketing and full production
capabilities, Cm2 is well suited to handle the Energy Commander
technology.  Cm2 is ISO 9001 certified, and IQ NET certified for the
production, maintenance and installation of all electrical systems, as well as
maintaining certifications in the same for quality control. RINA (Italian Air
and Shipping Registry) certifies that Cm2 works in accordance with ISO 9001
quality regulations in the making of the following products process services:
Planning, production, installation and assistance of civil and industrial
technological systems for electric, electronic and mechanical sectors. Cm2's
clients include Siemens, Colgate Palmolive Europe, Alitalia and every large
Italian utility.




Cm2 has
dedicated 800,000 sq. feet for hosting the final development and starting the
production line for the EC V. Cm2 has also reached an agreement with
Politecnico, one of the foremost Italian universities, for its endorsement of
the technology under a transfer plan that should assist Cm2 in obtaining
European Union (EU) grants, and contributions from the Italian state and from
the regional governments.




We have a
permanent assignment of the patent for the Energy Commander technology from the
inventor, Rianey Nelson. Other intellectual property patents on the new
technology will be generated into patent pending status before and commensurate
with fielding. Additional patents will, in the opinion of management, be
generated from improvements in the technology.





The EC V
has several advantages over all other alternative energy technologies. The EC V
system represents the first time, to our knowledge, that a technology used the
positive displacement of water pressure to create mechanical force to create
electricity.  The advantages of the EC are numerous. Primarily, the
system is designed for installation to take advantage of waste flows of
water.  Therefore, the cost of the energy to produce electricity will
be virtually, if not literally, free.  Second, the EC units will take
up very little space; an EC unit takes up 1/100 the space of a solar array to
gain the same amount of electrical output. Third, the system will sell for
approximately $45,000, or $1500.00 per Kw, which is competitive with other power
generation devices. This means either high profit or low electrical cost making
for a more competitive market entry.





The EC
V has no direct competition. Solar, wind, biomass and large flow
hydro-power sources are much different than the EC technology, and these
alternative energy sources can co-exist with the EC V. We are not competing with
these segments because our source of power is different than solar, wind,
geothermal (although the system can use geothermal outlets as power sources) or
biomass.  The EC V technology is related to traditional hydropower
only in the sense that it can use water flows; however, the flows of water
necessary for traditional hydropower are much greater—our technology is low flow
(typically a six-inch pipe is connected to the unit).





Our goal
is to become a major contributor to the renewable energy segment of the United
States and European economies. The demand for alternative energy sources has
increased significantly as oil prices continue to remain high.  Our EC
technology provides reliable electricity at a lower cost than current
alternatives, and does so with free flows of wasted water or gas.





In
today’s energy and renewable energy market, the positions of the players have
stagnated. The renewable energy market has hinged around the six per cent mark
for a number of years. We are targeting customers and industries with high
electric utility costs and access to flow pressures of gas or
fluid.  We are placing special emphasis on the textile, oil and gas
refining and drilling, home development, agricultural, and poultry, all of which
have communicated great interest in placement of units. We are also targeting
municipal, county, state and federal government facilities, including the U.S.
military.


4


ITEM 1. DESCRIPTION OF BUSINESS (continued)





The EC
technology will have many applications in rural and third world areas. In the
United States alone, there are over 70,000 dams that do not produce electricity,
but many are capable of doing so with no environmental impact. The technology
has numerous applications in third world areas where ready access to natural
flow exists. Typically these areas will not support conventional hydropower
systems but will support constant 24 hour a day power from the EC.





We will
market the EC V system through a distributor network. We are also seeking to
acquire similar technologies that fit well with the EC V.





However,
since inception, we have suffered recurring losses from operations and have been
dependent on existing stockholders and new investors to provide the cash
resources to sustain our operations.





Our
long-term viability as a going concern is dependent on certain key factors, as
follows:





-
            Our
      ability to continue to obtain sources of outside
  financing.





-
            Our
      ability to increase profitability and sustain a cash flow level that will
      ensure support for continuing
operations.





-
            Our
      ability to generate sustainable revenue and cash
  flow.




ACQUSITIONS
OF SIMILAR TECHNOLOGIES





CM2
AGREEMENT:





Cm2 is a
producer and supplier of electrical systems for European utilities and
industrial users. In February 2005, weentered into a joint
venture agreement for the production, distribution and sale of our Energy
Commander units to the (EU). Under the performance based contract, Cm2 will
manufacture units in Italy for distribution, sale, and lease into Europe as well
as provide engineering, production, marketing, distribution, and
service.  We have no significant capital expenditure requirements in
the agreement and will receive revenue in various forms.





Cm2 will
distribute and service the units in Europe through a joint venture entity.
Energy credits in the European Union are expected to be about 3 to 10 times
higher than for units placed in the U.S. Cm2’s experience in the European energy
market and ability to produce, sell, and maintain the units, gives us a strong
partner for the EU.





KINETIC
ENERGY





On July
8, 2004, we entered into a strategic partnership agreement with Kinetic Energy
Systems, Inc. (“Kinetic”), a privately held Florida Corporation. Kinetic has
developed patented hydro and wind technologies, including the Hydrokinetic
Generator, Offshore Energy Platform, KESC Bowsprit Generator and the KESC Tidal
Generator. These technologies generate electrical power or hydrogen using
kinetic energy from moving water such as tides and wind. We issued 1,250,000
shares of treasury stock for 20% of the shares of the private
company.  We also agreed to assist in the development of Kinetic’s
technology and have a license for the underwater and over water power
generation. The Hydrokinetic Generator is at the prototype and engineering
stage. The Offshore Energy Platform is at the prototype and engineering stage.
The KESC Bowsprit Generator is at the prototype and engineering stage. The
Bowsprit is being designed for prototyping in the dual role of hydrogen
production. The KESC Tidal Generator is at the engineering and prototype
stage.





We will
help market and develop Kinetic products in Europe and the United
States.  Our support of Kinetic is tied to our capital ability to do
so. We will help introduce Kinetic’s products to European entities for
development and marketing.





THE SPRINGFIELD ENERGY
PROJECT





On
September 25, 2006, we entered into an agreement with Wastech, Inc. (WTCH.PK) to
form the Springfield Energy Project (“SEP”).  SEP is a joint venture
with WTCH to acquire an old coalmine complex in Illinois.  Over many
years, millions of tons of waste coal were deposited in a slurry area on the
site.  Other coal waste was pushed into gob piles.  (Gob is
the waste coal from bituminous coal mining regions).  The slurry area
is not covered or reclaimed because the coal fines were disposed before current
reclamation regulations were in effect.  The site’s permit allows the
removal of the coal fines and also the disposal of coal combustion waste (fly
ash) at the site.  The sale of coal fines and the collection of tip
fees to dispose of ash is the primary source of revenue for the
project.


5


ITEM 1. DESCRIPTION OF BUSINESS (continued)





Due to
new scrubber technology at electrical generating facilities, coal fines have
become a desirable commodity.  The coarse, free-flowing coal fines in
the slurry area can be sold as fuel in fluidized bed boilers or specially
designed pulverized coal boilers.  Potential customers for the coal
fines are located within a short distance of the
project.  Negotiations with potential customers for long-term coal
purchase agreements and ash disposal agreements are currently
underway.





SEP was
unable to find funding within the option period which ended on December 31,
2007, but continues to pursue financing since the property is still
available.





GOING
CONCERN RISK





We have
had and could have losses, deficits and deficiencies in liquidity, which could
impair our ability to continue as a going concern.




Based on
our financial statements, certain factors raise substantial doubt about our
ability to continue as a going concern.  Since our inception, we have
suffered recurring losses from operations and have been dependent on existing
stockholders and new investors to provide the cash resources to sustain its
operations.  The above factors represent a continuing concern about
out our ability to fully establish ourselves as a going concern.




IMPLEMENTATION
OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING




We must
obtain financing to fund the expansion of operations.  Such outside
financing must be provided from the sale of equity or third party
financing.  Further, the sale of equity securities will dilute our
existing stockholders' interests, and borrowings from third parties could result
in our assets being pledged as collateral.  While we are currently
able to fund all basic operating costs, it is possible our operations could be
restricted if loan terms increase our debt service
requirements.  There is no assurance that we can obtain financing on
favourable terms.





EMPLOYEES




As of
December 31, 2007, we had 3 full time consultants.  Additionally, we
utilize consultants on an as needed basis.





ITEM 2. DESCRIPTION OF
PROPERTY





Our
principal executive offices are located at 334 S. Hyde Park Ave., Tampa, FL
33606 with approximately 1500 square feet of office space rented from the former
Chairman of the Board of Directors, Mark Pena.


Management
will continue to assess our needs for office space as we continue to expand our
business.





ITEM 3. LEGAL
PROCEEDINGS





On March
14, 2007, a lawsuit was filed in the Circuit Court of the Thirteenth Judicial
Circuit of the State of Florida, in and for Hillsborough County Circuit Civil
Division (Case No.: 07-003056). The plaintiff in the case is Lior Segal, the
former CFO of Renewable Energy Resources, Inc. and the defendant is Renewable
Energy Resources, Inc.





Mr. Segal
claims he is owed compensation of $4,500 for his work while employed by
Renewable Energy Resources, Inc. and in addition, he had taken restricted shares
of stock in lieu of cash compensation and since he is no longer with the
company, would like to return the restricted shares of stock and receive $22,500
as cash compensation in lieu of the restricted stock.





A
judgment in favor of Mr. Segal was rendered on January 28, 2008 for $27,000 plus
attorney fees and costs.




On August
6, 2007, RENW filed suit against U.S. Energy Initiatives for breach of contract,
in regard to a contract between the parties for rights to the CAVD process,
which the parties had entered into in June, 2006. On December 26, 2007, RENW
received a default against U.S. Energy Initiatives. RENW had entered into a
joint venture agreement with Glenn Acres as the funding partner, where both
parties were to be joint venture partners for use of the CAVD technology for DDG
and other processes.  On March 4, 2008, Glenn Acres filed suit in Decatur,
Alabama, over the breach of contract, against RENW and U.S. Energy Initiatives.
Due to contractual obligations under the Glenn-Acres-RENW agreement, the suit in
the opinion of Counsel for RENW has no merit at the time of pleading, and due to
subsequent purchase of the CAVD  technology by RENW, the contract between
Glenn-Acres and RENW has been fulfilled by RENW, thus negating any damages, and
actually putting the parties in place for their partnership to go forward. RENW,
on March 26, 2008, entered into a final purchase agreement with World
Environmental Services, Inc. (WESCO) for the purchase of the CAVD technology,
for all non-tire related activities which will be effective after a pending
stock reverse.




ITEM 4. SUBMISSION OR
MATTERS TO A VOTE OF SECURITY HOLDERS





None.


6





PART
II





ITEM 5.  MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





We first
started trading on June 13, 2002 under the name Tel-Voice Communication, Inc. on
the Over The Counter Bulletin Board (“OTCBB”).  In January, 2002, we
started trading under the name Home Services International,
Inc.   under the symbol “HSVI.”  On January 2, 2004,
Internal Command International, Inc. (a private company) merged with Home
Services International, Inc. (a publicly traded company under symbol of HSVI) to
become Internal Hydro International, Inc. On January 16, 2004, the trading
symbol was changed from HSVI to IHDR.





On July
27, 2004, the Board of Directors approved a 5 to 1 stock split of our common and
preferred stock to become effective September 10, 2004.  The stock
split increased the number of outstanding shares of common stock from 2,875,279
to 14,376,395 and the number of outstanding shares of preferred stock from
5,750,000 to 28,750,000 as of September 10, 2004. All references to our common
and preferred stock in the financial statements have been restated to reflect
the stock split.





On
February 20, 2007, we changed our name to Renewable Energy Resources, Inc. and
obtained a new trading symbol on the OTC Bulletin Board of “RENW.”





As of
April 8, 2008, we had 186,607,666 shares of common stock outstanding and 885,180
shares of class “A” preferred stock outstanding.







Set forth
below are the high and low closing bid prices for our common stock as reported
on the OTC Bulletin Board for the last two fiscal years.










Quarter
            High
            Low2006First
      Quarter
            $0.6
            $0.04Second
      Quarter
            $0.57
            $0.13Third
      Quarter
            $0.145
            $0.06Fourth
      Quarter
            $0.225
            $0.0852007First
      Quarter
            $.106
            $.062Second
      Quarter
            $.069
            $.025Third
      Quarter
            $.039
            $.013Fourth
      Quarter
            $.022
            $.011








The above
quotations represent inter-dealer quotations without retail markup, markdown or
commissions and may not represent actual transactions.





The bid
price of our common stock was $0.0068 per share on April 8, 2008.





RECORD HOLDERS





As of
April 8, 2008, we had approximately 1,285 shareholders of record.










7


ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS(continued)




SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS FOR FISCAL YEAR ENDED
DECEMBER 31, 2007





Number
      of Securities to be issued upon exercise of outstanding options, warrants
      and rights
            Weighted-average
      price of outstanding options warrants and rights
            Number
      of Securities
              remaining
      available for future issuance under equity compensation plans(excluding
      securities reflected in column (a))(a)
            (b)
            (c)Equity
      compensation plans approved by security holders
            0
            0
            0Equity
      compensation plans not approved by security holders
            0
            0
            0TOTAL
            0
            0
            0





OUR
TRANSFER AGENT IS:





Island
Stock Transfer


100
2nd
Avenue South #104 N.


St.
Petersburg, Florida  33701





DIVIDENDS





We have
never declared or paid any cash dividends on our common stock.  Any
future determination relating to dividend policy will be made at the discretion
of our Board of Directors and will depend on a number of factors, including the
future earnings, capital requirements, financial condition and future prospects
and such other factors as the Board of Directors may deem relevant.





RECENT
SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM UNREGISTERED
SECURITIES




During
the last quarter of our fiscal year ended December 31, 2007, we completed the
following transactions in reliance upon exemptions from registration under the
Securities Act of 1933, as amended (the "Act") as provided in Section 4(2)
thereof.  Each certificate issued for unregistered securities contained a
legend stating that the securities have not been registered under the Act and
setting forth the restrictions on the transferability and the sale of the
securities.  None of the transactions involved a public offering and no
commissions were paid.  We believe that each person had knowledge and
experience in financial and business matters that allowed them to evaluate the
merits and risks of our securities.  We believe that each person was
knowledgeable about our operations and financial condition




None.





ITEM
6.  MANAGEMENT’S DISCUSSIONS AND ANALYSIS OR PLAN OF
OPERATIONS





The
following discussion and analysis should be read in conjunction with our
financial statements and related footnotes for the year ended December 31, 2007
included in this Annual Report.





GENERAL





Renewable
Energy Resources, Inc.  (the "Company") was organized on December 31,
1996 as Tel-Voice Communications, Inc. as a Nevada Corporation.  On
January 6, 2003, we changed our name to Home Services International,
Inc.  On January 2, 2004, the Company entered into a merger agreement
and on January 13, 2004, the name was changed to Internal Hydro International,
Inc.   The Company was re-domiciled to Florida on February 4,
2004.  On February 20, 2007, we changed our name to Renewable Energy
Resources, Inc.  We are a publicly traded company listed on the OTC
Electronic Bulletin Board under the symbol “RENW”.   Our offices
are located at 334 S. Hyde Park Ave., Tampa, Florida 33606. Our website is www.renw.com.


8
 ITEM
6.  MANAGEMENT’S DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATIONS
(continued)  
 RESULTS
OF OPERATIONS




Our
operations during 2007, concentrated on the manufacturability of the EC V
prototype.  In 2005, we turned over the development of the EC IV to
Triton Technologies.  Management felt the sales potential of the EC V
warranted this shift in our focus.  The goal was to proceed along
parallel paths:  Triton would finalize the development of the EC IV
and take over the marketing of the product; and we would develop the EC V and
market this product.





The EC V
is smaller than the EC IV but capable of producing the same electrical
output.  The versions of the EC IV produced were four and six cylinder
in line engines.  The EC V is a 12-cylinder radial system that uses
“slices” that are combined to produce 30 Kw with a standard four slice
array.  Like the EC IV, the EC V is designed to accept a 65 p.s.i.
flow.  Unlike the EC IV, the radial cylinders on the EC V work on a
common cam or shaft to drive a generator.





Progress
on completing the EC V prototype was slower than anticipated.  Some of
the delay can be attributed to the sophisticated machining required for the
radial design.  Some of the delay occurred because of the availability
of funding.  Additionally, when the prototype was tested, some design
issues materialized.  These issues were resolved and the prototype
tested during the last quarter of 2006.  During testing the EC V
showed itself to be robust and hardy—necessary for the type of installations
contemplated by us.





In
January 2007, the EC V prototype was shipped to our production partner, Cm2, in
Italy.  The prototype has undergone further design review with the
goal of producing 10 commercial units during 2008.  Some commercial
units will remain in Europe for placement by Cm2 and the remaining units will be
shipped to us for placement in the U.S.





During
2007, we also sought to acquire technologies that fit well with our philosophy
for renewable energy products. We explored technologies including tire
remediation, ethanol and bio-diesel production, clean water technologies,
hazardous waste technologies, and other renewable and critical use
technologies.





COMPARISON
OF YEAR ENDED DECEMBER 31, 2007 TO YEAR ENDED DECEMBER 31, 2006





Revenues
were $0 in both 2007 and 2006. The $4,976,170 decrease in the net loss to
$2,069,085 for the year ended December 31, 2007 compared with a net loss of
$7,045,255 for the year ended December 31, 2006 is due to a several factors.
Selling, general & administrative expenses decreased by $4,306,853 to
$2,035,181 for the year ended December 31, 2007 from $6,342,034 for the year
ended December 31, 2006 primarily due to a decrease in the issuance of common
stock for consulting services. Further research & development costs
decreased by $675,333 to $16,660 for the year ended December 31, 2007 from
$691,993 for the year ended December 31, 2006.





LIQUIDITY
AND CAPITAL RESOURCES





We intend
to continue commercialization of the Energy Commander systems but will need
additional private placements, debt financing or equity investment in order to
participate fully and at the levels intended. There can be no assurance that any
of the plans developed will produce cash flows sufficient to ensure long-term
viability.





We have
incurred additional deficits in cash flow from operating activities. These
deficits have been funded from loans from shareholders. We are in discussions
with potential funding sources. There can be no assurances that we will be
successful and will produce cash flows sufficient to ensure its long-term
viability.



















9


ITEM 6.  MANAGEMENT’S DISCUSSIONS
AND ANALYSIS OR PLAN OF OPERATIONS(continued)




Forward
looking statements




We are
including the following cautionary statement in this Form 10-KSB /A to
make applicable and take advantage of the safe harbor provision of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made
by, or on behalf of, Renewable Energy Resources, Inc. Forward-looking statements
include statements concerning plans, objectives, goals, strategies,
expectations, future events or performance and underlying assumptions and other
statements which are other than statements of historical facts. The statements
contained herein and other information contained in this report may be based, in
part, on management's estimates, projections, plans and judgments. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or those
anticipated. In this report, the words "anticipates", "believes", "expects",
"intends", "future", "plans", "targets" and similar expressions identify forward looking
statements. Readers are cautioned not to place undue reliance on the
forward-looking statements contained herein. We undertake no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that may arise after the date hereof. Our expectations, beliefs
and projections are expressed in good faith and are believed to have a
reasonable basis, including without limitations, management's examination of
historical operating trends, data contained in our records and other data
available from third parties, but there can be no assurance that management's
expectations, beliefs or projections will result or be achieved or accomplished.
In addition to other factors and matters discussed elsewhere herein, the
following are important factors that could cause actual results to differ
materially from those discussed in the forward-looking statements: our
dependence on limited cash resources, dependence on certain key personnel within
the Company, and the ability to raise additional capital; our ability to obtain
acceptable forms and amounts of financing; the demand for, and price level of,
our products and services; competitive factors; the ability to mitigate
concentration of business in a small number of customers; the evolving industry
and technology standards; the ability to protect proprietary technology; the
dependence on key personnel; and our ability to efficiently manage our
operations. Accordingly, actual results may differ, possibly materially, from
the predictions contained herein.





UNCERTAINTIES:





Development
Stage Company





We are in
the development stage. There is no assurance that our activities will be
profitable. The likelihood of our success must also be considered in light of
the problems, expenses, difficulties, complications, delays and all of the
inherent risks frequently encountered in the formation and operation of a
relatively new business.





Going
Concern





The
financial statements are presented on the basis that we are a going concern,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business over a reasonable length of time.





Management
believes that current plans to expand the our operations and a combination of
financing and capital raising plans will provide sufficient working capital to
allow us to continue as a going concern.





Costs
of Conducting Business





We will
still incur costs for research and development; however, the major work on the
EC V has been completed.  Marketing efforts will be expanded as units
become available.  The ability to generate a profit depends, among
other factors, on the amount of revenues from the sale of our products and our
operating costs.





Technological
Change





We
expect that many new technologies and products will be introduced over the next
several years. Our success will depend, among other things, on our ability to
develop and maintain a competitively positioned technologically. There can be no
assurance that we will have access to subsequently developed technologies by
other persons. Technological advances by a competitor may result in our present
or future products becoming noncompetitive or obsolete. We cannot be assured
that competitors will not develop functionally similar or superior products,
which events could have an adverse effect on our business.





10


Contracts
 
 There can
be no assurance that we will be able to obtain sufficient and suitable contracts
for our business plan.
 
 Fluctuations
in Operating Results
 
 Our
revenues and results of operations may vary significantly in the future. Our
revenues and results of operations are difficult to forecast and could be
adversely affected by many factors, some of which are outside our control
including, among others, the expected relatively long sales and implementation
cycles for our products; the size and timing of individual license transactions
and joint venture arrangements; seasonality of revenues; changes in the our
operating expenses; changes in the mix of products sold; timing of introduction
or enhancement of our products or our competitors; market acceptance of new
products;  changes in technology; personnel changes and difficulties
in attracting and retaining qualified sales, marketing, technical and consulting
personnel; changes in customers' budgeting cycles; quality
control of products sold; and economic conditions generally and in specific
industry segments.





There can
be no assurance that our products will achieve broad market acceptance or that
we will be successful in marketing our products or enhancements thereto. In the
event that our current or future competitors release new products that have more
advanced features, offer better performance or are more price competitive than
the our products, demand for the our products would decline. A decline in demand
for, or market acceptance of, our products as a result of competition,
technological change, or other factors would have material adverse effects on
the our business, financial condition and results of operations.





Seasonality





We do not
expect to experience material seasonal variations in revenues or operating
costs.





Off
balance sheet arrangements





For the
year ended December 31, 2007, we did not have any off balance sheet
transactions.





ITEM 7.  FINANCIAL
STATEMENTS





The
financial statements for this item begin on page F-1.






11












RENEWABLE
ENERGY RESOURCES, INC.
 FINANCIAL
STATEMENTS FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
 
 TABLE OF
CONTENTS
  PAGE
(S)REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-2BALANCE
      SHEETS
              F-3STATEMENTS
      OF OPERATIONS
              F-4STATEMENTS
      OF CASH FLOWS
              F-5
      - F-6STATEMENT
      OF STOCKHOLDERS' DEFICIT
              F-7NOTES
      TO FINANCIAL STATEMENTS
              F-8
      - F-13
























F-1




Report
of Independent Registered Public Accounting Firm
 
 
 
 To the
Board of Directors
 Renewable
Energy Resources, Inc.
 Tampa,
Florida
 
 We have
audited the balance sheet of Renewable Energy Resources, Inc. as of December 31,
2007, and the related statements of operations, stockholders’ deficit and cash
flows, for the years ended December 31, 2007 and December 31, 2006, and for
the period from inception to December 31, 2007.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provided a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the  financial position of Renewable Energy
Resources, Inc. as of December 31, 2007 and the results of their operations and
cash flows for the years then ended, and for the period from inception to
December 31, 2007, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company suffered recurring losses from operations and has been
dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations. This raises substantial doubt about the
Company’s ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 We were
not engaged to examine management’s assertion about the effectiveness of
Renewable Energy Resources, Inc.’s internal control over financial reporting as
of December 31, 2007 included in the accompanying Management’s annual report on
internal control over financial reporting and, accordingly, we do not
express an opinion thereon.
 
 
 
 
 /s/ 
Baumann, Raymondo & Company PA
 Tampa,
Florida
 April 14,
2008









F-2





RENEWABLE
      ENERGY RESOURCES, INC.BALANCE
      SHEET(A
      Development Stage Company)As
      of December 31, 2007ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
              
              
              
              $
              1,380Security
      Deposit
              
              
              
              
              2,500Total
      Current Assets
              
              
              3,880PROPERTY
      AND EQUIPMENTComputers
      and Equipment (net)
              
              
              
              
              8,773OTHER
      ASSETSInvestment-
      Kinetic Energy
              
              
              68,750Investment
      in SEP
              
              
              
              
              50,000License
              
              
              
              
              100,000Total
      Other Assets
              
              
              218,750Total
      Assets
              
              
              
              
              $
              231,403LIABILITIES &
      DEFICIENCY IN ASSETSCURRENT
      LIABILITIESAccounts
      Payable
              
              
              
              $
              120,593Accrued
      Liabilitie due to Related Parties
              
              
              123,548Other
      Current Liabilities
              
              
              13,425Total
      Current Liabilities
              
              
              257,566OTHER
      LIABILITIESDebt
      Under Negotiations
              
              
              906,879Notes
      Payable due to Related Parties
              
              
              150,000Share
      Holder Loans
              
              
              34,000Commitments
      and Contingencies
              
              
              -Total
      Liabilities
              
              
              1,348,445DEFICIENCY
      IN ASSETSCommon
      Stock, $.001 par value, 200,000,000 Shares Authorized
              
              
              182,354182,354,040Preferred
      Stock, $.001 par value, 70,000,000 Shares Authorized
              
              
              856855,180
      Issued and OutstandingAdditional
      Paid -in Capital
              
              
              14,876,920Balance
      due on Sale of Stock
              
              
              (455,000
              )Accumulated
      Comprehensive Loss
              
              
              (83,787
              )Accumulated
      Deficit
              
              
              (15,638,385
              )Total
      Deficiency in Assets
              
              
              (1,117,042
              )Total
      Liabilities & Deficiency in Assets
              
              
              $
              231,403See
      accompanying notes to audited financial statements which are an integral
      part of these financial
statements








F-3




RENEWABLE
      ENERGY RESOURCES, INC.STATEMENTS OF OPERATIONS(A
      Development Stage Company)For
      the years ended December 31, 2007 and 2006AccumulatedfromDate
      ofFor
      the year
                
                
                For
      the year
                
                
                Inceptionended
                
                
                ended
                
                
                ThroughDecember
      31, 2007
                
                
                December
      31, 2006
                
                
                December
      31, 2007Net
      Sales
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cost
      of Sales
                
                
                
                -
                
                
                
                -
                
                
                
                -Gross
      Profit
                
                
                -
                
                
                
                -
                
                
                
                -Selling,
      General & Administrative Expenses
                
                
                2,035,181
                
                
                
                6,342,034
                
                
                
                12,550,591Reasearch
      And Development
                
                
                16,660
                
                
                
                691,993
                
                
                
                1,374,586Loss
      from Operations
                
                
                (2,051,841
                )
                
                
                (7,034,027
                )
                
                
                (13,925,177
                )Loss
      on Sale of Securities
                
                
                -
                
                
                
                -
                
                
                
                697,237Permanent
      Impairment Writedown onMarketable
      securities
                
                
                6,304
                
                
                
                -
                
                
                
                909,772Interest
      Expense
                
                
                10,940
                
                
                
                11,228
                
                
                
                106,199Net
      Loss
                
                
                $
                (2,069,085
                )
                
                $
                (7,045,255
                )
                
                $
                (15,638,385
                )Basic
      Net Loss Per Common Share
                
                $
                (0.01
                )
                
                $
                (0.08
                )Diluted
      Net Loss Per Common Share
                
                $
                (0.01
                )
                
                $
                (0.08
                )Weighted
      Average of Common SharesOutstanding
                
                
                
                159,998,148
                
                
                
                87,708,593See
      accompanying notes to audited financial statements which are an integral
      part of these financial statements




F-4




RENEWABLE
      ENERGY RESOURCES, INC.STATEMENTS OF CASH FLOWS(A
      Development Stage Company)For
      the Years Ended December 31, 2007 and 2006Accumulated
      fromDate
      of InceptionFor
      the Year Ended
              
              
              For
      the Year Ended
              
              
              throughDecember 31, 2007
              
              
              December
      31, 2006
              
              
              December
      31, 2007OPERATING
      ACTIVITIESNet
      Loss
              
              
              
              
              $
              (2,069,085
              )
              
              $
              (7,045,255
              )
              
              $
              (15,638,384
              )Adjustments
      To Reconcile Net Loss to Cash Used By Operating
Activities:Depreciation
              
              
              
              
              5,112
              
              
              
              4,445
              
              
              
              17,188Amortization
      of Debt Discount
              
              
              
              -
              
              
              
              -
              
              
              
              40,000Rent
              
              
              
              
              22,818
              
              
              
              -
              
              
              
              22,818Interest
      Expense
              
              
              
              10,925
              
              
              
              6,196
              
              
              
              17,121Issuance
      of Common  Shares for Services
              
              
              
              1,569,469
              
              
              
              5,824,239
              
              
              
              10,869,845Issuance
      to Regent
              
              
              
              33,332
              
              
              
              509,900
              
              
              
              839,232Loss
      on Sale of Securities
              
              
              
              -
              
              
              
              -
              
              
              
              697,237Permenent
      Impairment
              
              
              
              -
              
              
              
              -
              
              
              
              903,468Changes
      in Assets & LiabilitiesStock
      Loans Receivable
              
              
              
              -
              
              
              
              -
              
              
              
              7,000Payroll
      Liability
              
              
              
              123,548
              
              
              
              (26,624
              )
              
              
              134,911Decrease
      / Increase in AP & Accrued Liability
              
              
              34,581
              
              
              
              (37,988
              )
              
              
              75,572Cash
      Provided (Used) By Operating Activitites
              
              
              $
              (269,300
              )
              
              
              (765,087
              )
              
              $
              (2,013,992
              )INVESTING
      ACTIVITIESPurchase
      of Fixed Assets
              
              
              
              -
              
              
              
              (7,878
              )
              
              
              (23,881
              )Cash
      Proceeds on Sale of Marketable Securities
              
              
              -
              
              
              
              7,820
              
              
              
              201,208Loss
      on Langley
              
              
              
              6,304
              
              
              
              -
              
              
              
              6,304Investment
      SEP
              
              
              $
              (50,000
              )
              
              
              -
              
              
              $
              (50,000
              )Licensing
      Fee
              
              
              
              
              -
              
              
              
              (100,000
              )
              
              
              (100,000
              )Employee
      Advances
              
              
              
              2,500
              
              
              
              -
              
              
              
              (4,500
              )Cash Used
      By Investing Activities
              
              
              $
              (41,196
              )
              
              
              (100,058
              )
              
              $
              29,131


F-5




STATEMENT
OF CASH FLOWSFor the
Years Ended December 31, 2007 and 2006 (continued)




FINANCING
      ACTIVITIESProceeds
      from notes payable
              
              
              
              150,000
              
              
              
              -
              
              
              
              210,000Net
      Proceeds From Shareholder Advances
              
              
              
              112,655
              
              
              
              871,265
              
              
              
              1,733,741Stock
      Subscription
              
              
              
              45,000
              
              
              
              -
              
              
              
              45,000-Security
      deposit
              
              
              
              -
              
              
              
              (2,500
              )
              
              
              (2,500
              )Cash
      Provided By Financing
              
              
              
              307,655
              
              
              
              868,765
              
              
              
              1,986,241Increase
      (decrease) in Cash and Cash Equivalents
              
              
              
              (2,841
              )
              
              
              3,620
              
              
              
              1,380CASH
      AND CASH EQUIVALENTS, beginning of year
              
              
              
              4,221
              
              
              
              600
              
              
              
              -CASH
      AND CASH EQUIVALENTS, end of year
              
              
              $
              1,380
              
              
              $
              4,221
              
              
              $
              1,380See
      accompanying notes to audited financial statements which are an integral
      part of these financial statements




































F-6




RENEWABLE
      ENERGY RESOURCES, INC.For
      the Years Ended December 31, 2007 and 2006(A
      Development Stage Company)STATEMENTS OF STOCKHOLDERS'
    DEFICITAdditional
              
              
              Accumulated
              
              
              BalanceCommon
      Stock
              
              Preferred
      Stock
              
              Paid
      -In
              
              
              Comprehensive
              
              
              Due
      on Sale
              
              
              AccumulatedShares
              
              
              $
              
              Shares
              
              
              $
              
              Capital
              
              
              Loss
              
              
              of Stock
              
              
              Deficit
              
              
              TotalBALANCEDECEMBER
      31, 2005
              
              
              63,770,745
              
              
              
              63,771
              
              
              7,167,445
              
              
              
              7,168
              
              
              5,395,239
              
              
              
              (91,783
              )
              
              
              
              
              
              (6,524,045
              )
              
              
              (1,149,650
              )Shares
      Issued for Services
              
              
              42,312,753
              
              
              
              42,313
              
              
              
              
              
              
              
              
              
              5,866,589
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              5,908,902Debt
      Converted to Common Stock
              
              
              7,702,784
              
              
              
              7,703
              
              
              
              
              
              
              
              
              
              812,374
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              820,077Conversion
      of Preferred to Common Stock
              
              
              6,112,265
              
              
              
              6,112
              
              
              (6,112,265
              )
              
              
              (6,112
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Issued
      for Regent Contract
              
              
              3,015,000
              
              
              
              3,015
              
              
              
              
              
              
              
              
              
              506,885
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              509,900Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,045,255
              )
              
              
              (7,045,255
              )Unrealized
      Gain
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              7,996
              
              
              
              
              
              
              
              
              
              
              7,996BALANCEDecember
      31, 2006
              
              
              122,913,547
              
              
              $
              122,914
              
              
              1,055,180
              
              
              $
              1,056
              
              $
              12,581,087
              
              
              $
              (83,787
              )
              
              
              
              
              $
              (13,569,300
              )
              
              $
              (948,030
              )Shares
      Issued for Services
              
              
              34,116,151
              
              
              
              34,116
              
              
              
              
              
              
              
              
              
              1,544,470
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,578,586Debt
      Converted to Common Stock
              
              
              8,239,727
              
              
              
              8,240
              
              
              
              
              
              
              
              
              
              234,915
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              243,155Conversion
      of Preferred to Common Stock
              
              
              200,000
              
              
              
              200
              
              
              (200,000
              )
              
              
              (200
              )
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Sales
      of Reg S Shares
              
              
              15,384,615
              
              
              
              15,385
              
              
              
              
              
              
              
              
              
              484,615
              
              
              
              
              
              
              
              (455,000
              )
              
              
              
              
              
              
              45,000Issued
      for Regent Contract
              
              
              1,500,000
              
              
              
              1,500
              
              
              
              
              
              
              
              
              
              31,832
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              33,332Net
      Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,069,085
              )
              
              
              (2,069,085
              )BalanceDecember
      31, 2007
              
              
              182,354,040
              
              
              $
              182,354
              
              
              855,180
              
              
              $
              856
              
              $
              14,876,920
              
              
              $
              (83,787
              )
              
              $
              (455,000
              )
              
              $
              (15,638,385
              )
              
              $
              (1,117,042
              )See
      accompanying notes to financial statementswhich are an integral part of
      these financial statements




F-7
 RENEWABLE
ENERGY RESOURCES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS




NOTE
1 - DESCRIPTION OF BUSINESS AND SIGNIGICANT ACCOUNTING POLICIES





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial  statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.





Fair
Value of Financial Instruments





The
carrying amount of cash, accounts payable, notes payable and accrued
liabilities, as applicable, approximates fair value due to the short term nature
of these items in accordance with the provisions of SFAS no. 157 “Disclosures
about Fair Value of Financial Instruments”.





Cash and
Cash Equivalents





The
Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.




Concentration
of Credit Risk
 
 The
Company places its cash in what it believes to be credit-worthy financial
institutions. However, cash balances may exceed FDIC insured levels at various
times during the year. There were no bank balances exceeding insured limits at
December 31, 2007.
 
 Revenue
 
 There was
no revenue generated in the years ended December 31, 2007 and
2006.




Income
Taxes





Income
taxes are provided for based on the liability method of accounting pursuant to
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes.” Deferred income taxes, if any, are recorded, using enacted tax
rates expected to apply, to reflect the tax consequences on future years
of


differences
between the tax bases of assets and liabilities and their financial reporting
amounts at each year-end.





Loss Per
Share





The
Company calculates earnings per share in accordance with SFAS No. 128, "Earnings
Per Share," which requires presentation of basic earnings per share ("Basic
EPS") and diluted earnings per share ("Diluted EPS"). The computation of Basic
EPS is computed by dividing loss available to common stockholders by the
weighted


average
number of outstanding common shares during the period. Diluted EPS gives effect
to all dilutive potential common shares outstanding during the period. The
computation of Diluted EPS does not assume conversion, exercise or contingent
exercise of securities that would have an anti-dilutive effect on earnings. As
of


December
31, 2007, there were no stock options and 3,107,497 warrants
outstanding.





Stock
Based Compensation





The
Company is subject to the provisions of SFAS No. 123 "Accounting for Stock-Based
Compensation," which prescribes the recognition of compensation expense based on
the fair value of options on the grant date. SFAS No. 123 allows companies to
continue applying APB 25 if certain pro forma disclosures are made assuming
hypothetical fair value method, for which the Company uses the Black-Scholes
option-pricing model. For non-employee stock based compensation, the Company
recognizes an expense in accordance with SFAS No. 123 and values the equity
securities based on the fair value of the security on the date of grant unless a
contract states otherwise. For stock-based awards the value is based on the
market value for the stock on the date of grant and if the stock has
restrictions as to transferability a discount is provided for lack of
tradability. Stock option awards are valued using the Black-Scholes
option-pricing model. The Company uses the fair value based method of accounting
for its stock option plans. Effective January 1, 2006, the Company adopted SFAS
No. 123 (Revised 2004), Share-Based Payments, which requires companies to
expense stock options and other share-based payments. SFAS No. 123R supersedes
SFAS No. 123, which permitted either expensing stock options or providing pro
forma disclosure. The Company adopted the modified prospective application
transition method as proscribed by SFAS No. 123R, which applies to all new
awards and to awards granted, modified, canceled, or repurchased after January
1, 2006, as well as the unvested portion of the prior awards. The adoption of
SFAS No. 123R resulted in no changes to the 2006 or prior financial statement
amounts or disclosures.




Investments




Management reviews its
investments at least annually and makes appropriate
adjustments.


F-8
 RENEWABLE
ENERGY RESOURCES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS




NOTE 1 - DESCRIPTION OF BUSINESS AND
SIGNIGICANT ACCOUNTING POLICIES(continued)




Advertising





The
Company expenses advertising costs as incurred. The Company had no advertising
expense in the years ended December 31, 2007 and December 31, 2006.





Recently
Issued Accounting Pronouncements





Management
has not identified any new accounting pronouncements that are expected to have a
material effect on the Company’s financial statements.





NOTE
2 - GOING CONCERN CONSIDERATION





Since its
inception, the Company has suffered recurring losses from operations and has
been dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations. During the year ended December 31, 2007 and
2006, the Company reported net losses of $2,069,085 and $7,045,255,
respectively.





The
Company’s long-term viability as a going concern is dependent on certain key
factors, as follows:





·
            The
      Company’s ability to obtain adequate sources of outside financing to
      support near term operations and to allow the Company to continue forward
      with current strategic plans.  Management has acquired the CAVD
      technology in March of 2008 to allow a greater opportunity of sales and
      associated cash flow in addition to financing and capital raising
      plans.


·
            The
      Company’s ability to ultimately achieve revenue, adequate profitability
      and cash flows to sustain continuing
operations.


NOTE
3 - RELATED PARTY TRANSACTIONS





For the
year ended December 31, 2007 officers and directors of the company received
730,833 common shares valued at $46,500 for partial payment of their services
for the year. All of shares were shares of restricted common stock.





We borrow
funds from officers and stockholders from time to time.





Four
individuals named in Item 403 of Regulation S-B have advanced us money for
general and administrative expenses: Kenneth Brown a Past President, Craig
Huffman our Chief Executive Officer, James Baker and James Thomas, our current
Outside Directors.  SEE NOTE 12





As of
December 31, 2005, Mr. Thomas was owed a total of $37,500. Mr. Thomas received
300,000 shares of our restricted common stock on March 28, 2006, as payment for
$5,500 owed for a loan made on June 23, 2005. As of December 31, 2007, Mr. Baker
was owed $150,000 plus interest, Mr. Thomas was owed $34,000 and Mr. Brown
$2,500.





There
have been no repayment terms specified for these loans. As such, we have
classified the loans as other liabilities.





On March
23, 2006, Mary Pecoraro was issued 100,000 shares valued at $30,500 for payment
due under the Agreement for Licensing, Joint Venture Agreement, and
Manufacturing Agreement. Mary Pecoraro is our former Secretary and is the wife
of Anthony Pecoraro, our former Chairman and Vice President of New
Technology


Development.





On June
7, 2006, Mary Pecoraro was issued 300,000 shares valued at $20,000 for payment
due under the Agreement for Licensing, Joint Venture Agreement, and
Manufacturing Agreement.





During
the fiscal year ended December 31, 2006, Mr. Thomas received 2,500,000 shares of
our restricted common stock which we value at $450,000 as payment for the
Agreement for Licensing, Joint Venture Agreement and Manufacturing
Agreement.





In
January 2007, Mary Pecoraro was issued 36,250 shares valued at $3,500 as
compensation.





NOTE
4 - STOCKHOLDERS' DEFICIENCY





On
October 12, 2005, 7,400,000 shares were issued for the comprehensive Agreement
for Licensing, Joint Venture Agreement, and Manufacturing Agreement with Regent
Machine Products, LLC. Additionally, in the quarter ended June 30, 2006,
2,500,000 shares were issued under this agreement. On January 23, 2007,
1,500,000 shares were issued.  A total of 11,400,000 shares have been
issued under this agreement as reflected on Income Statement under Research and
Development.





During
the year ended December 31, 2002, HSI placed 2,813,180 shares of its common
stock in an escrow account. These shares are contingently issuable as they are
to be issued to creditors as part of a plan to negotiate Company obligations
through an intermediary. The Company is attempting to settle obligations by
negotiating with creditors to take the Company’s common stock as payment for the
obligations. During the year ended December 31, 2002, the Company had not issued
any of these shares to creditors. During the year ended December 31, 2003, the
Company negotiated a settlement in which 249,905 shares of common stock were
issued out of escrow to settle a creditor obligation that had an original
balance of $65,000. The settlement was recorded at the trading value of the
shares on the date of settlement. That value was $299,866. The result was an
additional expense of $234,866 charged to operations for the year ended December
31, 2003. During the year ended December 31, 2004 and December 31, 2005, the
Company did not issue any of these shares to creditors. No shares were issued in
2007 as well as 2006.




F-9
 RENEWABLE
ENERGY RESOURCES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS




NOTE 4 - STOCKHOLDERS'
DEFICIENCY (continued)




On July
29, 2004, the Company entered into a Stock Purchase Agreement ("Purchase
Agreement"), effective October 7, 2004, with Langley Park Investments Plc
("Langley"), a corporation organized under the laws of England and Wales which
is admitted to trade on the London Stock Exchange ("LSE") as an investment
trust. Pursuant to the Purchase Agreement, the Company sold 2,375,000 shares
(post-split) of its common stock ("Company Stock") to Langley for a total
purchase price of approximately $1,780,000. Langley paid the purchase price by
delivering 882,778 Ordinary Shares of Langley ("Langley Shares") to the Company
with a value of one (1.00) British Pound Sterling
(approximately U.S. $1.80) per share. The Company issued the Company Stock to
Langley. Both the Company Stock and the Langley Shares were initially placed
into escrow, including fifty percent (50%) of the Langley Shares to be deposited
into escrow as Downside Price Protection (the "Langley Escrow
Shares").




On
November 3, 2004, the Company sold 441,389 shares of Langley Park Investment,
(London Exchange: LPI) for $193,388 (approximately .44 cents per share). This
was the first liquidation pursuant to the Agreement. These gross proceeds
represented a loss of $697,237 based upon the difference between the selling
price on November 3, 2004 and the Company’s trading price on July 29, 2004. The
balance of the 441,389 shares owned by the Company are valued at the market
price of the Langley Park Investments Plc as listed on the London Stock Exchange
("LSE") with the difference being carried as a component of comprehensive income
in the equity section of the Company’s financial statements.





Pursuant
to the terms and conditions of the Purchase Agreement, on the two year
anniversary of the Purchase Agreement (Two Year Anniversary), the market value
of the Company's common stock will be compared to the purchase price of the
Company Stock under the Purchase Agreement "Market Value” is defined as the
average of the ten (10) closing bid prices per share of the Company's common
stock during the ten (10) trading days immediately preceding the Two Year
Anniversary of the Agreement. If the Market Value of the Company's common stock
on the Two Year Anniversary is the same or higher than purchase price per share,
then at that time, the Company will receive all of the Langley Escrow Shares. If
the Market Value on the Two Year Anniversary is less than purchase price per
share, then for each percentage point decline in value, the Company must sell a
corresponding percentage of the Langley Escrow Shares back to Langley for
nominal consideration, up to the maximum number of Langley Escrow Shares, and
the balance of the Langley Escrow Shares will be released from escrow to the
Company. In October 2006, the company sold 413,935 shares for proceeds of
$7,820. As of December, 31 2007, the Company wrote off  the remain
investment valued at $6,304 since the share are no longer listed.




NOTE
5 - COMMON AND PREFERRED STOCK





The
Company’s Articles of Incorporation authorize the issuance of up to 200,000,000
shares of common stock, with a par value of $.001 and the issuance of up to
70,000,000 shares of preferred stock, with a par value of $.001.





COMMON
STOCK





During
the year ended December 31, 2007, the Company engaged in various transactions
affecting stockholders’ equity, as follows: The Company issues shares of common
stock from time to time to compensate consultants as consideration for services
rendered. These shares are valued at the trading value on the date of grant or
per contract. For the year ended, December 31, 2007, a total of 34,116,152
shares of common stock were issued to 22 individuals and organizations as
payment for services totaling $1,569,469 and in 2006 $5,824,239.





During
2007 the company issued 1,500,000 of shares to Regent per agreement totaling
$33,000. For the year ended December 31, 2007, 8,239,727 shares of common stock
were issued as payment for loans totaling $243,155. Loans are non-interest
bearing and are paid by discounted stock valued as of the date of the loan.
Pursuant to the terms of the loan, if the loan cannot be repaid within a
specified time period, then shares are issued to the lender equal to the amount
of the loan. The shares are discounted approximately 50%.





PREFERRED
STOCK





The
Company's has designated the issuance of up to 70,000,000 shares of Series A
Convertible Preferred Stock, with a par value of $.001. Series A Convertible
Preferred Stock can be exchanged at the option of the stockholder into shares of
common stock at the rate of one share of Series A Convertible Preferred Stock
for one share of Common Stock at any time after the first anniversary of the
original date of issuance. The Series A Convertible Preferred Stock shall rank,
as to dividends and upon liquidation senior and prior to the Company’s Common
Stock and to all other classes or class of stock issued by the Company, except
as otherwise approved by the affirmative vote or consent of the holders of a
majority of the shares of Series A Convertible Preferred Stock. In addition, so
long as any share of Series A Convertible Preferred Stock shall be outstanding,
the holders of such convertible preferred stock shall be entitled to receive out
of any funds legally available, when, as and if declared by the Board of
Directors of the Company, preferential dividends at the rate of ten percent
(10%) per annum, payable upon the first anniversary date of the original issue
date, then quarterly with payment to be made in either cash or in the issuance
of additional share of Series A Convertible Preferred Stock. Such dividends
shall be cumulative and begin to accrue from the original issue date, whether or
not declared and whether or not there shall be net profits or net assets of the
Company legally available for the payment of those dividends. To date, no
dividend has been declared by the Board of Directors. The Series A Convertible
Preferred stockholders shall be entitled to vote on all matters requiring a
shareholder vote of the Company. Each Series A Convertible Preferred shareholder
of record shall have one vote for each share of Series A Convertible Preferred
stock outstanding. During 2006 6,112,265 preferred shares were converted to
common stock. On December 31, 2006 there were 1,055,180 shares of preferred
outstanding.  During 2007, 200,000 preferred shares were converted to
common stock.  On December 31, 2007 there were 885,180 shares of
preferred outstanding.


F-10
 
 RENEWABLE
ENERGY RESOURCES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS


NOTE 5 - COMMON AND PREFERRED STOCK
(continued)





There
were $105,518 in unpaid and undeclared cumulative dividends accrued during the
year ending December 31, 2007. Total cumulative dividends unpaid and undeclared
as of December 31, 2007 are $422,072.





NOTE
6 - PROPERTY AND EQUIPMENT





Furniture
and equipment is stated at cost less accumulated depreciation. Depreciation is
recorded on a straight-line basis over the estimated useful lives of the assets
of 3 to 5 years. Depreciation expense for the year ended December 31, 2007 and
2006 was $5,112 and $4,445, respectively. Property and equipment consisted of
the following at December 31, 2007:






Computer and
      equipment
            
            $
            41,266Less
      accumulated depreciation
            
            
            32,493Furniture and
      equipment, net
            
            $
            8,773






NOTE
7 - STOCK OPTIONS





There
were no stock options granted nor were there any pro forma effect of the vesting
of options granted in previous periods in the years ended December 31, 2007 and
2006.





NOTE
8 - INCOME TAXES





The
Company has no income tax provision or benefit in the periods ended December 31,
2007 and 2006. Prior to the merger transaction with HSI the Company elected to
be treated as an S-Corporation as prescribed under Section 1362 of the Internal
Revenue Code.





During
the year ended December 31, 2007, the Company generated a tax benefit related to
operating loss carry forwards of $901,399 that was equally offset by a valuation
allowance.





At
December 31, 2007, the Company had federal net operating loss carry forwards of
approximately $5,748,222 that expire from 2009 to 2027 and state net operating
loss carry forwards of approximately $987,975 that expire from 2008 to
2010.  Substantially all of the deferred income tax asset of
$6,736,197 relates to income tax benefits from net operating loss carry
forwards. Because of the change of control issues under Section 382 of the
Internal Revenue Code and the current uncertainty of realizing the benefits of
the tax carry forward, an equal valuation allowance has been established. The
full realization of the tax benefit associated with the carry forward depends
predominantly upon the Company's ability to generate taxable income during the
carry forward period. Significant components of the Company’s deferred tax
assets were s follows:










2007
            
            
            2006Net operating
      losses
            
            $
            15,638,385
            
            
            $
            13,569,300Total deferred
      tax assets
            
            
            6,736,197
            
            
            
            5,834,798Valuation
      allowance
            
            
            (6,736,197
            )
            
            
            (5,834,798
            )Net deferred
      tax assets
            
            $
            -
            
            
            $
            -






The
valuation allowance increased by $901,399 during the year ended December 31,
2007.







F-11
 
 RENEWABLE
ENERGY RESOURCES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS




NOTE 9
- COMMITMENTS AND CONTINGENCIES




Prior to
the merger of Internal Command with Home Services, the Company (HSVI) had
incurred additional deficits in cash flow from operating activities. The Company
had accrued approximately $906,900 in obligations to vendors, consultants and
former employees. The Company is attempting to settle these
obligations, primarily through the issuance of common stock. Management believes
we will ultimately settle these obligations for no more than amounts accrued at
December 31, 2007. As a part of the Merger Agreement with Internal Command
International, Inc. (ICI), our former Chief Executive Officer of HSVI, had
and did affirm that the outstanding debts of HSVI have been properly structured
for management of the debt post-merger; namely, that the debt was in the hands
of suitable professional debt management team, including Fletcher &
Associates, and Harry J. Miller, PLLC; that there has been set aside as part of
the issued common stock for obligation and satisfaction of the debt; and that
the incoming principals of ICI would be held harmless for this debt. In the
summer of 2005, we released Harry Miller, PLLC and Fletcher
& Associates from their duties as debt managers, taking control of such
matters internally. To date, the shares issued to secure these debts are
unissued, and held by both Harry Miller PLLC in trust, and with the Company,
should the need arise for settlement of any such debts, if communication and
demand for the same is made. To date no such verified debt demands have been
made. Any settlements will be valued at the fair value of the stock at the time
the settlement is reached, or some other amount as negotiated.





NOTE
10 - LOSS PER SHARE





Outstanding
warrants were not considered in the calculation for diluted earnings per share
for the years ended December 31, 2007 and 2006 because the effect of their
inclusion would be anti-dilutive.





Warrants
to purchase 3,107,497 shares of common stock were outstanding and excluded from
the loss per share calculation at December 31, 2007.





NOTE
11 - INVESTMENTS





The
Company currently classifies all investment securities as available-for-sale.
These securities are presented at their estimated fair value. Unrealized gains
and losses on such securities, net of the related income tax effect, are
excluded from earnings and reported as a separate component of stockholders’
equity until realized. Realized gains and losses are included in earnings and
are derived using the specific identification method for determining the cost of
securities sold. Investment in Kinetic securities consisted of the following at
December 31, 2007:








Cost
            Gross
      Gains
            Unrealized
      Losses
            Impairment
      Write-down
            Fair
      ValueKinetic
            $187,500
            $  0
            $  0
            $   (118,750)
            $
      68,750








During
the year ended December 31, 2005, the Company determined that the decline in
value of the Langley shares was other than temporary. However, there was no
basis to determine a forecasted recovery of fair value up to (or beyond) the
cost of the investment. Therefore, the Company wrote the carrying value down by
$784,718 to the investment's quoted trading value at September 30, 2005.
Proceeds from sales of equity securities were $193,388 and gross realized losses
were $697,237 for the year ended December 31, 2004. The fair value at December
31, 2005 is determined based on the trading price of Langley and translated to
U.S. dollars at the exchange rate on December 31, 2005.





The value
on December 31, 2007 of Langley was determined to be zero and written off since
it is no longer on listed on the LSE.





During
the year ended December 31, 2004, the Company invested in Kinetic Energy
Systems, Inc. (“Kinetic”) by issuing 1,250,000 shares of its common stock for
approximately 20% of Kinetic. The value of the investment was determined to be
$187,500 based on the trading price of the Company’s common stock at the time of
the agreement. The Company intends to jointly develop and market complimentary
technologies with Kinetic. The Company classifies its investment in Kinetic as
available-for-sale and has carried its investment at cost. The investment was
written down by $118,750 on September 30 2005 to reflect slower than anticipated
development progress by Kinetic. The Company owns 2,000,000 voting preferred
shares of Kinetic Energy Systems, Inc. Kinetic has 10,000,000 preferred shares
issued and outstanding and 1,000,000 common shares outstanding. The Company’s
interest in Kinetic is approximately 18%. The Company exercises no management
control and therefore, the cost method was used.




In
2006, the Company paid a licensing fee for the CAVD technology.  The value
at the end of the year is considered appropriate.




During
2007, the Company invested $50,000 in the Springfield Energy
Project.


F-12
 
 RENEWABLE
ENERGY RESOURCES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS


NOTE
12 - SHAREHOLDER LOANS





As of
December 31, 2007, the Company had outstanding loans from two directors totaling
$184,000. The loans have no specific repayment terms.





NOTE
13 - SUBSEQUENT EVENT




On August
6, 2007, RENW filed suit against U.S. Energy Initiatives for breach of contract,
in regard to a contract between the parties for rights to the CAVD process,
which the parties had entered into in June, 2006. On December 26, 2007, RENW
received a default against U.S. Energy Initiatives. RENW had entered into a
joint venture agreement with Glenn Acres as the funding partner, where both
parties were to be joint venture partners for use of the CAVD technology for DDG
and other processes.  On March 4, 2008, Glenn Acres filed suit in Decatur,
Alabama, over the breach of contract, against RENW and U.S. Energy Initiatives.
Due to contractual obligations under the Glenn-Acres-RENW agreement, the suit in
the opinion of Counsel for RENW has no merit at the time of pleading, and due to
subsequent purchase of the CAVD  technology by RENW, the contract between
Glenn-Acres and RENW has been fulfilled by RENW, thus negating any damages, and
actually putting the parties in place for their partnership to go forward. RENW,
on March 26, 2008, entered into a final purchase agreement with World
Environmental Services, Inc. (WESCO) for the purchase of the CAVD technology,
for all non-tire related activities which will be effective after a pending
stock reverse.




On March
14, 2007, a lawsuit was filed in the Circuit Court of the Thirteenth Judicial
Circuit of the State of Florida, in and for Hillsborough County Circuit Civil
Division (Case No.: 07-003056). The Plaintiff in the case is Lior Segal, the
former CFO of Renewable Energy Resources, Inc. and the defendant is Renewable
Energy Resources, Inc.





Mr. Segal
claimed he was owed compensation of $4,500 for his work while employed by
Renewable Energy Resources, Inc. and in addition, he had taken restricted shares
of stock in lieu of cash compensation and since he is no longer with the
Company, would like to return the restricted shares of stock and receive $22,500
in cash compensation in lieu of the restricted stock.





A
judgment in favor of Mr. Segal was rendered on January, 28 2008 in the amount of
$27,000 plus interest and costs.  Mr. Segal will be returning the
shares that he had received.




Renewable Energy Resources, Inc. (RENW)
has signed an Acquisition Agreement with World Environmental Services, Inc.
(WESCO), as subsidiary of EarthFirst Technologies, Inc., as of March 25, 2008 to
purchase all technologies, interest, assets, patents, and other intellectual
property related to certain technologies hereby referred to as CAVD (and other
processes related to pyrolisis developed by WESCO), except those related to
tires for the CAVD, or those rights held by RCT, LLC.


On April
7, 2008 (Closing Date) RENW shall deliver to WESCO, three million five hundred
thousand (3,500,000) shares or approximately thirty three and one third (33 and
1/3%) percent of the then outstanding shares of common stock, then outstanding
at the time of the closing, whichever is numerically equivalent of one third of
the outstanding shares after issuance for this acquisition after closing. WESCO
shall deliver, or assign through this Agreement, all matters related to the CAVD
or pyrolitic technology, which shall be set forth in Schedule A of the attached
Agreement. Said items shall include the following types of matters: all patents,
patents pending, work product on improvements, all uses for the CAVD, all
laboratory and engineering work, all client materials, all potential client
list, sales lists, pro-formas, business plans, etc. such uses, plans, patents,
improvements, and all business opportunities shall include Distiller¢s Dry Grain
(DDG), carpet waste, municipal waste, algae use, and all other uses for CAVD,
subject to the exclusions set forth in the attached agreement. This agreement
for purchase shall have no effect on the right of use of CAVD for tires
under
  RENW had
previously paid an amount of one hundred thousand dollars ($100,000.00) for the
licensing of rights to the CAVD technology to WESCO, and a later payment of two
hundred thousand dollars ($200,000.00) to a related party, for similar licensing
of use of the CAVD process which is subject to a civil suit by RENW in the
Thirteenth Judicial Circuit in and for Hillsborough County, Florida at this
time. RENW acknowledges that it will relieve and dismiss any claim against that
third party if all rights to such technologies are delivered under this
agreement. WESCO shall assist RENW in any claim by any third party for the two
hundred thousand dollars ($200,000) under the earlier agreement by RENW and such
third party.
  RENW
shall make an additional payment (secondary consideration) to WESCO in common
shares after one year, and no later than two years after closing, which shall
consist of ten percent (10%) of then outstanding shares at the time of closing
of this acquisition if the certain achievements are reached.
  On
July 23, 2008, we filed a Form S-8 Registration Statement with the Securities
and Exchange Commission.


F-13


ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





There
have been no changes in or disagreements with accountants on accounting and
financial disclosure.





ITEM
8A. CONTROLS AND PROCEDURES





As of
the end of the period of this report, management performed an assessment of our
internal controls over financial reporting as of December 31, 2007 as required
by Exchange Act Rule 13a-15(c).  This assessment was carried out under
the supervision and with the participation of our management, including our
Chief Executive Officer and Acting Principal Financial Officer. Based on that
evaluation, our Chief Executive Officer and Acting Principal Financial Officer
concluded that our disclosure controls and procedures are not effective in
timely alerting them to material information required to be included in the
Company’s periodic reports to the Securities and Exchange Commission. During the
fourth fiscal quarter, there were changes in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting. Management has put
additional controls in place regarding cash receipts and
disbursements.  In addition, the Company has retained new,
knowledgeable individuals.  In addition, we will make an additional
assessment to ensure the success of these changes during the preparation of the
2008 10K.
  MANAGEMENT
REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
  Management
recognizes its responsibility for establishing and maintaining adequate internal
controls over financial reporting.
  Based
on the completeness of the company prepared financials, management considers the
controls in place to be effective for the company. Management used the COSO
framework as a basis for evaluating it internal controls.  There were
no material weaknesses identified during the preparation of year end financial
reports.
  This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal controls over financial
reporting.  Management’s report was not subject to attestation by the
company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permits the company to provide only
management’s report in the annual report.
 
 ITEM 8B. OTHER
INFORMATION





None.


12


PART III




ITEM
9. DIRECTORS
EXECUTIVE OFFICERS, PROMOTERS,CONTROL  PERSONS
AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT





CURRENT
OFFICERS AND DIRECTORS


The
following table sets forth the name, age, and position of each executive officer
and director of the Company as of April 1, 2008:




NAME
            AGE
            POSITIONCraig
      Huffman
            41
            Acting Chief
      Executive Officer and Acting Principal Financial Officer, Executive Vice
      President and Acting  Chairman of the BoardJames
      Thomas
            41
            DirectorJames
      Baker
            67
            Director




Craig
Huffman, age 41


Craig
Huffman was appointed our Chief Executive Officer on February 8, 2008. He was
Executive Vice President and Chairman of the Board of Directors on January 17,
2007. He was appointed to the position of Acting Principal Financial Officer on
November 12, 2007.  Mr. Huffman previously served
as President/CEO from January 2, 2004 until January 17, 2007.  Mr.
Huffman was the co-founder of our predecessor, Internal Command International in
2001.  From 2001 through 2004 he served as president of
ICI.  From 1997 to the present, Mr. Huffman has also had a private law
practice.  Mr. Huffman received a BA from the, University of Tampa in
1989 and a Juris Doctor from Stetson University College of Law in
1997.





James
A. Thomas, age 41


James A.
Thomas was appointed to the Board of Directors on January 3, 2007. Since 1997,
Mr. Thomas has run a legal practice in Tampa, Florida.  Mr. Thomas
received his BA in English from the University of South Florida (1992) and his
JD from Stetson University College of Law (1996). Mr. Thomas is a founding
partner of the predecessor company, Internal Command International and since
that time has served at the direction of the board and senior management in the
areas of investor relations and special projects.





James
Baker, age 67


James
Baker joins the Board of Renewable Energy Resources, Inc., with extensive
experience in business and start up operations. He has started and run
manufacturing organizations in the furniture arena. Mr. Baker also served as
head of marketing for a large multi-national organization which increased its
market share. He is currently the CEO of his own company, Menage Design, Inc.,
which designs and builds designer homes.





Mr. Baker
is a graduate of the University of Minnesota with a degree in
Architecture.





BOARD
OF DIRECTORS





The
members of the Board of Directors of the Company serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the discretion of the Board of Directors.





The
entire Board serves as the audit committee.  In the future, we may
designate other committees as necessary to conduct business.  We
believe our current structure is adequate based on the size of our
company.





During
the fiscal year ended, December 31, 2007, our Directors did not receive any
compensation.  In the future, we will compensate our Directors under a
schedule to be developed by the Board of Directors.  No such payment
shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation.





There
have been no material changes to the procedures by which security holders may
recommend nominees to the board of directors.





COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT





Based
solely upon a review of forms 3, 4, and 5 and amendments thereto, furnished to
us during or respecting our last fiscal year, no director, officer, beneficial
owner of more than 10% of any class of equity securities of the Company or any
other person known to be subject to Section 16 of the Exchange Act of 1934, as
amended, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act for the last fiscal year.


13


ITEM 9. DIRECTORS
EXECUTIVE OFFICERS, PROMOTERS,CONTROL  PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
(continued)


CODE
OF ETHICS





We
adopted a Code of Ethics for our Principal Executive and Senior Financial
Officers.  A copy of which was attached to our 10-KSB filed on May 19,
2007.





ITEM
10.  EXECUTIVE COMPENSATION





The
following table sets forth the compensation paid to our executive officers for
the fiscal years ending December 31, 2006 and 2007.








Summary
Compensation Table





Name
      and Principal Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
      Incentive Plan Compensation
              ($)
            Nonqualified
      Deferred Compensation Earnings
              ($)
            All
      other compensation
              ($)
            Total
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Kenneth  P.
      Brown

              CEO
            1/19/2007
              Through
      10/4/2007
            19,000
            
            165,0003
            
            
            
            
            184,000Joseph
      A. DiCara Chief Executive Officer
            2006
              2007
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0Craig
      Huffman, President and CEO
            2006
            29,000
            0
            383,0001
            0
            0
            0
            0
            412,0002007
            76,000
            0
            12,5002
            0
            0
            0
            0
            88,500





1.
              During
      2006, Mr. Huffman was issued 218,354 shares of our common stock that was
      registered on form S-8 and valued at $45,500. Mr. Huffman also received
      compensation of 1,261,153 shares of our restricted common stock which was
      valued at $357,852 as
compensation.


2.
              During
      2007, Mr. Huffman was issued compensation of 126,250 shares of our common
      stock valued at $12,500.


3.
                During
      2007, Mr. Brown was paid $19,000 and was issued 5,000,000 shares of our
      restricted common stock that was valued at
  $165,000.




14


ITEM
10.  EXECUTIVE COMPENSATION (continued)





Outstanding
      Equity Awards at December 31, 2007





OPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
            Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
              (#)
            Option
      Exercise Price
              ($)
            Option
      Expiration Date
            Number
      of Shares or Units of Stock that have not Vested
              (#)
            Market
      Value of Shares or Units of Stock that have not Vested
              ($)
            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      that have not Vested
              ($)
            Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights that have not Vested
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (e)
            (g)
            (h)
            (i)
            (i)Joseph
      A. DiCara Chief Executive Officer
            0
            0
            0
            0
            0
            0
            0
            0
            0Craig
      Huffman, Acting Principal Officer
            0
            0
            0
            0
            0
            0
            0
            0
            0








Director
Compensation





The
following table sets forth the compensation paid to our then existing directors
for the fiscal year ending December 31, 2007.





Name
            Fees
      Earned or Paid in Cash
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
      Incentive Plan Compensation
              ($)
            Nonqualified
      Deferred Compensation Earnings
              ($)
            All
      Other Compensation
              ($)
            Total
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)Craig
      Huffman, Acting Chairman
            0
            12,500
            0
            0
            0
            
            12,500James
      A. Thomas
            0
            0
            0
            0
            0
            0
            0James
      Baker
            0
            0
            0
            0
            0
            0
            0





EMPLOYMENT
AGREEMENTS





Effective
November 16, 2007, we entered into a six month Agreement with Joseph A. DiCara
to serve as our Chief Executive Officer. The Agreement extends through May 16,
2008, and provides for an annual base salary of five thousand dollars per month
plus five percent (5%) royalty on all investment made into the company through
his efforts.  Additionally, the Company shall pay Mr. DiCara an amount
of commission equal to 2% commission for sales of all products controlled or
under the company due to directly attributable efforts. Pursuant to the
Agreement, Mr. DiCara is an independent contractor and as such, is not eligible
to participate in any benefit plans maintained by us. Under the terms of the
Agreement, Mr. DiCara shall be covered by the Company’s D&O policy and he
can not engage in conflicting activities and can not divulge any sensitive
information of the company.  A copy of Mr. DiCara’s agreement was
attached as an exhibit to our Form 8-K filed on November 19,
2007.  Mr. DiCara resigned on February 8, 2008.


15




ITEM 11. SECURITY OWNERSHIP
OF BENEFICIAL OWNERS AND MANAGEMENT





PRINCIPAL
SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS





The
following table sets forth certain information at December 31, 2007 with respect
to the beneficial ownership of shares of common stock by (i) each person known
to us who owns beneficially more than 5% of the outstanding shares of common
stock, (ii) each of our Directors, (iii) each of our Executive Officers and (iv)
all of our Executive Officers and Directors as a group. Unless otherwise
indicated, each stockholder has sole voting and investment power with respect to
the shares shown.  As of April 8, 2007, we had 186,607,666 shares of
common stock outstanding and 885,180 shares of class “A” preferred stock
outstanding.





None of
our officers or directors owned any preferred stock as of April 2,
2008.





Title
      of class
            Name
      Beneficial Owner
            Amount
      and Nature of Beneficial Ownership
            Percentage
      of  Class1Common
      Stock
            Joseph
      A. DiCara
              Former
      CEO
            0
            0%Common
      Stock
            Craig
      Huffman
              Acting
      Chief Executive Officer and  Principal Financial Officer,
      Executive Vice President and Chairman of the Board of
      Directors
            7,375,586
            4%Common
      Stock
            James
      A. Thomas, Director
            11,221,828
            6%Common
      Stock
            James
      Baker, Director
            333,333
            0%Common
      Stock
            All
      Officers and Directors as a group (total of 4)
            18,930,747
            10%








Title
      of class
            Name
      Beneficial Owner
            Amount
      and Nature of Beneficial Ownership
            Percentage
      of  Class1Preferred
      Stock
            Dan
      Simonetti
            142,850
            16.1%Preferred
      Stock
            John
      F. Simonetti
            214,290
            24.2%Preferred
      Stock
            Kevin
      Pickard
            142,850
            16.1%Preferred
      Stock
            Roger
      Schmidt
            25,000
            2.8%


16


ITEM 11. SECURITY OWNERSHIP
OF BENEFICIAL OWNERS AND MANAGEMENT (continued)




PRINCIPAL
SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS





Preferred
      Stock
            John
      P. Gordon
            250,000
            28.2%





(1)
            Under
      Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a
      security includes any person who, directly or indirectly, through any
      contract, arrangement, understanding, relationship, or otherwise has or
      shares: (i) voting power, which includes the power to vote, or to direct
      the voting of shares; and (ii) investment power, which includes the power
      to dispose or direct the disposition of shares.  Certain shares
      may be deemed to be beneficially owned by more than one person (if, for
      example, persons share the power to vote or the power to dispose of the
      shares).  In addition, shares are deemed to be beneficially
      owned by a person if the person has the right to acquire the shares (for
      example, upon exercise of an option) within 60 days of the date as of
      which the information is provided.  In computing the percentage
      ownership of any person, the amount of shares is deemed to include the
      amount of shares beneficially owned by such person (and only such person)
      by reason of these acquisition rights.  As a result, the
      percentage of outstanding shares of any person as shown in this table does
      not necessarily reflect the person’s actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      March 15, 2007.  As of April 2, 2008, we had 186,607,666shares
      of common stock outstanding and 885,180 shares of class “A” preferred
      stock outstanding.





ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS





Except as
described below, none of the following persons has any direct or indirect
material interest in any transaction to which we were or are a party since the
beginning of our last fiscal year, or in any transaction to which we propose to
be a party:





(A)
            any
      of our directors or executive
officers;





(B)
            any
      nominee for election as one of our
directors;





(C)
            any
      person who is known by us to beneficially own, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or





(D)
            any
      member of the immediate family (including spouse, parents, children,
      siblings and in-laws) of any of the foregoing persons named in paragraph
      (A), (B) or (C) above.





We borrow
funds from officers and stockholders from time to time.  See NOTE
12.





Two
individuals named in Item 403 of Regulation S-B have advanced us money for
general and administrative expenses:   James Baker and James
Thomas, our current Directors.





As of
December 31, 2005, Mr. Thomas was owed a total of $37,500.  Mr. Thomas
received 300,000 shares of restricted stock on March 28, 2006 as payment for
$5,500 that he was owed for a loan made on June 23, 2005.





As of
December 31, 2007, Mr. Thomas is owed $34,000. There have been no repayment
terms specified for these loans.  We have classified the loans as a
current liability.





As of
December 31, 2007 Mr. Baker is owed $150,000 plus interest.  There
have been no specific repayment terms specified for these loans.  We
have classified the note payable under Other Liabilities.





Director
Independence





During
2007, two of our Board of Directors, James Thomas and James Baker were
independent Directors pursuant to the standards applicable to Regulation S-B. At
this time, the Company does have independent Directors as that term is defined
in NASD Rule 4200.





17


ITEM
13.  EXHIBITS





EXHIBIT
INDEX





The
following exhibits are filed as part of this Annual Report on Form
10-KSB /A or are incorporated herein by reference:





Exhibit
            Description3.1.1
            Articles
      of Incorporation (1)3.1.2
            Amended
      Articles of Incorporation (1)3.2
            Bylaws
      (1)10.1
            Employment
      Agreement with Craig Huffman (2)14.1
            Code
      of Ethics (2)31.1
            Certification
      of Acting Chief Executive Officer and Acting Principal Financial Officer
      of Renewable Energy Resources, Inc. required by Rule 13a -
      14(1)  or Rule 15d - 14(a) of the
      Securities  Exchange  Act  of  1934,  as  adopted
      pursuant to Section 302 of the
      Sarbanes-Oxley  Act  of  200232.1
            Certification
      of Acting Chief Executive Officer and Acting Principal Financial Officer
      of Renewable Energy Resources, Inc. pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 and
      Section  1350  of  18  U.S.C.  63


(1)
            Incorporated
      by reference to our Registration Statement filed on Form 10-KSB dated
      March 1, 2000.


(2)
            Incorporated
      by reference to our Form10-KSB for the fiscal year ending December 31,
      2006





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





AUDIT
FEES





Baumann,
Raymondo & Company, P.A. billed us in the aggregate amount of $8,000 and
$65,155 for professional services rendered for their audit of our annual
financial statements and their reviews of the financial statements included in
our Form 10-KSB for the year ended December 31, 2006 and December 31, 2007,
respectively..





AUDIT-RELATED
FEES





Baumann,
Raymondo & Company, P.A. did not bill us, or perform professional services,
for assurance and related services that were reasonably related to the
performance of audit or review of the financial statements for the fiscal year
ended December 31, 2006 and December 31, 2007.





FINANCIAL
INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES





For the
fiscal year ended December 31, 2006 and December 31, 2007, Baumann, Raymondo
& Company, P.A. did not bill us for, nor perform, any financial information
systems design or implementation.  For the fiscal year ended December
31, 2006 and December 31, 2007, we were not billed for professional services
from any other accounting firm for information systems design or
implementation.





TAX
FEES


Baumann,
Raymondo & Company, P.A. billed us in the aggregate amount of $1,250 and
$1,250 for professional services rendered for tax related services for the
fiscal year ended December 31, 2006 and December 31, 2007,
respectively.





ALL
OTHER FEES





We were
not billed for any other professional services for the fiscal year ended
December 31, 2006 and December 31, 2007.





AUDITOR
INDEPENDENCE





Our Board
of Directors considers that the work done for us in the year ended December 31,
2006 and December 31, 2007 by Baumann, Raymondo & Company, P.A. is
compatible with maintaining Baumann, Raymondo & Company, P.A.’s
independence.


18





AUDITOR'S
TIME ON TASK





All of
the work expended by Baumann, Raymondo & Company, P.A. on our December 31,
2006 and December 31, 2007 audit was attributed to work performed by Baumann,
Raymondo & Company, P.A. full-time, permanent employees.































































19





CERTIFICATION


-------------





SIGNATURES





Pursuant
to the requirements of section 13 or 15(d) of the Securities Exchange Act of
1934, the undersigned has duly caused this Form 10-KSB /A to be signed on
its behalf by the undersigned, there unto duly authorized, in the City of Tampa,
Florida on October 21, 2008 .







RENEWABLE ENERGY RESOURCES,
      INC.Date:
      October 21, 2008
              By:
              /s/ Craig
      HuffmanName:
      Craig
      HuffmanTitle:
      Acting Chief Executive Officer






Pursuant
to the requirements of the Securities Exchange Act of 1933, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the date indicated.







/s/
      Craig
      Huffman
              
              
              Date:   October
      21, 2008Name:
      Craig HuffmanTitle:
      Craig Huffman, Acting Chief Executive Officer, Acting Principal Financial
      Officer, and Acting Chairman of the Board of
    Directors




/s/
      James Thomas
              
              
              Date:   October
      21, 2008Name:
      James ThomasTitle:
      Director




/s/
      James
      Baker
              
              
              Date:   October
      21, 2008Name:
      James BakerTitle:
      Director






20