x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE QUARTERLY PERIOD ENDED JUNE
30, 2007
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
Delaware
|
22-1436279
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
|
PART
1 FINANCIAL INFORMATION
|
|
|
|
|
Item
1.
|
Financial
Statements (Unaudited)
|
|
|
|
|
|
Consolidated
Balance Sheet
|
4
|
|
|
|
|
Consolidated
Statements of Operations
|
6
|
|
Consolidated
Statement of Stockholders’ Equity
|
7
|
|
Consolidated
Statements of Cash Flows
|
8
|
|
Notes
to Consolidated Financial Statements
|
10
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
27
|
|
|
|
Item
3.
|
Controls
and Procedures
|
45
|
|
|
|
|
PART
II OTHER INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
47
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
47
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
47
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
47
|
|
|
|
Item
5.
|
Other
Information
|
47
|
|
|
|
Item
6.
|
Exhibits
|
48
|
|
|
|
SIGNATURES
|
|
501
|
ITEM 1. |
FINANCIAL
STATEMENTS
|
ASSETS
|
||||
Current
assets:
|
||||
Cash
|
$
|
116,030
|
||
Inventories
|
51,461
|
|||
Prepaid
expenses and other current assets
|
24,578
|
|||
Total
current assets
|
192,069
|
|||
Property
and equipment - net
|
57,672
|
|||
Note
receivable - Biodiesel Solutions
|
200,000
|
|||
Deferred
finance fees, net of accumulated amortization of $178,124
|
1,678,896
|
|||
Intangibles,
net of accumulated amortization of $11,167
|
177,833
|
|||
Tradename
|
118,000
|
|||
Goodwill
|
93,705
|
|||
Total
assets
|
$
|
2,518,175
|
RENEWAL
FUELS, INC.
CONSOLIDATED
BALANCE SHEET
AS
OF JUNE 30, 2007
(Unaudited)
(-continued)
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
Liabilities
|
||||
Current
liabilities:
|
||||
Accounts
payable
|
$
|
199,409
|
||
Current
maturities of convertible debt
|
1,276,686
|
|||
Customer
deposits
|
2,932
|
|||
Total
current liabilities
|
1,479,027
|
|||
Convertible
debt, less current maturities
|
764,169
|
|||
Total
liabilities
|
2,243,196
|
|||
Commitments
and contingencies
|
||||
Stockholders’
equity:
|
||||
Capital
stock:
|
||||
Preferred
stock - par value of $.001; 20,000,000 shares authorized;
|
||||
no
shares issued and outstanding
|
-
|
|||
Common
stock - par value of $.001; 3,000,000,000 shares
authorized;
|
||||
23,805,126
shares issued and outstanding
|
23,805
|
|||
Additional
paid-in capital
|
6,410,378
|
|||
Accumulated
deficit
|
(6,159,204
|
)
|
||
Total
stockholders’ equity
|
274,979
|
|||
Total
liabilities and stockholders’ equity
|
$
|
2,518,175
|
Successor
Business
|
Predecessor
Business
|
||||||||||||||||
Three
Months Ended
June
30, 2007
|
March
9, 2007
(Date
of Inception)
to
June 30, 2007
|
Three
Months Ended
March
31, 2007
|
Three
Months Ended
June
30, 2006
|
Six
Months Ended
June
30, 2006
|
|||||||||||||
Sales
|
$
|
244,087
|
$
|
244,087
|
$
|
104,360
|
$
|
503,061
|
$
|
1,067,427
|
|||||||
Cost
of goods sold
|
142,342
|
142,342
|
76,802
|
331,449
|
683,416
|
||||||||||||
Gross
profit
|
101,745
|
101,745
|
27,558
|
171,612
|
384,011
|
||||||||||||
Operating
expenses:
|
|||||||||||||||||
Employee
compensation and benefits
|
32,696
|
34,272
|
52,320
|
69,430
|
125,544
|
||||||||||||
Stock-based
transaction expense
|
5,131,231
|
5,131,231
|
-
|
-
|
-
|
||||||||||||
Occupancy
and equipment
|
8,257
|
8,257
|
18,666
|
23,900
|
69,930
|
||||||||||||
Advertising
|
43,815
|
43,983
|
8,474
|
8,762
|
18,088
|
||||||||||||
Professional
fees
|
317,898
|
349,741
|
8,474
|
2,949
|
12,029
|
||||||||||||
Other
general and administrative
|
97,716
|
97,544
|
19,085
|
26,691
|
80,874
|
||||||||||||
Total
operating expenses
|
5,631,613
|
5,665,028
|
107,019
|
131,732
|
306,465
|
||||||||||||
Operating
income (loss)
|
(5,529,868
|
)
|
(5,563,283
|
)
|
(79,461
|
)
|
39,880
|
77,546
|
|||||||||
Interest
income
|
755
|
755
|
-
|
-
|
-
|
||||||||||||
Interest
expense
|
(413,500
|
)
|
(415,427
|
)
|
-
|
-
|
-
|
||||||||||
Deferred
financing fees
|
(181,249
|
)
|
(181,249
|
)
|
-
|
-
|
-
|
||||||||||
Net
income (loss)
|
$
|
(6,123,862
|
)
|
$
|
(6,159,204
|
)
|
$
|
(79,461
|
)
|
$
|
39,880
|
$
|
77,546
|
||||
Net
income (loss) per share:
|
|||||||||||||||||
Basic
|
$
|
(0.26
|
)
|
$
|
(0.26
|
)
|
$
|
(.01
|
)
|
$
|
.01
|
$
|
.01
|
||||
Diluted
|
$
|
(0.26
|
)
|
$
|
(0.26
|
)
|
$
|
(.01
|
)
|
$
|
.01
|
$
|
.01
|
||||
Weighted
average shares outstanding:
|
|||||||||||||||||
Basic
|
23,668,270
|
23,650,442
|
7,000,000
|
7,000,000
|
7,000,000
|
||||||||||||
Diluted
|
23,668,270
|
23,650,442
|
7,000,000
|
7,000,000
|
7,000,000
|
Additional
|
||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Accumulated
|
|||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||
Balances,
March 9, 2007 (Inception)
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Common
stock sold on March 9, 2007 to founders for cash
|
-
|
-
|
-
|
-
|
57,279
|
-
|
57,279
|
|||||||||||||||
Stock-based
transaction expense related to common stock sold to
founders
|
-
|
-
|
-
|
-
|
5,131,231
|
-
|
5,131,231
|
|||||||||||||||
Common
stock issued in exchange for net liabilities in a recapitalization
on
April 20, 2007
|
-
|
-
|
673,356
|
673
|
(673
|
)
|
-
|
-
|
||||||||||||||
Preferred
stock issued in reverse merger
|
343,610
|
343
|
-
|
-
|
(343
|
)
|
-
|
-
|
||||||||||||||
Conversion
of preferred stock to common stock on June 21, 2007
|
(343,610
|
)
|
(343
|
)
|
22,907,323
|
22,907
|
(22,564
|
)
|
-
|
-
|
||||||||||||
Common
stock issued on conversion of convertible debentures
|
-
|
-
|
224,447
|
225
|
82,675
|
-
|
82,900
|
|||||||||||||||
Common
stock warrants issued
|
-
|
-
|
-
|
-
|
238,932
|
-
|
238,932
|
|||||||||||||||
Beneficial
conversion feature of convertible debt instruments issued or
assumed
|
-
|
-
|
-
|
-
|
923,841
|
-
|
923,841
|
|||||||||||||||
Net
loss for the period
|
-
|
-
|
-
|
-
|
-
|
(6,159,204
|
)
|
(6,159,204
|
)
|
|||||||||||||
Balances,
June 30, 2007
|
-
|
$
|
-
|
23,805,126
|
$
|
23,805
|
$
|
6,410,378
|
$
|
(6,159,204
|
)
|
$
|
274,979
|
Successor
Business
|
Predecessor
Business
|
||||||||||
March
9, 2007
(Date
of Inception) to
June
30, 2007
|
Three
Months
Ended
March
31, 2007
|
Six
Months
Ended
June
30, 2006
|
|||||||||
Cash
Flows From Operating Activities:
|
|||||||||||
Net
income (loss)
|
$
|
(6,159,204
|
)
|
$
|
(79,461
|
)
|
$
|
77,546
|
|||
Adjustments
to reconcile net income (loss) to net cash provided
by (used in) operating activities:
|
|||||||||||
Depreciation
and amortization
|
12,396
|
471
|
8,171
|
||||||||
Amortization
of deferred financing fees
|
178,124
|
-
|
-
|
||||||||
Amortization
of debt discounts
|
355,949
|
-
|
-
|
||||||||
Stock-based
transaction expense
|
5,131,231
|
-
|
-
|
||||||||
Changes
in operating assets and liabilities, net:
|
|||||||||||
Accounts
receivable
|
-
|
-
|
11,198
|
||||||||
Inventories
|
(17,035
|
)
|
26,151
|
87,525
|
|||||||
Other
current assets
|
(24,577
|
)
|
11,915
|
(1,975
|
)
|
||||||
Accounts
payable and accrued expenses
|
(2,490
|
)
|
(5,857
|
)
|
(33,397
|
)
|
|||||
Accrued
interest
|
57,551
|
-
|
-
|
||||||||
Customer
deposits
|
2,932
|
(12,224
|
)
|
12,793
|
|||||||
Net
Cash Provided By (Used In) Operating Activities
|
(465,123
|
)
|
(59,005
|
)
|
161,861
|
||||||
Cash
Flows From Investing Activities:
|
|||||||||||
Acquisition
of FuelMeister assets
|
(494,426
|
)
|
-
|
-
|
|||||||
Note
receivable - Biodiesel Solutions
|
(200,000
|
)
|
-
|
-
|
|||||||
Purchases
of property and equipment
|
(1,700
|
)
|
-
|
(759
|
)
|
||||||
Refund
of deposit
|
-
|
-
|
5,376
|
||||||||
Net
Cash Provided By (Used In) Investing Activities
|
(696,126
|
)
|
-
|
4,617
|
|||||||
Cash
Flows From Financing Activities:
|
|||||||||||
Proceeds
from issuance of common stock
|
57,279
|
-
|
-
|
||||||||
Proceeds
from issuance of warrants
|
238,932
|
-
|
-
|
||||||||
Proceeds
from issuance of long-term debt
|
1,161,068
|
-
|
-
|
||||||||
Payment
of debt issuance costs
|
(180,000
|
)
|
-
|
-
|
|||||||
Net
contributions (distributions) from (to) owner
|
-
|
31,953
|
(356,918
|
)
|
|||||||
Net
Cash Provided By (Used In) Financing Activities
|
1,277,279
|
31,953
|
(356,918
|
)
|
|||||||
Net
Increase (Decrease) In Cash
|
116,030
|
(27,052
|
)
|
(190,440
|
)
|
||||||
Cash
- Beginning of period
|
-
|
52,626
|
276,850
|
||||||||
Cash
- End of period
|
$
|
116,030
|
$
|
25,574
|
$
|
86,410
|
RENEWAL
FUELS, INC.
CONSOLIDATED
STATEMENT OF CASH FLOWS
(Unaudited)
|
||||||
(-continued)
|
Successor
Business
|
Predecessor
Business
|
||||||||||
Supplemental
Disclosure Of Cash Flow Information -
|
|||||||||||
Interest
paid
|
$
|
1,927
|
$
|
-
|
$
|
-
|
|||||
Income
taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Supplemental
Disclosures Of Non-Cash Investing And Financing
Activities:
|
|||||||||||
Net
liabilities assumed in a recapitalization
|
$
|
1,677,020
|
$
|
-
|
$
|
-
|
NOTE 1 |
NATURE
OF BUSINESS AND GOING
CONCERN
|
NOTE 2 |
ACQUISITIONS
|
Net
liabilities assumed:
|
||||
Accounts
payable
|
$
|
203,992
|
||
Long
term debt, including accrued interest
|
1,473,028
|
|||
Net
liabilities assumed
|
$
|
1,677,020
|
Net
assets acquired:
|
||||
Inventory
|
$
|
34,426
|
||
Fixed
assets
|
9,145
|
|||
Website
domain
|
50,150
|
|||
Tradename
|
118,000
|
|||
Customer
lists, engineering drawings and other intangibles
|
189,000
|
|||
Goodwill
|
93,705
|
|||
Net
assets acquired
|
$
|
494,426
|
NOTE 3 |
SUMMARY
OF SIGNIFICANT ACCOUNTING
POLICIES
|
Issued
|
Statement
|
|
February
2006
|
FAS
155 - “Accounting for Certain Hybrid Financial Instruments; an amendment
of Financial Accounting Standard Nos. 133 and 140"
|
|
March
2006
|
FAS
156 - “Accounting for Servicing of Financial Assets, an amendment of FASB
Statement No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities”
|
|
June
2006
|
FAS
Interpretation 48 - "Accounting for Uncertainty in Income
Taxes"
|
|
September
2006
|
FAS
157 - “Fair Value Measurements”
|
|
September
2006
|
FAS
158 - “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans” - an amendment of FASB Statements No. 87, 88, 106,
and 132(R)”
|
|
February
2007
|
FAS
159 - “The Fair Value Option for Financial Assets and Financial
Liabilities—Including an amendment of FASB Statement No.
115”
|
NOTE 4 |
FINANCIAL
INSTRUMENTS AND CONCENTRATIONS OF CREDIT
RISK
|
NOTE 5 |
PROPERTY
AND EQUIPMENT
|
Computer
equipment and software
|
$
|
50,792
|
||
Production
and shop equipment
|
7,051
|
|||
Office
furniture and equipment
|
1,058
|
|||
58,901
|
||||
Less
accumulated depreciation and amortization
|
1,229
|
|||
Property
and equipment - net
|
$
|
57,672
|
NOTE 6 |
LONG-TERM
DEBT
|
Cornell
Capital Partners L.P., $1,000,000 convertible debenture, due April
20,
2009, interest at prime + 2.75% (11% at June 30, 2007)
|
$
|
1,000,000
|
||
Less
unamortized discount from warrants and beneficial conversion
feature
|
(385,427
|
)
|
||
614,573
|
||||
Cornell
Capital Partners L.P., $400,000 convertible debenture, due May 31,
2009,
interest at prime + 2.75% (11% at June 30, 2007)
|
400,000
|
|||
Less
unamortized discount from beneficial conversion feature
|
(396,504
|
)
|
||
3,496
|
||||
Montgomery
Equity Partners, Ltd., $300,000 15% convertible debenture, due on
demand,
including accrued interest of $67,685
|
367,685
|
|||
Montgomery
Equity Partners, Ltd., $537,220 15% convertible debenture, due on
demand,
including accrued interest of $121,206
|
658,426
|
|||
Cornell
Capital Partners L.P., $85,100 6.5% convertible promissory note,
due on
demand, including accrued interest of $61,000
|
146,100
|
|||
LH
Financial, $156,080 18.0% convertible promissory note, due on demand,
including accrued interest of $94,495
|
250,575
|
|||
2,040,855
|
||||
Less:
current maturities
|
1,276,686
|
|||
$
|
764,169
|
NOTE 7 |
LEASE
COMMITMENTS
|
NOTE 8 |
CAPITAL
STOCK
|
NOTE 9 |
STOCK
OPTION PLANS
|
NOTE 10 |
OTHER
COMMITMENTS AND
CONTINGENCIES
|
NOTE 11 |
SUBSEQUENT
EVENTS
|
ITEM 2. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Name
|
Common
Shares
Received
|
|
Renewal
Biodiesel Shares Owned
|
|
Average
Price Paid
|
|||||
Crivello
Group LLC (1)
|
666,666
|
166,700
|
$
|
0.01
|
||||||
Frank
P. Crivello SEP IRA (1)
|
13,333,333
|
3,334,000
|
$
|
0.01
|
||||||
John
King
|
2,300,000
|
575,115
|
$
|
0.01
|
||||||
David
Marks (2)
|
2,700,000
|
675,135
|
$
|
0.01
|
||||||
Other
investors as a group (17)
|
3,907,324
|
977,029
|
$
|
0.01
|
||||||
22,907,323
|
5,727,979
|
(1) |
Mr.
Crivello is also the managing member of Crivello Group,
LLC.
|
(2) |
Of
the shares attributed to Mr. Marks, 200,000 shares are registered
in the
name of the Irrevocable Children’s Trust of which Mr. Marks is a trustee
and 200,000 are registered in the name of Phoenix Investors, LLC
of which
Mr. Marks is Managing Director.
|
· |
Results
of operations for the three months ended June 30, 2007
(successor);
|
· |
Results
of operations for the period March 9, 2007 (date of inception) through
June 30, 2007 (successor);
|
· |
Results
of operations for the three months ended June 30, 2006
(predecessor);
|
· |
Results
of operations for the three months ended March 31, 2007
(predecessor);
|
· |
Results
of operations for the six months ended June 30, 2006
(predecessor);
|
For
the three months ended June 30, 2007
(unaudited)
|
|||||||
Revenues
|
$ |
244,087
|
100.0
|
%
|
|||
Cost
of Sales
|
142,342
|
58.3
|
%
|
||||
Gross
Profit
|
101,745
|
41.7
|
%
|
||||
Advertising
Expenses
|
43,815
|
18.0
|
%
|
||||
G&A
Expenses
|
448,310
|
183.7
|
%
|
||||
Stock
Based Transaction Expense
|
5,131,231
|
2,102
|
%
|
||||
Occupancy
and Equipment
|
8,257
|
3.4
|
%
|
||||
Operating
Loss
|
(5,529,868
|
)
|
(2,265
|
%)
|
|||
Net
Financial (Income) Expense
|
593,994
|
(244
|
%)
|
||||
Provision
for Income Taxes
|
-
|
-
|
|||||
Net
Loss
|
(6,123,862
|
)
|
(2,509
|
%)
|
For
the period March 9, 2007 (date of inception) through June 30, 2007
(unaudited)
|
|||||||
Revenues
|
$ |
244,087
|
100.0
|
%
|
|||
Cost
of Sales
|
142,342
|
58.3
|
%
|
||||
Gross
Profit
|
101,745
|
41.7
|
%
|
||||
Advertising
Expenses
|
43,983
|
18.0
|
%
|
||||
G&A
Expenses
|
481,557
|
197.3
|
%
|
||||
Stock
Based Transaction Expense
|
5,131,231
|
2,102
|
%
|
||||
Occupancy
and Equipment
|
8,257
|
3.4
|
%
|
||||
Operating
Loss
|
(5,563,283
|
)
|
(2,279
|
%)
|
|||
Net
Financial (Income) Expense
|
595,921
|
244
|
%
|
||||
Provision
for Income Taxes
|
-
|
-
|
|||||
Net
Loss
|
(6,159,204
|
)
|
(2,523
|
%)
|
For
the three months ended June 30, 2006
(unaudited)
|
|||||||
Revenues
|
$
|
503,061
|
100.0
|
%
|
|||
Cost
of Sales
|
331,449
|
65.9
|
%
|
||||
Gross
Profit
|
171,612
|
34.1
|
%
|
||||
Advertising
Expenses
|
8,762
|
1.7
|
%
|
||||
G&A
Expenses
|
99,070
|
19.7
|
%
|
||||
Stock
Based Transaction Expense
|
-
|
-
|
|||||
Occupancy
and Equipment
|
23,900
|
4.8
|
%
|
||||
Operating
Income
|
39,880
|
7.9
|
%
|
||||
Net
Financial (Income) Expense
|
-
|
-
|
|||||
Provision
for Income Taxes
|
-
|
-
|
|||||
Net
Income
|
39,880
|
7.9
|
%
|
For
the three months ended March 31, 2007
(unaudited)
|
|||||||
Revenues
|
$
|
104,360
|
100.0
|
%
|
|||
Cost
of Sales
|
76,802
|
73.6
|
%
|
||||
Gross
Profit
|
27,558
|
26.4
|
%
|
||||
Advertising
Expenses
|
8,474
|
8.1
|
%
|
||||
G&A
Expenses
|
79,879
|
76.5
|
%
|
||||
Stock
Based Transaction Expense
|
-
|
-
|
|||||
Occupancy
and Equipment
|
18,666
|
17.9
|
%
|
||||
Operating
Loss
|
(79,461
|
)
|
(76.1
|
%)
|
|||
Net
Financial (Income) Expense
|
-
|
-
|
|||||
Provision
for Income Taxes
|
-
|
-
|
|||||
Net
Loss
|
(79,461
|
)
|
(76.1
|
%)
|
For
the six months ended June 30, 2006 (unaudited)
|
|||||||
Revenues
|
$
|
1,067,427
|
100.0
|
%
|
|||
Cost
of Sales
|
683,416
|
64.0
|
%
|
||||
Gross
Profit
|
384,011
|
36.0
|
%
|
||||
Advertising
Expenses
|
18,088
|
1.7
|
%
|
||||
G&A
Expenses
|
218,447
|
20.5
|
%
|
||||
Stock
Based Transaction Expense
|
-
|
-
|
|||||
Occupancy
and Equipment
|
69,930
|
6.6
|
%
|
||||
Operating
Income
|
77,546
|
7.2
|
%
|
||||
Net
Financial (Income) Expense
|
-
|
-
|
|||||
Provision
for Income Taxes
|
-
|
-
|
|||||
Net
Income
|
77,546
|
7.2
|
%
|
|
·
|
Revenue
Recognition
|
|
·
|
Allowance
for Doubtful Accounts
|
·
|
Derivative
Financial Instruments
|
|
|
·
|
Warranty
Obligations
|
·
|
Inventory
Obsolescence
|
Issued
|
Statement
|
|
February
2006
|
FAS
155 - “Accounting for Certain Hybrid Financial Instruments; an amendment
of Financial Accounting Standard Nos. 133 and 140" (“FAS
155”)
|
|
March
2006
|
FAS
156 - “Accounting for Servicing of Financial Assets, an amendment of FASB
Statement No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities”
|
|
June
2006
|
FAS
Interpretation 48 - "Accounting for Uncertainty in Income
Taxes"
|
|
September
2006
|
FAS
157 - “Fair Value Measurements”
|
|
September
2006
|
FAS
158 - “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans” - an amendment of FASB Statements No. 87, 88, 106,
and 132(R)”
|
|
February
2007
|
FAS
159 - “The Fair Value Option for Financial Assets and Financial
Liabilities—Including an amendment of FASB Statement No.
115”
|
|
ITEM 3. |
Controls
And Procedures.
|
Exhibit
Number
|
Description
|
|
3.1
|
Amendment
to Certificate of Incorporation of Tech Laboratories, Inc.
(1)
|
|
3.2
|
Amended
and Restated By-laws of Tech Laboratories, Inc. (1)
|
|
10.1
|
Agreement
and Plan of Merger, dated April 20, 2007, among Tech Laboratories,
Inc.,
Renewal Fuels Acquisitions, Inc. and Renewal Fuels, Inc.
(1)
|
|
10.2
|
Asset
Purchase Agreement, dated March 30, 2007, among Crivello Group, LLC,
Renewal Fuels, Inc. and Biodiesel Solutions, Inc. (1)
|
|
10.3
|
Securities
Purchase Agreement, dated April 20, 2007, by and between Tech
Laboratories, Inc. and Cornell Capital Partners L.P.
(1)
|
|
10.4
|
$1,000,000
principal amount Secured Convertible Debenture, dated April 20, 2007,
by
and between Tech Laboratories, Inc. and Cornell Capital Partners
L.P.
(1)
|
|
10.5
|
Warrant
to purchase 18,000,000 shares of Common Stock of Tech Laboratories,
Inc.
dated April 20, 2007 (1)
|
|
10.6
|
Registration
Rights Agreement, dated April 20, 2007, by and between Tech Laboratories,
Inc. and Cornell Capital Partners L.P. (1)
|
|
10.7
|
Pledge
and Escrow Agreement, dated April 20, 2007, by and between Tech
Laboratories, Inc., David Gonzalez and Cornell Capital Partners L.P.
(1)
|
|
10.8
|
Restated
Security Agreement, dated April 20, 2007, by and between Tech
Laboratories, Inc. and Cornell Capital Partners L.P.
(1)
|
|
10.9
|
Services
Agreement between Renewal Fuels, Inc. and Biodiesel Solutions, Inc.,
dated
as of March 30, 2007 (1)
|
|
10.10
|
Settlement
Agreement between Tech Laboratories, Inc. and Stursburg & Veith, dated
as of April 25, 2007 (1)
|
|
10.11
|
Amendment
No. 1 to Secured Convertible Debenture No. TCHL-1-1, dated May 31,
2007,
by and between Tech Laboratories, Inc. and Cornell Capital Partners
L.P.
(2)
|
|
10.12
|
Amended
and Restated $1,000,000 principal amount Secured Convertible Debenture,
dated May 31, 2007, by and between Tech Laboratories, Inc. and Cornell
Capital Partners L.P. (2)
|
|
10.13
|
Amendment
No. 1 to Secured Convertible Debenture No. TCHL-1-2, dated May 31,
2007,
by and between Tech Laboratories, Inc. and Cornell Capital Partners
L.P.
(2)
|
|
10.14
|
$400,000
principal amount Secured Convertible Debenture, dated May 31, 2007,
by and
between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
(2)
|
|
10.15
|
$300,000
principal amount Secured Convertible Debenture, dated December 27,
2005,
by and between Tech Laboratories, Inc. and Montgomery Equity Partners,
Ltd. (incorporated by reference to the exhibits to Registrant’s Form 8-K
filed on January 10, 2006).
|
|
10.16
|
Amendment
No. 1 to Secured Convertible Debenture No. MEP-2, dated May 31, 2007,
by
and between Tech Laboratories, Inc. and Montgomery Equity Partners,
Ltd.
(2)
|
|
10.17
|
Amended
and Restated $537,220 principal amount Secured Convertible Debenture,
dated December 27, 2005, by and between Tech Laboratories, Inc. and
Montgomery Equity Partners, Ltd. (incorporated by reference to the
exhibits to Registrant’s Form 8-K filed on January 10,
2006).
|
|
10.18
|
Amendment
No. 1 to Secured Convertible Debenture No. MEP-3, dated May 31, 2007,
by
and between Tech Laboratories, Inc. and Montgomery Equity Partners,
Ltd.
(2)
|
|
10.19
|
Agreement
and Plan of Merger, dated July 2, 2007, among Tech Laboratories,
Inc., BSI
Acquisitions, Inc. and Biodiesel Solutions, Inc. (3)
|
|
10.20
|
Securities
Purchase Agreement, dated July 2, 2007, by and between Tech Laboratories,
Inc. and Cornell Capital Partners L.P. (3)
|
|
10.21
|
$2,000,000
principal amount Secured Convertible Debenture, dated July 2, 2007,
by and
between Tech Laboratories, Inc. and Cornell Capital Partners L.P.
(3)
|
|
10.22
|
Warrant
to purchase 33,750,000 shares of Common Stock of Tech Laboratories,
Inc.
dated July 2, 2007 (3)
|
|
10.23
|
Amendment
No. 1 to Registration Rights Agreement, dated July 2, 2007, by and
between
Tech Laboratories, Inc. and Cornell Capital Partners L.P.
(3)
|
|
10.24
|
Security
Agreement, dated July 2, 2007, by and between Biodeisel Solutions,
Inc.,
Renewal Fuels, Inc. and Cornell Capital Partners L.P.
(3)
|
|
31.1
|
Certification of
the CEO, CFO pursuant to Rule 13a-14(a) or 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of the CEO, CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to
Section 906 of the Sarbanes-Oxley Act of
2002
|
TECH
LABORATORIES, INC.
|
||
|
|
|
Dated: August 16, 2007 | By: | /s/ John King |
John King, |
||
Chief
Executive Officer and Chief Financial Officer
|
||
(Principal
Financial and Accounting
Officer)
|