issuer information file

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ISSUER INFORMATION FILE
PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION
RULE 15c2-11
March 7, 2009
THE RENEWABLE CORPOATION
(A Washington Corporation)
TRADING SYMBOL:
NUMBER:
CUSIP
RNWC
10 6
75971W
TAX ID NUMBER:
RECORD:
34-2053146
SHAREHOLDERS OF
2,839
ISSUER’S EQUITY SECURITIES:
Common Equity Voting Shares
Issued and Outstanding Common Shares: 45,907,662
Issued and Outstanding Preferred Shares: 6,170,380
TRANSFER AGENT:
Action Stock Transfer
7069 S. Highland Dr. Suite 300
Salt Lake City, UT 84121
801-274-1088, fax 801-274-1099
Action Stock Transfer is registered with the SEC
Information provided pursuant to Rule 15c2-11 of the
Securities and Exchange Act of 1934, as amended
THE RENEWABLE CORPORATION
(A Washington Corporation)
CUSIP NUMBER:
75971W 10 6
ISSUER INFORMATION FILE
AS OF
February 20, 2009
Financials
as of
December 31, 2008
The information furnished herein has been prepared from the books and
records of the issuer by its officers and directors in accordance with the
Securities and Exchange Commission Rule 15c2-11 as amended, and is
intended only as a securities dealer informational file and:
No dealer, salesman or any other person has been authorized to give any
information, or to make any representations, not contained herein in
connection with the issuer. Such information or representations, if made,
must not be relied upon as having been authorized by the issuer, and:
Delivery of this information file does not at any time imply that the
information contained herein is correct as of any time subsequent to the date
first written above.
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Information required conforming to the provisions of
Subparagraph (a) (4) of Rule 15c2-11 promulgated by the Securities
And Exchange Commission under the Securities Exchange Act of 1934
PART A GENERAL COMPANY INFORMATION
Item 1. Exact name of the issuer and its predecessors:
The exact name of the Issuer is The Renewable Corporation as of 10/24/2008, formerly
known as Industrial Biotechnology Corporation since August 2, 2005, formerly known as
Newtrack Mining Corporation since August 5, 1999, formerly known as Track II
Industries, Inc. and Bare Track Industries, Inc. which was originally incorporated on
February 26, 1992., herein referred to as the “Issuer” or the “Company.
Item 2. Address of the issuer’s principal executive offices:
The address of the Issuer’s principal office is:
2033 Main Street
Suite 400
Sarasota, Florida 34237
Telephone (941) 925-2500
Facsimile (941) 925-2503
Website: www.therenewablecorp.com
Attn: Craig McClure VP Investor Relations
[email protected]
Item 3. Issuer’s state of incorporation:
The Issuer is a Washington corporation and is registered as a foreign corporation with the
state of Florida, the location of the issuer’s principal office.
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PART B SHARE STRUCTURE
Item 4. Exact title and class of the issuer’s securities:
The Issuer has 2,000,000,000 common shares authorized and has 150,000,000 shares of
preferred shares authorized.
1,880
1,250
62,500
6,104,750
27,000,000
18,907,662
1,250,000
Preferred Series A outstanding shares
Preferred Series B outstanding shares
Preferred Series C outstanding shares
Preferred Series D outstanding shares
Class A common outstanding shares
Common outstanding voting shares
2008-2009 ISO plan options (3,000,000 authorized)
CUSIP#:
SIC Code:
Secondary SIC Code:
Symbol:
75971W 10 6
2860
7340
RNWC
.
Item 5. Par or stated value of the issuer’s securities:
The Issuer’s 2,000,000,000 shares of common stock authorized have a par value of $0.001 and
the Issuer’s 150,000,000 shares of preferred stock have a par value of $0.001.



All preferred shares issued and outstanding; do not have a dividend, convert into 1 share
of common stock, have pari passau liquidation preference, and have one vote per share.
All Class A common stock has one vote, was issued to management, advisors, and
consultants to the company, and is subject to vesting, milestones, and leak out agreement.
There are not any provisions in the issuer’s charter or by laws that would delay, defer or
prevent a change of control of the issuer
Item 6. Number of shares or total amount of the issuer’s securities outstanding at the
end of the issuer’s 2 most recent fiscal years:
Common Stock
As of December 31, 2007 there was 2,000,000,000 authorized common shares, with
250,234 shares total outstanding and in the public float held by approximately 2,435
holders subsequent to the 4,016 to 1 reverse stock split on December 17, 2007. As of
December 31, 2008 there was 2,000,000,000 authorized common shares consisting of:
50,000,000 authorized Class A common shares, with 27,000,000 total issued and
outstanding, issued to management, advisors and consultants to the company subject to
vesting, milestones, and leak out provisions. There were 18,907,662 total common shares
outstanding, with 3,660,560 shares in the public float held by an estimated 2,839 holders.
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As of December 31, 2008, there were 45,907,662 shares of common stock issued and
outstanding consisting of 27,000,000 shares of Class A common stock and 18,907,662
shares of common stock.
Preferred Stock
As of December 31, 2007, there was 150,000,000 Preferred shares authorized consisting of
a total of 66,800,095 outstanding. This was comprised of 11,800,095 Series A Preferred
held by beneficial owners, and 55,000,000 Series B Preferred issued and outstanding held
by 10 members of management. The Series B preferred was reverse split at 4,000 to 1 in
June 2008. The Series A was reverse split in June 2008 at a ratio of 4,000 to 1 and the
previous investor subscribers of the company were issued Series D Preferred in the amount
of 6,104,750 issued and outstanding in June 2008.
As of December 31, 2008, there were 6,170,380 shares of preferred stock issued and
outstanding consisting of: 1,880 Series A Preferred held by 40 holders, 1,250 Series B
preferred held by 10 beneficial owners, 6,104,750 Series D preferred shares outstanding
held by 36 beneficial owners. Each share of preferred stock converts to shares of common
stock on a 1 for 1 basis. There were no shares of preferred stock in the public float.
PART C BUSINESS INFORMATION
Item 7. Name and address of the issuer’s stock transfer agent:
The Issuer’s Stock Transfer Agent is:
Action Stock Transfer
7069 S. Highland Dr. Suite 300
Salt Lake City, UT 84121
801-274-1088, fax 801-274-1099
Action Stock Transfer is registered with the SEC under the Exchange Act
Item 8. The nature of the issuer’s business:
A.
Business Development
1. The Issuer is a Washington corporation and is registered as a foreign corporation with the
state of Florida, the location of the issuer’s principal office.
2. The Issuer is organized under the laws of the State of Washington since 2004, but was
previously organized under the laws of the State of Nevada and the Province of British
Columbia, Canada. The Issuer’s inception date of incorporation is February 26, 1992 as
Bare Track Investments, Inc. in the Province of British Columbia, Canada. The
Company then changed its name to Track II Industries, Inc. and changed its domicile to
the State of Nevada on August 5, 1999. The Company then changed its name to
Newtrack Mining Corporation and then changed domicile to the State of Washington on
July 15, 2004 and then changing its name to Industrial Biotechnology Corporation on
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August 2, 2005. On 10/24/2008 the company changed its name to The Renewable
Corporation.
3. The Company’s fiscal year end is December 31.
4. The Issuer has never filed bankruptcy.
5. There was a material reclassification of the business via the acquisition of the assets and
share exchange of Advanced Bioscience, Inc., a Florida corporation on August 5, 2005
whereby the Issuer entered into the business of the development of certain patents
licensed for commercial use on August 5, 2005.
6. There have been defaults on indebtedness of the company. Please see part C number 11,
financial statements and accompanied footnotes. The company presently has accrued
unpaid liabilities and contingent liabilities. The company is a developmental stage
company with no revenues and must raise additional capital in order to fund its
operations. The company underwent a reorganization recapitalization in November
December 2008 time period due to economic crisis and lack of operating capital and
revenues. The company restructured equity of the company provided to former
management via a reverse split. The preferred stock investors of the company were not
affected. In December, the company issued class A common shares to management and
advisors of the company that contained vesting, performance and leak out provisions
subordinate to the preferred stock investors of the company. The company underwent
various measures to reduce its liabilities in the 4th quarter resulting in a liability reduction
of $899,085 and an increase of contingent liabilities of $347,585 as of December 31,
2008. The company is currently in process of converting certain accounts payable,
liabilities and accrued unpaid management fees into equity of the company.
7. There was a change of control and reclassification of the business on August 5, 2005
upon the acquisition of the assets of Advanced Bioscience, Inc., a Florida corporation.
The Issuer entered into the business of the commercial development of certain licensed
patents held by Advanced Bioscience, Inc, and the issuer effected a change of all of its
officers and directors.
8. The Issuer increased it’s issued and outstanding share capital with the acquisition of the
Advanced Bioscience, Inc.’s assets. On August 6, 2005 it acquired 100% of Advance
Bioscience, Inc.'s preferred stock outstanding in exchange for 10,000,000 shares of the
Company's common stock. On January 18, 2006 the Company acquired 100% of
Advanced Flavors & Fragrances, Inc's (AFFI) preferred stock outstanding in exchange
for 7,200,095 shares of the Company's common stock. Subsequently AFFI's name was
changed to IBC Technologies Corporation. On May 1, 2006 the Company acquired 100%
of Bio-Repellant Technologies, Inc.'s preferred stock outstanding in exchange for
3,865,979 shares of the Company's common stock. On August 29, 2006 the Company
acquired 100% of Advanced Pheromone Technologies, Inc. common stock outstanding in
exchange for 4,642,857 shares of the Company's common stock. The company
authorized 15,000,000 Series A Preferred stock at $.020 per share and issued 11,800,095
shares between August 2005 and December 2007. In December, 2007 the company
declared a reverse split of all of its common stock outstanding at a ratio of 4,016 to 1. The
company declared a reverse split of all of its preferred Stock outstanding a ratio of 4,000
to 1 in June 2008. The company authorized and re-issued 6,104,750 Series D preferred to
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the former Preferred A subscribed investors of the company. The Company issued 1,250
post split shares of Series B preferred to management and consultants to the company.
The company issued 27,000,000 shares of Class A common restricted stock to
management, advisors and consultants of the company in December 2008. The Company
formed two subsidiaries in the fourth quarter of 2007, Renewable Fuels of America
(RFAC) and Renewable Chemicals Corporation (RCC). Renewable products and
Services Corporation was formed in the fourth quarter of 2008. The acquisitions of the
subsidiaries were accounted for under the purchase method of accounting, and
consolidated financial statements herein reflect the inclusion of all of the acquired and
created subsidiary's results since their respective origination dates.
9. In December, 2007 the company declared a reverse split of all of its common stock
outstanding at a ratio of 4,016 to 1. The company recapitalized its outstanding preferred
shares and declared a 4,000 to 1 reverse split in June 2008, and then subsequently
reissued Series D preferred shares to the previous investor/ subscribers of the company’s
Preferred Stock. The company issued 27,000,000 shares of Class A common restricted
stock to management, advisors and consultants of the company in December 2008 based
upon milestones, vesting and leak out provisions. The Company formed two subsidiaries
in the fourth quarter of 2007, Renewable Fuels of America (RFAC) and Renewable
Chemicals Corporation (RCC). Renewable products and Services Corporation was
formed in the fourth quarter of 2008. At this time, the company does not intent or plan on
any future spin-off of any subsidiary.
10. The Issuer’s securities have never been de-listed by any securities exchange or
NASDAQ.
11. The company was the subject of a lawsuit filed in Sarasota county Florida on February 6,
2008 for the payment of unpaid rent for its principal offices in the amount of $29,203.74
which was disputed by the company. The company settled with the Plaintiff landlord in
exchange for common shares of the company. The company has maintained its lease in
good standing at the same principal office location from October 2004 to present. The
company, its officers, and other related parties were the subject of a threatened legal
proceeding by a Series A preferred share subscribed shareholder that purchased 600,000
Series A Preferred stock at $.020 per share in December 2007 and March 2008 for a total
of $120,000. The company repurchased the shares retiring them to the treasury of the
company in November 2008 for a total of $187,000 including legal fees. The parties
executed mutual releases and hold harmless agreements. The company has agreed to
rescind and repurchase the shares of related party subscribers representing purchases of
$6,000 and $10,000 respectively. There are no other current, past, pending or threatened
legal proceedings.
B. Business of the Issuer
The Renewable Corporation, including its wholly owned subsidiaries, (collectively "TRC”, the
“issuer” or the "Company") provides products, services and technologies using renewable
resources and alternative energy solutions via its operating subsidiaries; Renewable Chemicals
Corporation, Renewable Products & Services Corporation and Renewable Fuels of America, Inc.
The company has a strategic partnership and ethanol feedstock supply relationship with COSAN
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SA, based in Brazil. COSAN is one of the largest producers of sugar and ethanol in the world
with annual crushing capacity of more than 44 million tonnes. The company develops renewable
chemical projects using sugarcane ethanol, provided by COSAN, as an alternative to petroleum
or petrochemicals. COSAN controls each plant project developed by the company via a Right of
First Refusal option agreement to purchase 51% controlling interest at par value. The company
also works in conjunction with COSAN to import sugarcane ethanol into the United States in
selected coastal areas logistically and economically favorable to a port entry supply. The
company targets existing independent ethanol distributors of corn ethanol for joint venture
partnerships.
TRC via its operating subsidiary Renewable Chemicals Corporation is in the process of
establishing renewable chemical plants for the conversion of sugarcane ethanol into renewable
chemicals and plastics used in consumer packaging applications. Renewable Chemicals
Corporation has an agreement for purchase commitment and right of first refusal from one of the
world’s largest consumer packaged goods companies, contingent upon competitive pricing to
petroleum based high density polyethylene and other terms related to specifications and
exclusivity rights. The company has completed various progress milestones and economic
feasibility, technology studies, and construction costs for a specific plant to be located in the gulf
coast United States. The company plans to commence final engineering studies this year that
would convert imported Brazilian sugarcane ethanol into ethylene with an annual capacity of
250,000 Metric tons. The company is also involved with the feasibility and initial business
development for other similar projects and other ethanol derivative chemicals. The company has
specific agreements with Cosan to provide ethanol to the plant project(s) contingent upon final
pricing terms as well as providing COSAN with a 51% controlling interest via an option
agreement to purchase common shares at $.001 (par value).
The company via its subsidiary Renewable Fuels of America Inc., plans to import Brazilian
ethanol provided by COSAN for use as an alternative fuel in those United States coastal areas
logistically and economically feasible to a port entry supply. The company’s business and
distribution strategy is the formation of joint ventures with existing distributors of Midwest corn
ethanol and replace or compliment their supply at the same or lower costs in exchange for joint
venture participation in the $0.51 cent per gallon federal blender’s credit. COSAN provides the
ethanol on consignment for each established joint venture and then shares margin interest and
revenues with the company. The company has identified and targeted multiple coastal area
ethanol distributors in the SE portion of the United States, including an existing Mid-Atlantic
independent with monthly distribution of more than 10,000,000 gallons of corn ethanol. The
company has obtained storage tank agreements logistically feasible to the distributor to provide
supply and will commence operations and revenue at such time as it becomes economically
feasible. The successful importation of Brazilian ethanol as an alternative to corn is subject to
many factors including fluctuating prices of sugar, corn, currency exchange as well as shipping
costs, import tariffs and duties. The company was anticipating imported shipments in the late 3rd
quarter 2008, until the rapid decline of oil prices, world economic crisis and currency
devaluation caused progress to be temporarily halted until prices were stabilized and
economically feasible. The historical economic feasibility of importing Brazilian sugarcane
ethanol to the United States compared to Midwest corn ethanol pricing has varied widely since
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the United States renewable fuels mandate commenced in 2006. Sugarcane is considered the
most efficient renewable resource and when compared to corn; has an energy balance 7 times
greater, does not rely on a competing food source, yields more than twice as much energy per
acre, and has 3 times greater reduction in greenhouse gas emissions.
The company, via its newly formed subsidiary Renewable Products and Services Corporation
“RPS”, plans to provide renewable and alternative energy products, services and solutions via a
national independent renewable technician network to retrofit residential, commercial,
government and municipal buildings to increase energy efficiency and reduce costs. The
company is currently interviewing and establishing agreements with an independent national
network of company authorized Renewable Technician distributors in geographical exclusive
territories responsible for their own business, marketing and start up costs. RPS will provide
these technicians access to technology products such as solar, wind, heating and cooling products
and appliances, customized software, marketing tools and resources, training and certification,
back office administration, call center support, and web based product information and order
fulfillment. The company will oversee and provide access to its distributors and customers’ with
available financing alternatives, government backed loans, and sate and local tax credits under
the newly enacted Renewable and alternative energy government spending programs.
The Company changed its name to The Renewable Corporation on October 24, 2008 from
Industrial Biotechnology Corporation for marketing and branding purposes while maintaining
the same overall business development objectives and focus. The issuer was organized in the
jurisdiction of the province of British Columbia on February 26, 1992 as Bare Track
Investments, Inc and then changed its domicile to Nevada as Track II Industries, Inc. on August
5, 1999. The Company then changed its domicile to the State of Washington and changed its
name to Newtrack Mining Corporation on July 15, 2004. The Company then changed its name to
Industrial Biotechnology Corporation on August 2, 2005 simultaneous to a change of
management control and the acquisition of Advanced Biosciences. The company acquired
various patent licenses for biological chemical related and designer enzyme technologies from
Oxford, Rice, and Washington State University. The company ceased all business development
efforts related to the licensed patents and designer enzyme technologies in early 2008. The
company shifted its focus to ethanol or biorenewable chemicals as an alternative to petroleum
chemicals in 2007 based upon; market and customer feedback, renewable & sustainable political
and global trends to decrease dependence on petroleum and global warming concerns.
1. The issuers primary SIC code is 2860. The issuers secondary SIC code is 7340.
2. The Company is a business development stage company with no revenues. The company
will require additional equity and /or debt financing to maintain ongoing operations.
3. The issuer has not previously been a shell company as defined by the Securities act rule
405, or an asset backed issuer, as defined by item 1101(b) of regulation AB.
4. The Renewable Corporation, including its wholly owned subsidiaries, (collectively
"TRC”, the “issuer” or the "Company") provides products, services and technologies
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using renewable resources and alternative energy solutions via its operating subsidiaries;
Renewable Chemicals Corporation, Renewable Products & Services Corporation and
Renewable Fuels of America, Inc. The company has a strategic partnership and ethanol
feedstock supply relationship with COSAN SA, based in Brazil. COSAN is one of the
largest producers of sugar and ethanol in the world with annual crushing capacity of more
than 44 million tons. The company develops renewable chemical projects using
sugarcane ethanol, provided by COSAN, as an alternative to petroleum or
petrochemicals. COSAN controls each plant project developed by the company via a
Right of First Refusal option agreement to purchase a 51% controlling interest at par
value with an agreement reached in early 2008. The company works closely in
conjunction with COSAN to import sugarcane ethanol into the United States in selected
coastal areas logistically and economically favorable to a port entry supply. The company
targets existing independent ethanol distributors of corn ethanol for joint venture
partnerships. Renewable Chemical Corporation and Renewable Fuels of America Inc are
wholly owned subsidiaries and were formed in the fourth quarter of 2007. Renewable
Products and Services Corporation was formed in the fourth quarter of 2008. On August
6, 2005 the company acquired 100% of Advance Bioscience, Inc.'s preferred stock
outstanding in exchange for shares of the Company's common stock. On January 18,
2006 the Company acquired 100% of Advanced Flavors & Fragrances, Inc's (AFFI)
preferred stock outstanding in exchange for shares of the Company's common stock.
Subsequently AFFI's name was changed to IBC Technologies Corporation. On May 1,
2006 the Company acquired 100% of Bio-Repellant Technologies, Inc.'s preferred stock
outstanding in exchange for shares of the Company's common stock. On August 29, 2006
the Company acquired 100% of Advanced Pheromone Technologies, Inc. common stock
outstanding in exchange for shares of the Company's common stock. The acquisitions
were accounted for under the purchase method of accounting, and consolidated financial
statements herein reflect the inclusion of all of the subsidiary's results since their
respective acquisition dates.
5. The company and its operations are highly subject to government regulation. The ethanol
alternative fuel industry is highly regulated with various local, state & federal laws
regulating its distribution, transportation, and disposition. There are numerous laws
regulations, incentives, duties, tariffs, and taxes that are currently in place for ethanol as
an alternative fuel or use for industrial purposes that are in constant state of updating,
modification and changes. The conversion of ethanol into ethylene and or plastic
polymers is also regulated by local, state and federal agencies including the ATF and
OSHA.
6. The company ceased all research and development activities related to the commercial
patent licenses acquired from Oxford, Rice and Washington State University in early
2007. The company presently licenses its research for the purposes of renewable
chemicals and must typically pay for engineering feasibility studies and costs models for
specific projects. This information gathering is overseen by the company and obtained
and coordinated from multiple supply chain partners. The company employs in house
research staff to procure and update energy efficiency information data and cost modeling
on a continual basis.
7. The costs and effects of compliance with environmental law at the local state, and federal
level will require significant compliance and legal expenses. The company provides
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renewable alternative energy products, technologies, and services that improve energy
efficiency and reduce environmental impact and carbon emissions currently having many
government sponsored programs, incentives, and subsidies.
8. The company currently has 9 employees, 5 outside consultants and numerous other paid
advisors as needed by the company.
Item 9. The nature of products and services offered
A. The Renewable Corporation, including its wholly owned subsidiaries, (collectively
"TRC”, the “issuer” or the "Company") provides products, services and technologies
using renewable resources and alternative energy solutions via its operating
subsidiaries; Renewable Chemicals Corporation, Renewable Products & Services
Corporation and Renewable Fuels of America, Inc. The company has a strategic
partnership and ethanol feedstock supply relationship with COSAN SA, based in
Brazil. COSAN is one of the largest producers of sugar and ethanol in the world with
annual crushing capacity of more than 44 million Metric tons. The company develops
renewable chemical projects using sugarcane ethanol, provided by COSAN, as an
alternative to petroleum or petrochemicals. COSAN controls each plant project
developed by the company via a Right of First Refusal option agreement to purchase
51% controlling interest at par value. The company’s customers are consumer
packaging goods companies that are seeking renewable sustainable solutions that
decrease dependence upon petroleum, and to gain a competitive marketing advantage.
A global consumer packaged goods company executed an agreement with the company
that contained certain right of first refusals for specific product lines, purchase order
specifications and timelines, and other terms subject to final pricing. The company
provided financing to complete an economic feasibility study that is to be credited
towards free goods from the company. The company also works in conjunction with
COSAN to import sugarcane ethanol into the United States in selected coastal areas
logistically and economically favorable to a port entry supply. The company targets
existing independent ethanol distributors of corn ethanol for joint venture partnerships.
TRC, via its operating subsidiary Renewable Chemicals Corporation is in the process
of establishing renewable chemical plants for the conversion of sugarcane ethanol into
renewable chemicals and plastics used in consumer packaging applications. Renewable
Chemicals Corporation has an agreement for purchase commitment and right of first
refusal from one of the world’s largest consumer packaging goods companies,
contingent upon competitive pricing to petroleum based high density polyethylene and
other terms related to specifications and exclusivity rights. The company is currently in
progress with economic feasibility studies and the commencement of engineering
studies and costs for a specific plant to be located in the US gulf coast region that
would convert imported Brazilian sugarcane ethanol into ethylene with an annual
capacity of 250,000 Metric tons. The company is also involved with the feasibility and
development stages for other projects and other ethanol derivative chemicals. The
company has specific agreements with Cosan to provide ethanol to the plant project(s)
contingent upon final pricing terms as well as providing COSAN with a 51%
controlling interest via an option agreement to purchase common shares of Renewable
Chemicals corporation at .001 (par value).
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The company via its subsidiary Renewable Fuels of America Inc., plans to import
Brazilian ethanol provided by COSAN for use as an alternative fuel in those coastal
United States areas logistically and economically feasible to a port entry supply. The
company’s business and distribution strategy is to form joint ventures with existing
ethanol distributors of Midwest corn ethanol and replace or compliment their supply at
the same or lower costs in exchange for joint venture participation in the $0.51 cent per
gallon federal blender’s credit. COSAN provides the ethanol on consignment for each
established joint venture and then shares margin interest and revenues with the
company. The company has identified and targeted multiple coastal area ethanol
distributors in the SE portion of the United States, including an existing Mid-Atlantic
independent with monthly distribution of more than 10,000,000 gallons of corn
ethanol. The company has obtained storage tank agreements logistically feasible to the
distributor and will commence operations and revenue at such time as it becomes
economically feasible due to its commodity pricing fluctuations. The successful
importation of Brazilian ethanol as an alternative to corn is subject to many factors
including fluctuating prices of sugar, corn, currency exchange as well as shipping
costs, import tariffs and duties. The company was anticipating import shipments in the
late 3rd quarter 2008, until the rapid decline of oil prices, world economic crisis and
currency devaluation caused progress to be temporarily halted. The historical economic
feasibility of importing Brazilian sugarcane ethanol as compared to Midwest corn
ethanol pricing has varied widely since the United States renewable fuels mandate
commenced in 2006. Sugarcane is considered the most efficient renewable resource
and when compared to corn; has an energy balance 7 times greater, does not rely on a
competing food source, yields more than twice as much energy per acre, and has 3
times greater reduction in greenhouse gas emissions.
The company, via its newly formed subsidiary Renewable Products and Services
Corporation “RPS”, plans to provide renewable and alternative energy products,
solutions and services via a national independent renewable technician network to
retrofit residential, commercial, government and municipal buildings to increase
energy efficiency and reduce costs. The company is currently interviewing and
establishing agreements with an independent national network of company authorized
Renewable Technician distributors in geographical exclusive territories responsible for
their own business, marketing and start up costs. RPS
will provide these technicians
access to technology products such as solar, wind, heating and cooling products,
appliances, customized software, marketing tools and resources, training and
certification, back office administration, call center support, and web based product
information and order fulfillment. The company will oversee and provide access to its
distributors and customers’ with available financing alternatives, government backed
loans, and state and local tax credits under the newly enacted Renewable and
alternative energy government spending programs. This company was recently formed
and is in the developmental stage of incubation and initial planning stages.
B. The company relies on the distribution and shipping expertise and relationships of
COSAN SA, the issuer’s ethanol supplier and joint venture projects partner. COSAN,
based in Brazil, is one of the largest producers of sugar and ethanol in the world with
annual crushing capacity of more than 44 million tonnes. COSAN trades on the NYSE.
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C. The company currently has completed specific economic and technological feasibility
studies for the conversion of ethanol, a renewable resource, into plastics such as high
density and low density polyethylene used in consumer packaging applications. The
company has a signed agreement with a leading gulf coast manufacturer and provider
of Low density and high density polyethylene that specifies pursuing mutual
engineering and economic feasibility studies to construct a 250,000 metric ton ethanol
to ethylene plant with estimated construction costs of $135 million dollars. The plant
proposed would be adjacent to the gulf coast manufacturers existing plant. The
agreement discusses the establishment of a joint venture to include COSAN that would
produce renewable plastics for consumer package applications as an alternative to
petroleum based plastics.
D. The technologies, expertise, and conditions to manufacture chemicals and plastics from
ethanol is not a new technology development. Some of the first plastics produced were
made from ethanol and then replaced by petroleum as it became an abundant feedstock
source. There are currently existing ethanol conversion plants in India and many are
planned and in construction progress in Brazil. At present, to the best of the company’s
knowledge there are no current or immediate plans or competitive information to
believe that there are plans in the United States, although there is considerable
discussions and developments in the field of renewable and sustainable solutions based
upon the current cultural and economic “green” climate conditions and the focus on
reducing carbon emissions. The majority of the costs involved to produce the targeted
chemicals are the costs related to ethanol. The company has an ethanol supplier
relationship and joint venture equity partnership with COSAN. Based in Brazil,
COSAN is one of the largest producers of sugar and ethanol in the world with annual
crushing capacity of more than 44 million Metric tons. Sugarcane is considered the
most efficient renewable resource and when compared to corn; has an energy balance 7
times greater, does not rely on a competing food source, yields more than twice as
much energy per acre, and has 3 times greater reduction in greenhouse gas emissions.
The company believes this relationship provides a distinct competitive advantage. The
company plans on utilizing the feedstock source for chemicals which is in direct
competition with both alternative fuel and uses for sugar.
E. The company’s raw materials and renewable resources provider is COSAN. Based in
Brazil, COSAN is one of the largest producers of sugar and ethanol in the world with
annual crushing capacity of more than 44 million tons. Sugarcane is considered the
most efficient renewable resource and when compared to corn; has an energy balance 7
times greater, does not rely on a competing food source, yields more than twice as
much energy per acre, and has 3 times greater reduction in greenhouse gas emissions.
F. The company’s current gulf coast United States renewable chemical project is
dependent upon the interest commitment of a global consumer packaged goods
company. The company entered into an agreement with the consumer packaging Goods
Company that provides them certain rights of first refusal for specific product lines as
well as outlining terms and conditions of pricing and quantity purchase contingent
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upon satisfactory economic feasibility outcome. The company is currently evaluating
specific manufacturing partners in the gulf coast and accumulating pro-forma pricing
data proposals for the construction of an ethanol to ethylene plant estimated at 250,000
metric ton annual capacity with construction costs estimated at 135 million dollars. The
plant will provide renewable ethylene for the further conversion into renewable plastics
to meet customer demand and interest. This agreement and relationship is exclusive to
the company only and the packaged goods company is free to utilize other sources and
solutions.
G. The company ceased all business activities related to the commercial patent licenses
previously acquired via Oxford, Rice and Washington State University’s in 2007 to
focus on renewable chemicals derived from sustainable natural resource. The company
has applied for and or owns various trademarks involving the Alchemx Production
Platforms ™. The company is applying for the trademark Renewable Technician™.
H. There is not any unusual government approval that is contingent or required for the
plant construction other than the typically required local state and federal permitting
and construction permits applications and guidelines that are normal and customary.
Item 10. The nature and extent of the Issuers facilities
The Renewable Corporation corporate headquarters and administrative offices are in
Sarasota, Florida which is comprised of approximately 1,500 square feet. The company has
maintained this location since October 2004 for $4,379.41 per month. The company
utilizes office in Sao Paulo Brazil headquarters of COSAN on an as needed basis free of
charge. The company pays for a vehicle lease used by the Chairman/CEO of the company
at the rate of approximately $700 per month.
PART D MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION
Item 11. CEO, Directors, officers, and control persons
A- 1-6
Officers and Directors
Andy Badolato, Chairman, Chief Executive Officer -44- Mr. Badolato has 22 yrs
experience in Venture Capital, Technology Transfer, M&A transactions, Mezzanine and
Public equity financings; and the creation, business development, and oversight of public and
private companies. Mr. Badolato has been a cofounder and or early stage investor in 23 plus
companies that have raised over one billion in private equity and obtained an aggregate high
market capitalization of over 29 billion dollars. He was the founder, President and Director of
MILCOM Technologies successfully licensing over 1.6 billion dollars of research and
development from Lockheed Martin. MILCOM, a leader in commercializing technologies
that originate in the defense industry, has launched thirteen companies that have obtained
over 600 million dollars in venture capital. Mr. Badolato was VP Corporate finance of St
James, the founder and initial seed round investors of Inktomi, a company that obtained a 20
billion dollar public market valuation. Mr. Badolato was the founding President and Director
of SinoFresh HealthCare, Inc, a developer and marketer of innovative therapies to treat
inflammatory and infectious diseases of the upper respiratory system. Mr. Badolato
successfully launched the Company's lead product, SinoFresh(TM) Nasal, Oral & Sinus
14
Care, to a national distribution contract making it available in over 20,000 retail outlets
nationwide. Mr. Badolato is a cofounder of The Renewable Corporation and the predecessor
company’s since 2004. He also is Director of White Knights & Vultures LLC., a Venture
Capital incubation & merchant bank. Mr. Badolato graduated from St. Thomas of Villanova
University in Miami, Florida, with a Bachelors of Arts in Business. ($90,000 per year plus
commissions and milestone bonuses)
Lavanya Chandramouli, Research Analyst-31- Ms. Chandramouli has extensive research
experience in financial, Intellectual Property and Patents, and market analysis having worked
both at UTEK Corporation and University of South Florida (USF) overseeing commercial
technology transfer and patent licensing. Ms. Chandramouli worked as a Research Engineer
at the Saban Research Institute of Children’s Hospital in Los Angeles, California and
designed genetic algorithms for a wireless sensor network to monitor patients. Ms.
Chandramouli has an MBA (spring 2009) and an M.S degree in Electrical Engineering from
the University of South Florida. She also currently serves on the USF International Business
Board. (up to $40,000 annually, TBD)
Ron Doran, Director and Vice President Sales-45- Mr. Doran has extensive sales and
marketing experience in Asian market product development, distribution, outsourcing and
manufacturing channels. Mr. Doran has also served as a merchant banker and has overseen
development, financing, and strategic relationships for various healthcare and technology
companies including Uniphyd Corporation, Milcom, and Terranex. Mr. Doran is a cofounder
of The Renewable. (up to $30,000 per year plus commissions and bonuses)
Craig McClure, Vice President Investor and Public Relations-47 Mr. McClure has 20
years experience in investment management, retail brokerage, and venture capital. He has
worked at Wachovia Securities, Aegon NV Brokerage, and LaSalle St. Securities as a
Registered Representative and Branch Manager. He has experience in both public and private
capital transactions and has worked with a vast number of clients and market transactions.
Mr. McClure attended State University of New York at Potsdam. (Up to $40,000 per year)
Harvey Hendler, Strategic Planning- Mr. Hendler specializes in strategic business planning
and operations. His corporate clients include: Dow, Ciba, GlaxoSmithKline, InfoMedics,
Monsanto, Pfizer, Roche, Millennium chemicals, FMC Corporation and International Paper.
Mr. Hendler has a Master of Science Degree in Management from the New Jersey Institute of
Technology. (Compensation as needed per strategic planning conferences and reimbursement
of expenses)
Gurinder Shahi, MD, PhD, MPH. Chief Technologist & Chairman Scientific Advisory
Board- Dr. Shahi is a physician with training in molecular biochemistry and in international
policy and management. He is a leading expert on technology innovation and change
management in healthcare and the life sciences, and has a particular interest in the
commercialization of promising new bio-technologies to address environmental, energy,
health and socio-economic development concerns. He has played a key role in the
development of several major international initiatives including the International Vaccine
Institute (now based in Seoul, Korea), the Asia-Pacific International Molecular Biology
15
Network and the Global BioBusiness Initiative, and has served as advisor and consultant to
leading international organizations, governments, corporations and foundations around the
world. He has also been actively involved in establishing and providing strategic and
management input to a range of promising technology enterprises including Lynk
Biotechnologies (Asia) and The Renewable Corporation (US/Europe/Asia/Latin America).
Dr. Shahi has authored over 60 articles, journal papers and conference presentations
and served as lead editor for International Perspectives on Environment, Development and
Health: Toward a Sustainable World (GS Shahi, BS Levy, A Binger, T Kjellstrom and RS
Lawrence, Springer Publishing Company, New York, 1997). His books include BioBusiness
in Asia: How Asia Can Capitalize on the Life Science Revolution (Pearson Prentice Hall,
2004) and Financing Technology Innovation (with Joseph Greco, GBI Books, 2007). Dr
Shahi holds an MD and PhD (in molecular biochemistry) from the National University of
Singapore and an MPH (International Policy and Management) from Harvard
University.He has been a Warren Weaver Fellow (Global Environment and Health
Sciences) at The Rockefeller Foundation. (Compensation as needed)
Gary Howell, Ph.D., Advisory Board- Former Vice President Business DevelopmentDr. Howell has overseen and led diverse businesses within consumer products,
biotechnology, R&D, and technology transfer. He has held leadership roles in organizations
ranging from start-ups to Fortune 500 corporations with responsibilities in technology
assessment, strategy development, market research and business development. Dr. Howell
served as Director of the Cincinnati Center for Clinical Research and Head of Venture
Development at Cincinnati Children's Hospital Medical Center; interim CEO of Genomatix
(now Intrexon), a biotechnology company; and at Procter & Gamble Analytical Chemistry
and Technology/Product Development departments. Dr. Howell holds several degrees,
including: a Ph.D. and M.S. in Chemistry from Cornell University and a B.S. in Chemistry,
cum laude, from the State University of New York College at Cortland. In addition, his
association memberships have included: the Association of University Technology
Managers, American Chemical Society, and American Association for the Advancement of
Science and Sigma Xi. ( a former paid employees of the company at the rate of $70,000 per
annum, compensation as needed plus finders fee agreement for business development in
progress)
Larry Drumm- Advisory Board -Mr. Drumm has extensive experience in the The
Renewable industry. He has served as a senior executive at many companies including; BioTechnical Resources (A division of Arkion Life Sciences LLC) as Vice-President, Business
Development, at DCV (a group of DuPont/ConAgra companies) now called Arkion, as
Development Manager of Biochemical Products, Director of Marketing and Strategic
Planning and Director of Marketing, BTR Separations. At Genencor International, formerly
Eastman Kodak Company, Mr. Drumm served as Director of Business Development,
Manager of Commercial Development and Manager of Marketing Planning. At Eastman
Chemical Products, Inc. Mr. Drumm served as Product Supervisor and Marketing
Representative. Mr. Drumm holds an M.B.A. from University of Hartford and a B.S. in
Chemical Engineering, University of Cincinnati. Mr. Drumm has also been Commercial
Development and Marketing Association two time President which is the Business
Development Community for the Chemical Industry. He is a member of the American
16
Chemical Society and in the Biotechnology Industry Organization, (BIO) has also served as
the organizer of the Chief Technical Officer Summit on Biotechnology in the Chemical
Industry, as well as a Founding Board Member of BIO's Industrial and Environmental
Section. He is a member of the Society for Industrial Microbiology. Mr Drumm is also a
member of the Societal Impact Operating Committee of the AIChE and Founding Member of
the Society for Biological Engineering. (Compensation as needed, consulting agreement at
$5,000 per month.)
Doug Forde, Audit Committee and Advisory Board Member- Mr. Forde is a career
business professional with a background in finance, taxation capital markets, and mergers
and acquisitions. He has held senior level positions in private and public companies,
including KPMG Peat Marwick, McGraw-Hill, and Xerox Corporation, and CEO positions
with three businesses he helped to transition from the private sector to the public sector. Mr.
Forde’s list of accomplishments include tax planning for US companies abroad, tax strategies
for foreign companies in the United States, and a role in more than 100 mergers and
acquisitions, leveraged buyouts, and corporate divestitures. Mr. Forde is a published author
with hundreds of articles and research white papers regarding taxation, auditing and
corporate finance industries. He has lectured at many universities and colleges and holds the
title of Visiting Professor at many leafing educational institutions. Mr. Forde has served on
the board of directors of public and private companies including Virgin Islands Flight
Schools, Eastern Caribbean Airways, Inc., International Banks, Hospitals and Health Care
Companies, and Universities. Mr. Forde is a graduate of the University of the Virgin Islands,
the University of Illinois Urbana-Champaign, and Baruch College of the City University of
New York, and holds degrees in accounting, finance, and taxation. (Compensation as needed)
Alexander Bafer – Finance and Investment Banking Advisory- Mr. Bafer has over 12
years of corporate finance, investment banking, brokerage, venture capital, hedge fund
management, and overall capital markets experience with both public and private companies;
having worked with Merrill Lynch, United Capital Management, Royal Bank of Canada and
Investment Management of America. Mr. Bafer received his B.S. degree in Pre-Law from St.
John's University in 1995. (Accrued consulting and advisory up to $20,000 per annum plus
commissions and performance milestones)
Christopher Leone - Corporate Finance Advisory-Mr. Leone has over 10 years of
experience as; a registered licensed financial advisor and mortgage broker, Royal Bank of
Canada Mortgage, Preferred Securities Group, and the portfolio bundling and resale of
mortgage backed securities. Mr. Leone also developed a successful proprietary computer
software program for trading equities utilizing technical analysis. Mr. Leone received a BA
degree in Sociology from Florida Atlantic University. (Accrued consulting and advisory up
to $20,000 per annum plus commissions and performance milestones)
Beneficial ownership interest Directors, officers and control persons
Beneficial Holder
TRC Management, LLC (1)
Andy Badolato (2)
Ken Hall (3)
Total Shares
17,000,000
5,000,000
4,622,000
17
Percentage Ownership
32%
9.6%
8.8%
Kevin Horrell (4)
RWM Trust (5)
Ron Westman
Ron Doran
Maritime logistics (6)
Craig McClure (7)
Gary Patterson Trust (8)
Lewann LTD
4,960,000
3,878,095
858,546
1,250,000
1,000,000
1,250,000
850,000
875,000
9.4%
7.3%
1.6%
2.4%
1.9%
2.4%
1.6%
1.7%
1- Class A common shares issued to an LLC for the benefit of the management, consultants, and advisors
to the company subject to specific vesting, milestones, and a leak out agreement that is subordinate to
the investors of the preferred D investors of the company.
2- Class A common shares of the company subject to specific vesting, milestones, and a leak out agreement
that is subordinate to the investors of the preferred D investors of the company.
3- Individually and as president owner of Carbon Trade Management Inc
4- Individually, and as president owner of Rio Trade Partners, Inc. includes 2.3 million shares pledged to
Eastern Asia capital , an escrow account established under the terms of a $2.5 million debenture FBO of
the company.
5- A trust beneficially owned by the estate of the children of Andy badolato, the company’s CEO.
6- Subject to specific Performance milestones regarding funding referred and provided to the company,
250,000 shares earned to date. Subject to leak out provisions subordinate to the investors of the
company.
7- Class A common shares of the company subject to specific vesting, milestones, and a leak out
agreement that is subordinate to the investors of the preferred D investors of the company
8- Held FBO escrow promissory note of a third party shareholder subsequently paid in full. Shares
beneficially owned and pledged by the RWM trust.
B. Legal /Disciplinary History.
The above Officers, Directors or control persons have NOT in the last 5 years been:
1. Convicted of any criminal proceedings or either named or as a defendant.
2. Has not had an order, judgment, or decree, not subsequently reversed,
suspended or vacated, by a court of competent jurisdiction that permanently or
temporarily enjoined, barred, suspended or otherwise limited such person’s
involvement in any type of business, securities, commodities or banking
activities.
3. Has not had a finding or judgment by a court of competent jurisdiction (in a
civil action), the SEC, the CFTC, or a state securities regulator of a violation
of federal or state securities or commodities law, which finding or judgment
has not been reversed, suspended, or vacated.
4. Has not had an entry of an order by a self-regulatory organization that
permanently or temporarily barred, suspended or otherwise limited such
person’s involvement in any type of business or securities activities.
Mr. Andrew M. Badolato, The Chairman and CEO of the company filed Chapter 7 bankruptcy in
2005 and was discharged in 2006. Mr. Badolato filed for chapter 13 bankruptcy protection in
December 2008.
18
C.
Disclosure of Family Relationships NA
D.
Disclosure of related party transactions N/A
E.
Disclosure of conflicts of Interest
-
a. The CEO of the company is a member and investor of White Knights & Vultures
LLC, a private company, an incubation, venture capital, and merchant bank
currently not involved with any new or existing venture. Mr. Badolato devotes a
minimal time to this endeavor and the majority of time to the company’s
operations.
b. Many of the company’s scientific advisory board members and outside
consultants are active in other ancillary business efforts and roles with other
companies in similar, competitive or overlapping technology areas. The company
policy is the execution of confidentiality agreements with all outside advisors and
the requirement of disclosure by the parties on a case by case basis , and if it is
deemed to be a direct or significant business risk to the company, acts
accordingly. Management of the company believes that outside business
development of the advisors and consultants with overlapping similarities is
beneficial to the efforts of company for overall progress, business development
and partnering opportunities.
ITEM 12. Financial information
Please see attached financial information and accompanied footnotes
Item 13. Similar financial information for the two precceeding years
Please see attached financial information and accompanied footnotes
ITEM 14. Beneficial owners
Beneficial ownership interest Directors, officers and control persons
Beneficial Holder
TRC Management, LLC (1)
Andy Badolato (2)
Ken Hall (3)
Kevin Horrell (4)
RWM Trust (5)
Ron Westman
Ron Doran
Maritime logistics (6)
Craig McClure (7)
Gary Patterson Trust (8)
Lewann LTD
Total Shares
17,000,000
5,000,000
4,622,000
4,960,000
3,878,095
858,546
1,250,000
1,000,000
1,250,000
850,000
875,000
19
Percentage Ownership
32%
9.6%
8.8%
9.4%
7.3%
1.6%
2.4%
1.9%
2.4%
1.6%
1.7%
1- Class A common shares issued to an LLC for the benefit of the management, consultants, and advisors
to the company subject to specific vesting, milestones, and a leak out agreement that is subordinate to
the investors of the preferred D investors of the company.
2- Class A common shares of the company subject to specific vesting, milestones, and a leak out agreement
that is subordinate to the investors of the preferred D investors of the company.
3- Individually and as president owner of Carbon Trade Management Inc
4- Individually, and as president owner of Rio Trade Partners, Inc. includes 2.3 million shares pledged to
Eastern Asia capital , an escrow account established under the terms of a $2.5 million debenture FBO of
the company cancelled in September 2008. Escrow shares to be returned to Rio Trade Partners attn
Kevin Horrell per agreement.
5- A trust beneficially owned by the estate of the children of Andy Badolato, the company’s CEO.
6- Subject to specific Performance milestones regarding funding referred and provided to the company,
250,000 shares earned to date. Vesting Subject to company and board approval, performance based
finders fee and funding, and leak out provisions subordinate to the investors of the company. Attention
James Sposato and Rob Lynch.
7- Class A common shares of the company subject to specific vesting, milestones, and a leak out
agreement that is subordinate to the investors of the preferred D investors of the company
8- Held FBO escrow promissory note due to a third party shareholder via settlement agreement and paid in
full as of November 2008. Shares beneficially owned and pledged by the RWM trust.
ITEM 17. List Of Securities Offerings And Shares Issued For Services In The Past 2 Years.
Common and Preferred Stock Issuances
In 1992 the Company issued 1,000 shares of common stock, to the founder of the Company,
valued at $0.001 per share. In 1999 the Company issued 120,000 shares of common stock, for
services in evaluating mineral properties, valued at $0.001 per share and issued 1,000 shares of
common stock, to directors of the Company, valued at $0.001 per share, for services. A further
56,000 shares of common stock were issued during 1999 for financial consulting services
provided to the Company and nominally valued at $0.001 per share and 2,000 shares of common
stock, valued at $0.001 per share, were also issued during 1999 for office expenses incurred by
the Company. In 2003 the Company issued 6,100,000 shares of common stock valued at $0.001
per share for mineral property options and opportunities provided to the Company. In 2004 the
Company issued 10,000 shares of common stock valued at $0.001 per share to directors of the
Company for services. In 2005 the Company issued 13,257,500 shares of common stock valued
at $0.001 per share to directors, officers of the Company and third party entities for services
provided. In 2006 the Company issued 4,654,668 shares of common stock to third party entity
for services provided. Also through a series of private transactions the Company issued 925,000
shares of common stock raising proceeds for the Company of $235,000 in the first quarter of
2007 the Company issued 24,686,666 shares of common stock through a series of private
transactions raising proceeds for the Company of $388,408.In the second quarter of 2007 the
Company issued 285,253,349 shares of common stock through a series of private transactions
raising proceeds for the Company of $739,989. In the third quarter of 2007 the Company issued
241,867,998 shares of common stock through a series of private transactions raising proceeds for
the Company of $83,742. In the fourth quarter of 2007 the Company issued 250,000,000 shares
of common stock through a series of private transactions raising proceeds for the Company of
$20,000. Effective December 17, 2007, the board of directors of the Company voted
unanimously to reverse split the outstanding shares of the Company at a ratio of 1 to 4,016. In
20
December 2007 the Company issued 10,000,000 post split common shares raising proceeds for
the company of $100,000. In December 2007 the company issued 55,000,000 shares of Series B
preferred at par value to management and advisors to the Company. In December 2007 a holder
of 5,078,095 shares of Series A Preferred converted to post split common stock. In December
2007, a note holder converted $70,000 into 350,000 shares of Preferred A stock.
Common and Preferred Stock Subsequent to December 31, 2007
As of December 31, 2007, there was 2,000,000,000 authorized common shares, with 15,328,329
shares total outstanding and 250, 234 shares in the public float held by approximately 2,435
holders. In April 2008 the Company issued 1,075,000 shares of common stock at par value for
services. In August 2008, the Company issued 598,000 common shares at par value to former
investors. In August 2008 the Company issued 40,000 shares of common stock in exchange for
consulting services. In October 2008, the company issued 733,333 to settle a lawsuit and issued
850,000 shares to be held in escrow as collateral for a subscription rescission settlement
agreement which was paid in full in December 2008. The 850,000 shares are to be returned to
the treasury of the company from escrow as outlined in the agreement. In 2008 the company
issued 283,000 common shares to former preferred shareholders who elected conversion. As of
December 31, 2008 there was 2,000,000,000 authorized common shares consisting of:
50,000,000 authorized Class A common shares, with 27,000,000 total issued and outstanding to
management, advisors and consultants to the company subject to vesting, milestones, and leak
out provisions. There were 18,907,662 total common shares outstanding, with 3,660,560 shares
in the public float held by an estimated 2,839 holders. As of December 31, 2008, there were a
total of 45,907,662 shares of common stock issued and outstanding consisting of; 27,000,000
shares of Class A common stock and 18,907,662 shares of common stock.
As of December 31, 2007, there was 150,000,000 Preferred shares authorized consisting of a
total of 60,722,000 outstanding. This was comprised of 5,722,000 Series A Preferred held by 39
beneficial owners, and 55,000,000 Series B Preferred issued and outstanding held by 10
members of management. In January 2008 the Company issued 135,000 Series B preferred to
members of management at par value. In January 2008 the Company issued 250,000 Series A
preferred to an existing investor at par value. Between April and June 2008 the Company issued
1,690,000 Series A preferred shares in a series of transactions that raised $338,000 in proceeds
for the Company. In June of 2008 the Company issued 62,500 shares of Series C preferred in a
private transaction raising proceeds of $25,000 to the Company. The Series B preferred issued to
management was reverse split at 4,000 to 1 in June 2008. The Series A was reverse split in June
2008 at a ratio of 4,000 to 1 and the previous investor subscribers of the company were issued
Series D Preferred in the amount of 6,104,750 in June 2008. In June 2008 the Company issued
4,875,000 Series B preferred to management and advisors to the Company at par value which
convert into 4 common. In December 2008 all Series B preferred shares of the Company were
reverse split 1 for 4,000 in a reorganization of the company. As of December 31, 2008, there
were 6,170,380 shares of preferred stock issued and outstanding consisting of: 1,880 Series A
Preferred held by 40 holders, 1,250 Series B preferred held by 23 beneficial owners, 6,104,750
Series D preferred shares outstanding held by 36 beneficial owners. Each share of preferred
stock converts to shares of common stock on a 1 for 1 basis. There are no shares of preferred
stock in the public float.
21
PART F
ITEM 18. Material Contracts- attached
ITEM 19. By laws - attached
ITEM 21. Issuer Certification
I, Andy Badolato, certify that:
I have reviewed this disclosure statement, attachments, financial exhibits and footnotes of
The Renewable Corporation.
Based on my knowledge, this disclosure statement does not contain any untrue
statement of a material factor omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made
nor misleading with respect to the period covered by this disclosure statement.
Based on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of the issuer
as of December 31, 2008, and for the periods presented in this disclosure statement.
Dated this 8th Day of March , 2009
/s/ Andrew M Badolato
Andrew M Badolato
Chairman of the Board and Chief Executive Officer
22
(A Development Stage Company)
DECEMBER 31, 2008
(UNAUDITED)
Prepared by Management
The accompanied notes are an integral part of these financial statements
The Renewable Corporation
(formerly known as Industrial Biotechnology Corporation)
CONSOLIDATED BALANCE SHEET
(unaudited)
December 31,
2008
ASSETS
Current Assets
Cash
Funds Receivable
Advances
Prepaids
$
Total Current Assets
Fixed Assets, net
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities
Accounts payables and accrued liabilities
7,607
248,981
13,439
September 30,
2008
December 31,
2007
$
$
617
187,500
23,667
28,438
164,882
16,434
270,027
216,555
204,983
7,249
7,617
9,302
$
277,276
$
224,172
$
214,285
$
173,654
$
1,072,739
$
462,947
Total Current Liabilities
173,654
1,072,739
462,947
125,000
347,585
58,510
125,000
39,500
60,020
125,000
4,000
67,262
704,749
1,297,259
659,209
-
-
2,703,761
2,632,761
2,388,172
Additional Paid in Capital
Deficit accumulated during development stage
783,707
4,234,351
(8,448,040)
755,897
4,111,982
(8,211,085)
655,897
4,111,982
(7,600,975)
TOTAL STOCKHOLDERS' EQUITY
(726,221)
(710,445)
(444,924)
Deferred Development Fee
Contingent Liabilites
Line of Credit
TOTAL LIABILITIES
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Preferred Stock
-
Authorized: 150,000,000 shares of 0.001 par value
6,170,380 Total issued and Outstanding
Common Stock
Authorized: 2,000,000,000 shares at $0.001 par value
Issued and outstanding 45,907,662 (Class A and common)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY
Financial statements prepared by management
$
(21,472) $
586,814
$
214,285
The Renewable Corporation
( A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months and Six Months Ended June 30, 2008 and for the year ended December 31, 2007
and for the period August 2, 2005 (date of inception) to June 30, 2008
(unaudited)
Three Months ended
March 31,
2008
EXPENSES
Loss on fully reserving Universities
Licensing Rights
Research and Development
Professional Fees
Salaries and Benefits
Travel
Subscription Settlements
Other General and Administrative expenses
$
17,500
126,734
14,567
35,000
TOTAL EXPENSES
other expenses (income)
NET INCOME/(LOSS)
Three months ended
June 30,
2008
$
193,801
$
28,330
145,289
23,568
37,214
Three Months ended
September 31, 2008
2008
$
234,401
10,000
65,000
5,465
65,000
36,443
ThreeMonths ended
December 31,
2008
$
$
$
$
$
$
$
181,908
Total
Twelve Months ended
December 31,
2008
5,000
15,675
2,342
187,500
26,438
60,830
352,698
45,942
252,500
135,095
3,585,984
728,755
1,527,795
1,411,020
321,409
252,500
1,054,741
236,955
847,065
8,882,204
(193,801) $
(234,401) $
(181,908) $
(236,955) $
(847,065) $
0.002
(0.006)
(0.004)
(0.005)
(0.016)
NET LOSS PER COMMON SHARE
Basic and fully diluted net loss per share
AVERAGE OUTSTANDING SHARES
Preferred and common fully diluted
76,435,329
The accompany notes are an integral part of these financial statements
August 2, 2005
to December 31, 2008
2008
42,127,591
44,631,924
52,078,042
52,078,042
434,164
8,448,040
The Renewable Corporaton
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
From the date of inception August 2, 2005 to March 31, 2008
(unaudited)
Preferred
Stock
Shares
Amount
Common
Stock
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Stockholders'
Deficit
Balance at August 2, 2005
Preferred shares issued for assets
Private placement of preferred
shares
Issuance of common stock for
services
Net loss December 31, 2005
10,000,000
350,174
6,290,000
-
6,290
-
-
-
6,290
350,174
475,000
95,000
-
-
-
-
95,000
-
-
13,257,500
-
13,257
-
-
Balance at December 31, 2005
10,475,000
$ 445,174
19,547,500
$ 19,547
10,000,000
10,000
340,174
Preferred Shares converted to
common shares
Preferred shares issued for assets
and certain liabilities
Private placement preferred stock
Common shares issued to
founders/management
Common shares issued to strategic
partners
Retirement of management shares
Net loss March 31, 2006
Balance at March 31, 2006
(10,000,000)
(350,174)
$
-
(13,257)
(456,037)
$
(469,294) $
(456,037)
(4,573)
-
2,677,000
2,170,000
1,505,980
581,114
-
-
-
-
1,505,980
581,114
-
-
32,952,500
32,952
-
-
32,952
-
-
25,000,000
(17,500,000)
-
25,000
(17,500)
-
-
5,322,000
$ 2,182,094
70,000,000
$ 69,999
$ 340,174
-
-
41,500
42
-
-
-
3,865,979
-
3,866
-
1,148,217
-
Common shares issued to for
services
Common shares issued in
acquisition of a subsidiary
Net loss June 30, 2006
6
(478,983)
$
(948,277) $
(553,909)
25,000
(17,500)
(478,983)
1,643,990
42
1,152,083
(553,909)
From the date of inception August 2, 2005 to March 31, 2008
(unaudited)
Continued
Preferred
Stock
Shares
Amount
Common
Stock
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Balance at June 30, 2006
5,322,000
$ 2,182,094
73,907,479
$ 73,907
$ 1,488,391
$ (1,502,186) $
50,000
25,000
-
-
-
-
25,000
-
-
3,245,666
3,246
260,655
-
263,901
-
-
4,642,857
-
4,643
-
1,388,214
-
5,372,000
$ 2,207,094
81,796,002
$ 81,796
$ 3,137,260
-
-
925,000
925
234,075
-
-
1,367,502
-
1,368
-
80,315
-
5,372,000
$ 2,207,094
84,088,504
$ 84,089
$ 3,451,650
Private placement of common stock
Net loss March 31, 2007
5,078,095
-
5,078
-
24,686,666
-
24,686
-
363,722
-
(637,664)
10,450,095
2,212,172
108,775,170
108,775
3,815,372
(3,615,772)
-
-
285,253,349
-
285,253
-
454,736
-
(398,785)
10,450,095
2,212,172
394,028,519
394,028
4,270,108
(4,014,557)
2,861,751
-
-
241,867,998
-
241,869
-
(3,842,692)
83,742
(3,842,692)
Balance at September 30, 2007
10,450,095
2,212,172
635,896,517
635,897
4,111,981
(7,857,249)
(897,199)
Conversion of loans to equity
Reverse split December 17, 2007
Issuance of Preferred Series B
Conversion of preferred to common
Net income at December 30, 2007
350,000
55,000,000
(5,078,095)
-
250,000,000
(885,646,283)
10,000,000
5,078,095
-
20,000
100,000
-
-
60,722,000
15,328,329
755,897
4,111,981
services
Common shares issued in
acquisition of a subsidiary
Net loss September 30, 2006
Balance at September 30, 2006
services
Net loss June 30, 2007
Balance at June 30, 2007
Net loss at September 30, 2007
70,000
5,500
2,287,672
7
(158,127)
-
Total
Stockholders'
Deficit
(964,047)
$ (2,466,233) $
(511,875)
$ (2,978,108) $
256,274
(7,600,975)
2,242,206
1,392,857
(964,047)
2,959,917
235,000
81,683
(511,875)
2,764,725
388,408
5,078
(637,664)
2,520,547
739,989
(398,785)
20,000
70,000
5,500
100,000
256,274
(445,425)
From the date of inception August 2, 2005 to December 31, 2008
(unaudited)
Continued
Preferred
Stock
Shares
Amount
Common
Stock
Shares
Amount
60,722,000
2,288,172
15,328,329
-
$
$
Additional
Paid-in
Capital
755,897
385
$
-
61,107,000
$
2,288,557
15,328,329
$
755,897
1,690,000
$
338,000
1,075,000
$
$
1,075
Net loss June 30,2008
(62,739,988)
19,500,000
62,500
6,104,750
-
$
$
$
$
4,875
25,000
-
-
$
-
$
-
$
Balance June 30, 2008
25,724,262
$
2,656,432
16,403,329
$
756,972
$
4,111,981
$
$
$
$
8,000
598
-
$
-
$
$
765,570
$
4,111,981
$
Private placement common stock
Reverse split preferred shares
Issuance of post split Preferred B to management (4 to 1 conversion)
Private placement of post split preferred
Issuance of post split Preferred D to Preferred A holders
-
$
$
(7,600,975)
$
Net loss March 31,2008
-
4,111,981
385,000
-
Total
Stockholders'
Deficit
Accumulated
Deficit
-
$
$
$
4,111,981
$
$
-
$
-
(444,925)
- $
(193,801)
(7,794,776)
-
385
(193,801)
(638,341)
$
$
338,000
1,075
$
$
4,875
25,000
(234,401) $
(8,029,177)
(503,792)
Net loss September 30, 2008
-
$
-
40,000
598,000
-
Balance September 30, 2008
25,724,262
$
2,656,432
17,041,329
-
-
27,000,000
27,000
-
-
27,000
-
-
733,333
850,000
283,000
-
733
850
122,370
-
-
123,103
850
-
-
45,907,662
794,153
4,234,351
Common Shares Issued for Services
Private Placement of Common
$
$
(181,908) $
(234,401)
(8,211,085)
8,000
598
(181,908)
(677,102)
Issuance of common to
management
Settlement
Issuance of common
Conversion of Preferred to Common
(18,953,882)
(600,000)
-
Balance December 31, 2008
6,170,380
Reverse split preferred shares
Retirement of preferred shares
(120,000)
2,536,432
(236,955) $
(8,448,040)
(120,000)
(236,955)
(883,104)
Industrial Biotechnology Corporation
Notes to Consolidated Financial Statements
December 31, 2008
(Unaudited)
Organization and summary of significant accounting policies
Description of Business
The Renewable Corporation, including its wholly owned subsidiaries, (collectively "TRC”, the “issuer” or
the "Company") provides products, services and technologies using renewable resources and alternative
energy solutions via its operating subsidiaries; Renewable Chemicals Corporation, Renewable Products &
Services Corporation and Renewable Fuels of America, Inc. The company has a strategic partnership and
ethanol feedstock supply relationship with COSAN SA, based in Brazil. COSAN is one of the largest
producers of sugar and ethanol in the world with annual crushing capacity of more than 44 million tons.
The company develops renewable chemical projects using sugarcane ethanol, to be provided by COSAN,
as an alternative to petroleum or petrochemicals. COSAN controls each plant project developed by the
company via a Right of First Refusal option agreement to purchase 51% controlling interest at par value.
The company also works in conjunction with COSAN to import sugarcane ethanol into the United States
in selected coastal areas logistically and economically favorable to a port entry supply. The company
targets existing independent ethanol distributors of corn ethanol for joint venture partnerships.
TRC via its operating subsidiary Renewable Chemicals Corporation is in the process of establishing
renewable chemical plants for the conversion of sugarcane ethanol into renewable chemicals and plastics
used in consumer packaging applications. Renewable Chemicals Corporation has an agreement for
purchase commitment right of first refusal from a global consumer packaged goods company, contingent
upon competitive pricing to petroleum based high density polyethylene and other terms related to
specifications and exclusivity rights. The company has completed various progress milestones and
economic feasibility, technology studies, and construction costs for a specific plant to be located in the
gulf coast United States with ongoing active discussions. The company plans to commence final
engineering studies this year that would convert imported Brazilian sugarcane ethanol into ethylene with
an annual capacity of 250,000 Metric tons. The company is also involved with the feasibility and initial
business development for other similar projects and other ethanol derivative chemicals. The company has
specific agreements with Cosan to provide ethanol to the plant project(s) contingent upon final pricing
terms as well as providing COSAN with a 51% controlling interest via an option agreement to purchase
common shares at $.001 (par value). RCC intends to develop other ethanol renewable chemical plant
projects in conjunction with COSAN.
The company via its subsidiary Renewable Fuels of America Inc., plans to import Brazilian ethanol
provided by COSAN for use as an alternative fuel in those United States coastal areas logistically and
economically feasible to a port entry supply. The company’s business and distribution strategy is the
formation of joint ventures with existing distributors of Midwest corn ethanol to replace or compliment
their supply at the same or lower costs, in exchange for joint venture participation in the $0.51 cent per
gallon federal blender’s credit. COSAN will provide the ethanol on consignment for each established
joint venture and then margins are shared with the company, the distributor(s) and COSAN. The
company has identified and targeted the mid Atlantic and gulf coast coastal areas in the SE portion of the
United States, including active discussions with an existing Mid-Atlantic independent distributor
currently averaging more than 10,000,000 gallons of corn ethanol per month. The company has obtained
storage tank agreements logistically feasible to the distributor’s territorial region to provide sugarcane
ethanol supply and will commence operations and revenue at such time as it becomes economically
feasible. The successful importation of Brazilian ethanol as an alternative to corn is subject to many
factors including fluctuating prices of sugar, corn, currency exchange rates as well as shipping costs,
import tariffs and duties. The company was anticipating imported shipments in the late 3rd quarter 2008,
until the rapid decline of oil prices, world economic crisis and currency devaluation caused progress to be
temporarily halted until prices are stabilized and prices are economically feasible. The historical
economic feasibility of importing Brazilian sugarcane ethanol to the United States compared to Midwest
corn ethanol pricing has varied widely since the United States renewable fuels mandate commenced in
2006 despite the 54c per gallon import duty placed on Brazilian sugarcane ethanol. There has been much
discussion and political debate to remove the present import tariffs. Management of the company remains
optimistic about this removal of tariffs on Brazilian ethanol based upon the current strong emphasis of the
United States to decrease dependence upon foreign oil as well as the 2015 renewable fuels standard which
requires all automobile fuel to be blended with a minimum of 10% ethanol. Sugarcane is considered the
most efficient renewable resource and when compared to corn; has an energy balance 7 times greater,
does not rely on a competing food source, yields more than twice as much energy per acre, and has 3
times greater reduction in Greenhouse gas emissions.
The company, via its newly formed subsidiary Renewable Products and Services Corporation “RPS”,
plans to provide renewable and alternative energy products, services and solutions via a national
independent renewable technician network to retrofit residential, commercial, government and municipal
buildings to increase energy efficiency and reduce costs. The company is currently interviewing and
establishing agreements with an independent national network of company authorized Renewable
Technician distributors in geographical exclusive territories responsible for their own business, marketing
and start up costs. RPS will provide these technicians access to technology products such as solar, wind,
heating and cooling products and appliances, customized software, marketing tools and resources,
training and certification, back office administration, call center support, and web based product
information and order fulfillment. The company will oversee and provide access to its distributors and
customers’ with available financing alternatives, government backed loans, and sate and local tax credits
under the newly enacted Renewable and alternative energy government spending programs.
The Company changed its name to The Renewable Corporation on October 24, 2008 from Industrial
Biotechnology Corporation for marketing and branding purposes while maintaining the same overall
business development objectives and focus. The issuer was organized in the jurisdiction of the province of
British Columbia on February 26, 1992 as Bare Track Investments, Inc and then changed its domicile to
Nevada as Track II Industries, Inc. on August 5, 1999. The Company then changed its domicile to the
State of Washington and changed its name to Newtrack Mining Corporation on July 15, 2004. The
Company then changed its name to Industrial Biotechnology Corporation on August 2, 2005
simultaneous to a change of management control and the acquisition of Advanced Biosciences. The
company acquired various patent licenses for biological chemical related and designer enzyme
technologies from Oxford, Rice, and Washington State University in 2005 and 2006. The company
ceased all business development efforts related to the licensed patents and designer enzyme technologies
in early 2008. The company shifted its focus to ethanol or biorenewable chemicals as an alternative to
petroleum chemicals in 2007 based upon; poor economic feasibility outlook and data regarding the
technology licenses, general market and customer feedback, renewable & sustainable political and global
trends to decrease dependence on petroleum and global warming concerns.
The Issuer is organized under the laws of the State of Washington since 2004, but was previously
organized under the laws of the State of Nevada and the Province of British Columbia, Canada. The
Issuer’s inception date of incorporation is February 26, 1992 as Bare Track Investments, Inc. in the
Province of British Columbia, Canada. The Company then changed its name to Track II Industries, Inc.
and changed its domicile to the State of Nevada on August 5, 1999. The Company then changed its name
to Newtrack Mining Corporation and then changed domicile to the State of Washington on July 15, 2004
and then changing its name to Industrial Biotechnology Corporation on August 2, 2005. On 10/24/2008
the company changed its name to The Renewable Corporation.
The Company is in the development stage and will require additional equity and /or debt financing to
commence meaningful operations resulting in further shareholder dilution.
Basis of Presentation and Principles of Consolidation
On August 6, 2005 acquired 100% of Advance Bioscience, Inc.'s common stock outstanding in exchange
for 10,000,000 shares of the Company's preferred stock. On January 18, 2006 the Company acquired
100% of Advanced Flavors & Fragrances, Inc's (AFFI) common stock outstanding in exchange for
7,200,095 shares of the Company's preferred stock. Subsequently AFFI's name was changed to IBC
Technologies Corporation. On May 1, 2006 the Company acquired 100% of Bio-Repellant Technologies,
Inc.'s common stock outstanding in exchange for 3,865,979 shares of the Company's common stock. On
August 29, 2006 the Company acquired 100% of Advanced Pheromone Technologies, Inc. common stock
outstanding in exchange for 4,642,857 shares of the Company's common stock. The acquisitions were
accounted for under the purchase method of accounting, and consolidated financial statements herein
reflect the inclusion of all four of the subsidiary’s results since their respective acquisition dates. The
Company formed two subsidiaries in the fourth quarter of 2007, Renewable Fuels of America (RFAC)
and Renewable Chemical Corporation (RCC) and in December 2008 formed Renewable Products and
Services Corporation. All material intercompany accounts and transactions have been eliminated in
consolidation.
Use of Estimates
The preparation of these consolidated financial statements requires the Company's management to make
estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as
the disclosure of contingent assets and liabilities at the date of its financial statements. The Company
bases its estimates on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying
value of assets and liabilities that are not readily apparent from other sources. Some of these judgments
can be subjective and complex and, consequently, actual results may differ from these estimates under
different assumptions or conditions. While for any given estimate or assumption made by the Company's
management there may be other estimates or assumptions that are reasonable, the Company believes that,
given the current facts and circumstances, it is unlikely that applying any such other reasonable estimate
or assumption would materially impact the financial statements.
License, Intangible and Other Assets
License Assets, net include certain assets acquired from business acquisitions. The Company's
management reviews the carrying amount of the licenses at each balance sheet date to assess the
continued recoverability based on future gross cash flows and operating results from the related asset,
future asset utilization and changes in market conditions. In accordance with SFAS 144 "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of", long-lived assets and
certain identifiable intangibles to be held and used or disposed of are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
If an evaluation is required and a market value is not determinable, the estimate future undiscounted cash
flows associated with the asset would be compared to the asset's carrying amount to determine if a write
down to a new basis is required. Impairment will be recorded based on an estimate of future discounted
cash flows.
Income Taxes
The Company accounts for income taxes under the provisions of Statement of Financial Accounting
Standards No. 109,"Accounting for Income Taxes" ("SFAS 109"). Under the asset and liability method of
SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax basis and net operating loss and tax credit carry forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in operations in the period that includes the
enactment date.
Dividend Policy
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been
paid since inception and it is unlikely that dividends will be paid in the foreseeable future.
Recent Accounting Pronouncements
The Company does not expect that the adoption of recent accounting pronouncements other than those
mentioned above will have a material effect on the Company's financial position, results of operations, or
cash flows.
Significant transactions with related parties
There have been no significant transactions between the Company and related parties
Common and Preferred Stock Issuances
In 1992 the Company issued 1,000 shares of common stock, to the founder of the Company, valued at
$0.001 per share. In 1999 the Company issued 120,000 shares of common stock, for services in
evaluating mineral properties, valued at $0.001 per share and issued 1,000 shares of common stock, to
directors of the Company, valued at $0.001 per share, for services. A further 56,000 shares of common
stock were issued during 1999 for financial consulting services provided to the Company and nominally
valued at $0.001 per share and 2,000 shares of common stock, valued at $0.001 per share, were also
issued during 1999 for office expenses incurred by the Company. In 2003 the Company issued 6,100,000
shares of common stock valued at $0.001 per share for mineral property options and opportunities
provided to the Company. In 2004 the Company issued 10,000 shares of common stock valued at $0.001
per share to directors of the Company for services. In 2005 the Company issued 13,257,500 shares of
common stock valued at $0.001 per share to directors, officers of the Company and third party entities for
services provided. In 2006 the Company issued 4,654,668 shares of common stock to third party entity
for services provided. Also through a series of private transactions the Company issued 925,000 shares of
common stock raising proceeds for the Company of $235,000 in the first quarter of 2007 the Company
issued 24,686,666 shares of common stock through a series of private transactions raising proceeds for
the Company of $388,408.In the second quarter of 2007 the Company issued 285,253,349 shares of
common stock through a series of private transactions raising proceeds for the Company of $739,989. In
the third quarter of 2007 the Company issued 241,867,998 shares of common stock through a series of
private transactions raising proceeds for the Company of $83,742. In the fourth quarter of 2007 the
Company issued 250,000,000 shares of common stock through a series of private transactions raising
proceeds for the Company of $20,000. Effective December 17, 2007, the board of directors of the
Company voted unanimously to reverse split the outstanding shares of the Company at a ratio of 1 to
4,016. In December 2007 the Company issued 10,000,000 post split common shares raising proceeds for
the company of $100,000. In December 2007 the company issued 55,000,000 shares of Series B preferred
at par value to management and advisors to the Company. In December 2007 a holder of 5,078,095 shares
of Series A Preferred converted to post split common stock. In December 2007, a note holder converted
$70,000 into 350,000 shares of Preferred A stock.
Common and Preferred Stock Subsequent to December 31, 2007
As of December 31, 2007, there was 2,000,000,000 authorized common shares, with 15,328,329 shares
total outstanding and 250, 234 shares in the public float held by approximately 2,435 holders. In April
2008 the Company issued 1,075,000 shares of common stock at par value for services. In August 2008,
the Company issued 598,000 common shares at par value to former investors. In August 2008 the
Company issued 40,000 shares of common stock in exchange for consulting services. In October 2008,
the company issued 733,333 to settle a lawsuit and issued 850,000 shares to be held in escrow as
collateral for a subscription rescission settlement agreement which was paid in full in December 2008.
The 850,000 shares are to be returned to the treasury of the company from escrow as outlined in the
agreement. In 2008 the company issued 283,000 common shares to former preferred shareholders who
elected conversion. As of December 31, 2008 there was 2,000,000,000 authorized common shares
consisting of: 50,000,000 authorized Class A common shares, with 27,000,000 total issued and
outstanding to management, advisors and consultants to the company subject to vesting, milestones, and
leak out provisions. There were 18,907,662 total common shares outstanding, with 3,660,560 shares in
the public float held by an estimated 2,839 holders. As of December 31, 2008, there were a total of
45,907,662 shares of common stock issued and outstanding consisting of; 27,000,000 shares of Class A
common stock and 18,907,662 shares of common stock.
As of December 31, 2007, there was 150,000,000 Preferred shares authorized consisting of a total of
60,722,000 outstanding. This was comprised of 5,722,000 Series A Preferred held by 39 beneficial
owners, and 55,000,000 Series B Preferred issued and outstanding held by 10 members of management.
In January 2008 the Company issued 135,000 Series B preferred to members of management at par value.
In January 2008 the Company issued 250,000 Series A preferred to an existing investor at par value.
Between April and June 2008 the Company issued 1,690,000 Series A preferred shares in a series of
transactions that raised $338,000 in proceeds for the Company. In June of 2008 the Company issued
62,500 shares of Series C preferred in a private transaction raising proceeds of $25,000 to the Company.
The Series B preferred issued to management was reverse split at 4,000 to 1 in June 2008. The Series A
was reverse split in June 2008 at a ratio of 4,000 to 1 and the previous investor subscribers of the
company were issued Series D Preferred in the amount of 6,104,750 in June 2008. In June 2008 the
Company issued 4,875,000 Series B preferred to management and advisors to the Company at par value
which convert into 4 common. In December 2008 all Series B preferred shares of the Company were
reverse split 1 for 4,000 in a reorganization of the company. As of December 31, 2008, there were
6,170,380 shares of preferred stock issued and outstanding consisting of: 1,880 Series A Preferred held by
40 holders, 1,250 Series B preferred held by 23 beneficial owners, 6,104,750 Series D preferred shares
outstanding held by 36 beneficial owners. Each share of preferred stock converts to shares of common
stock on a 1 for 1 basis. There are no shares of preferred stock in the public float.
Income Taxes
At December 31, 2009 net operating losses carry forward ("NOLs") for income tax purposes were
$4,803,564. The carry forwards, if not utilized, will expire in increments through 2025. Utilization of the
net operating losses and credits may be subject to an annual limitation as provided by the Internal
Revenue Code of 1986, and there can be no guarantee that such NOLs will ever be fully utilized. As a
result of cumulative losses, the Company has recorded a full valuation allowance against its net deferred
tax assets as management believes it is more likely than not that the assets will not be fully realizable.
Credit Facilities
To provide liquidity in funding it operations the Company borrowed amounts under a credit facility
guaranteed by the former CFO of the company. As of September 31, 2008 the Company had a revolving
credit facility providing a total of $75,000 in available revolving credit for general business purposes, of
which $65,039 and $67,262 respectively was outstanding.
Funds Receivable
In the First Quarter of 2008 the Company issued a convertible debenture in the amount of $2,500,000 to a
third party. As of March 31, 2008 the Company had drawn on the debenture in the amount of $107,560.
The debenture was canceled by the company in September 2008. There is currently an undisputed cash
balance of approximately $248,000 due under the terms of the debenture held in an escrow account by
Eastern Asia Capital ltd, a Belize corporation. The beneficial owner of the funds from the escrow account
is The Renewable Corporation. The funds are held at a now defunct foreign brokerage firm closed by
regulators in November 2008. This now defunct brokerage firm had an omnibus clearing account at a
major wall street clearing firm. The funds and securities have been verbally confirmed as still existing and
verified in statement form as of November. Management has been led to believe that the omnibus
custodian requires court order instructions in order to release the funds to the beneficial owners. The
company is currently pursuing legal measures to obtain a court order to compel the clearing firm and
other parties to transfer the funds. The company reserves the right to alter or amend this funds receivable
as further conditions arise.
Accounts payable and accrued liabilities
The company has current accounts payable, accrued liabilities and loans outstanding in the amount of
$173.654.00 at the end of 2008. In November and December 2008 the company underwent a capital
reorganization, debt consolidation, and management equity restructuring in response to the lack of
working capital and revenues, global economic crisis and energy price decline. The company reverse split
the preferred shares previously issued to management and issued new class A common shares at par value
to existing and new management and advisors to the company. The company reduced its liabilities
significantly via the following. A portion of accrued liabilities to current and former officer’s employees
and a former director were assumed by third party shareholders of the company in exchange for equity of
the company. Disputed and accrued liabilities consisting of fees related to technology licensing and
research from the 2006 and 2007 period were written off completely and a portion continued as a
contingent liability for related legal fees. Various Note holders and creditors verbally agreed to accept
equity of the company and partial scheduled payment terms. These amounts are reserved as contingent
liabilities until such time as the equity conversion is completed 1st quarter 2009. The company agreed to
rescind 5 former Preferred A subscribers of the company’s equity in the 3rd and 4th quarter of 2008 and
presently owes; $10,000 plus accrued interest, $6,000 plus accrued interest, and $30,000 plus interest to
three parties.
License Agreements
The Company did a review of its carrying value of the license agreements it has with various universities.
The Company used the guidance set forth in SFAS 144 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be disposed of in determining the appropriate carrying value. During
the 3rd quarter of 2007 the Company determined to reserve fully the carrying value of these licensing
agreements due to the uncertainty of the Company being able to commercialize the given technology.
Deferred Revenues
A consumer goods manufacture entered into a Joint Development Agreement with the Company's
subsidiary, Renewable Chemicals Corporation. The agreement refers to an economic feasibility study and
various clauses pertaining to first right of refusal off-take commitment for renewable plastics. The
company paid $125,000 to the Company for entering into this agreement which provides for an additional
$125,000 upon successful mutual satisfactory completion of the study. The funds will be fully credited
towards free goods once production commences or will be fully refundable if the company sells product
to another purchaser. The consumer goods manufacturer has first right of refusal to participate in all
global renewable chemical feasibility studies and projects of the Company. The Company has not
recognized this fee as revenue since the Company has not begun production. The Company in conjunction
with the consumer goods manufacturer is currently in the process of amending the agreement to meet
current business and market climate conditions.
Contingencies
A company subsidiary has been in technical in default of its licensing and research agreements with the
University of Oxford for approximately two years which has been disputed by the company. The
Company's management had determined previously that the technology acquired from The University of
Oxford is not commercially or technologically viable and voluntarily surrendered and gave back the
licenses to the University in the 2nd quarter of 2007 disputing the amounts allegedly due and
representations made. Management has written off a significant portion of this disputed debt from the
balance sheet in the 4th quarter but retains a limited contingent liability for possible legal expenses. The
company has a disputed claim with the former CFO and an employee of the company exceeding
$150,000. The company is working to resolve these 2 claims amicably based upon a forensic audit of the
company’s books and records that has commenced in February 2009. A third party shareholder has
preliminarily agreed to assume the obligations of the final outcome of these disputed claims once
amicably resolved. In November and December 2008, the company underwent a capital reorganization,
debt conversion and consolidation and management equity restructuring in response to the global
economic crisis, energy price decline and lack of working capital funds as a developmental stage
company with no revenues. The company reverse split the preferred shares previously issued to
management and issued new class A common shares at par value to existing and new management and
advisors of the company with vesting, milestones, and leak out agreement subordinated to the investors of
the company’s Preferred stock. The company reduced its liabilities from the 3rd quarter significantly via
the following actions. Accrued liabilities to current and former officer’s employees and a former director
were assumed by third party shareholders of the company in exchange for equity. Certain Note holders
and creditors verbally agreed to accept equity of the company and partial scheduled payment terms. These
amounts are reserved as contingent liabilities until such time as the equity conversion is completed 1st
quarter 2009. The company rescinded 5 former Preferred A subscribers of the company’s equity in the
3rd and 4th quarter of 2008 and presently owes; $10,000 plus accrued interest, $6,000 plus accrued interest,
and $30,000 plus interest to three parties. An officer of the company procured a $200,000 loan from the
company’s building landlord in the fourth quarter of 2008 secured by his stock and interest of the
company that was required to finalize payment terms for a rescission of Preferred A securities from a
former subscriber. This obligation is also sub guaranteed by the company. The current management of
the company is unaware of any legal proceedings that would have a material adverse effect on the
Company's financial condition or results of operations.
The company currently has no revenue and must obtain capital in the form of debt or equity to maintain
its operations and business development efforts on a continual ongoing basis.
CERTIFICATION
I, Andrew M Badolato Chairman of the Board and Chief Executive Officer of The Renewable Corporation
hereby certify that the consolidated financial statements filed herewith and the attached notes, fairly present,
in all material respects, the financial position, results of operations and cash flows as of and for the period
ended December 31, 2008 in conformity with generally accepted accounting principles consistently applied
in the United States.
Dated this 8th Day of March , 2009
/s/ Andrew M Badolato
Andrew M Badolato
Chairman of the Board and Chief Executive Officer
1
The following is a supply agreement provided by COSAN to
be used as template once price & terms are finalized with
respect to the Renewable Chemical plant projects and
alternative fuel imports.
Andy Badolato
CEO
CONTRACT OF SALE OF HYDROUS ALCOHOL
CONTRATO DE VENDA DE ETANOL HIDRATADO
AS PER AGREEMENT BETWEEN SELLER, BUYER AND AGENT WE ARE PLEASED TO CONFIRM THE
FOLLOWING TRANSACTIONS:
NOS TERMOS DO CONTRATO ENTRE VENDEDOR, COMPRADOR E AGENTE, CONFIRMAMOS AS
CONDIÇÕES ABAIXO:
CONTRACT NUMBER:
CONTRATO NÚMERO:
SELLER/SHIPPER: COSAN S/A – INDÚSTRIA E COMÉRCIO, a company with its principal
place of business at Bairro Costa Pinto, Caixa Postal 1205/1206, CEP 13411-900, City of Piracicaba,
State of São Paulo, in Brazil or USINA DA BARRA S/A AÇÚCAR E ÁLCOOL, a company with its
principal place of business at Bairro Costa Pinto, Caixa Postal 1205/1206, CEP 13411-900, City of
Piracicaba, State of São Paulo, in Brazil or COSAN INTERNATIONAL UNIVERSAL
CORPORATION, at Vanterpool Plaza, Wickhams Cay I, 2º Floor, Road Town Tortola, in British
Virgin Islands, ( henceforth “SELLER”);
Rua Joaquim Floriano, 72 - 10º andar - Conj. 101 - Itaim Bibi - Cep: 04534-000 - São Paulo - SP
Fone: (55 11) 3709 4900 - Fax (55 11) 3709 4929
www.scatrading.com.br
2
VENDEDOR: COSAN S/A – INDÚSTRIA E COMÉRCIO, com sede à rua Bairro Costa Pinto,
Caixa Postal 1205/1206, CEP 13411-900, cidade de Piracicaba, estado de São Paulo, Brasil ou
USINA DA BARRA S/A AÇÚCAR E ÁLCOOL, com sede à rua Bairro Costa Pinto, Caixa Postal
1205/1206, CEP 13411-900, cidade de Piracicaba, estado de São Paulo, Brasil ou COSAN
INTERNATIONAL UNIVERSAL CORPORATION, situado à Vanterpool Plaza, Wickhams Cay I,
2º Floor, Road Town Tortola, British Virgin Islands (a partir de agora denominado Vendedor);
BUYER: Industrial Biotechnology Corporation, established and domiciled in the State of
Washintgon or Renewable Fuels of America, established and domiciled in the State of Florida
or Biorewnable Chemical Corporation, established and domiciled at the State of Georgia, all
corporations having offices in Sarasota, Florida, USA, (henceforth “BUYER”);
COMPRADOR: XX, com sede YY (a partir de agora denominado Comprador);
AGENT: SCA TRADING S/A, established and domiciled at Rua Joaquim Floriano , 72 – 10º
andar – Conjunto 101 – CEP 04534-000 – São Paulo – SP, in Brazil, (henceforth “AGENT”);
AGENTE: SCA TRADING S/A, com sede à rua Joaquim Floriano, 72 – 10º andar, conjunto 101,
CEP 04534-000 – São Paulo, SP, Brasil (a partir de agora denominado Agente);
The parties acknowledge that the volume of hydrous alcohol to be delivered pursuant to this
Contract originates from the Hydrous Alcohol Confirmation celebrated by and between BUYER and
AGENT on __________, ____, 2008, for the total of _____________ cbm to be loaded in _____
monthly shipments to be supplied by five coordinated suppliers associated at the agent´s
structure, which was partially assigned by AGENT to SELLER here below, together with all its
deriving rights and/or obligations on fulfillment of all individual contracts.
As partes contratantes reconhecem que a quantidade de etanol hidratado a ser entregue nos
termos deste contrato tem origem na confirmação de transação celebrada pelo Comprador e
Agente, e entre eles em ______________ 2008, para um total de ____________ mil m³ que será
embarcado em dez embarques mensais, por cinco fornecedores coordenados, associados à
estrutura do Agente que foi parcialmente transferida pelo Agente para o Vendedor, juntamente
com todos os respectivos direitos e/ou obrigações no preenchimento de todos os contratos
individuais.
1. PRODUCT
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1. PRODUTO
1.1 Hydrous alcohol made from sugar cane or its molasses, in bulk, of Brazilian origin, (henceforth
“PRODUCT”);
1.1 O álcool hidratado, feito de cana-de-açúcar ou de melaço da cana-de-açúcar, a granel, de
origem brasileira (a partir de agora chamado de “Produto”).
2. QUALITY
2. QUALIDADE
2.1
The product shall be in conformity with the specification set forth in the table below.
2.1
O Produto estará em conformidade com as especificações constantes da tabela abaixo.
SPECIFICATION - HYDROUS ALCOHOL
ESPECIFICAÇÃO PARA O ÁLCOOL HIDRATADO
ITEM/ITEM
ACIDITY, AS ACETIC ACID
UNIT/
UNIDADE
VALUE/VALOR
METHOD/
MÉTODO
MG/L
MAX
30
ASTM D1613
ALCOHOLIC DEGREE BY VOLUME
GRADE GL
MIN
95.1
ALCOHOMETER
ALCOHOLIC DEGREE BY WEIGHT
º INPM
-
92.6 TO 93.8
ALCOHOMETER
APPEARANCE
MG/KG
MAX
(*)
VISUAL
1
ASTM E512
MS/M
0
(**)
VISUAL
MAX
500
ASTM D1125
MG/KG
MAX
MAX
NOT DETECTABLE
NÃO DETECTÁVEL
ASTM D1722
MAX
5
ASTM E394
PPM
MAX
6.0 TO 8.0
ASTM D6423
30
GLC
ACIDEZ, COMO ÁCIDO ACÉTICO
GRAU DE PUREZA DO ÁLCOOL POR
VOLUME
GRAU DE PUREZA DO ÁLCOOL POR
PESO
APARÊNCIA
CHLORIDES
CLORÍDEOS
COLOR
COR
ELECTRICAL CONDUCTIVITY
CONDUTIVIDADE ELÉTRICA
HYDROCARBONS CONTENT
TEOR DE HIDROCARBONETOS
IRON
FERRO
MG/L
PUREZA
º INPM
MG/KG
MS/M
MG/KG
PH
PH
CYCLOHEXANE
MAX
MIN
-
MAX
0
MAX
MAX
30
95.1
92.6 A 93.8
ASTM D1613
ALCOÔMETRO
ALCOÔMETRO
(*)
1
VISUAL
ASTM E512
(**)
500
5
6.0 A 8.0
VISUAL
ASTM D1125
ASTM D1722
ASTM E394
ASTM D6423
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CICLOEXANO
PPM
MAX
30
GLC
MG/100ML
MAX
5
ASTM D1353
SODIUM
MG/KG
MAX
2
ASTM D5185
SPECIFIC MASS AT 20º C
KG/M³
807.6 TO 811.0
ASTM D4052
SULPHATES
MG/KG
MAX
RESIDUE BY EVAPORATION
RESÍDUO POR EVAPORAÇÃO
SÓDIO
MG/100ML
MG/KG
MASSA ESPECÍFICA A 20ºC
SULFATOS
KG/M³
MG/KG
MAX
MAX
MAX
5
2
807.6 A 811.0
4
4
ASTM D1353
ASTM D5185
ASTM D4052
TURBIDIMETRIC
TURBIDIMÉTRICO
* = LIMPID AND FREE FROM IMPURITIES/ LÍMPIDO E LIVRE DE IMPUREZAS
**= COLORLESS TO SLIGHTLY YELLOWISH/ INCOLOR A LIGEIRAMENTE AMARELADO
2.2
The SELLER’s obligations with regard to the quality of the Product supplied are limited
solely to supplying product which corresponds to the description and the specifications set out in
the contract.
2.2
As obrigações do VENDEDOR relativas à qualidade do produto fornecido estão limitadas ao
fornecimento do produto, que corresponderá à descrição e às especificações estabelecidas no
contrato.
2.3
All other conditions, warranties or other terms whether express, implied or which would
otherwise be imposed by statute, with respect to quality, satisfactory quality, suitability or fitness
for any purpose whatsoever of the Product are hereby excluded;
2.3 Estão excluídas por este instrumento todas as outras condições, garantias ou outras
circunstâncias, se enunciadas, implícitas ou impostas por estatuto, relativas à qualidade, qualidade
satisfatória ou adequação para qualquer objetivo de utilização do produto.
3. QUANTITY AND SHIPPING PERIOD
3. QUANTIDADE E PERÍODO DE EMBARQUE
3.1
SELLER hereby sells to BUYER __________ CBM of hydrous alcohol at 20 DEG (Twenty
Degrees Celsius), with more or less 2 PCT (Two per cent) at BUYER’s option for chartering
purposes only, to be advised at the time of the nomination of each vessel, provided her cargo
capacity allows SELLER to load the given quantity.
3.1
Por este instrumento, o VENDEDOR vende para o Comprador __________ mil m3 de álcool
hidratado à temperatura de 20ºC, com volume de 2%, maior ou menor, segundo o desejo do
Comprador, por razões de embarque, a ser informado na nomeação de cada navio, observando
sua capacidade de carregamento, permitindo ao VENDEDOR o carregamento da quantidade
informada.
3.2 The PRODUCT shall be shipped in ___( _____) lots as below, based in one vessel per each lot:
3.2 O produto será embarcado em dez lotes, conforme descrito abaixo, sendo um navio para cada
lote:
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CARRYING CHARGES/EXTENDION PERIOD
CUSTO DE ARMAZENAGEM POR TEMPO EXTRA NO TERMINAL/PERÍODO DE EXTENSÃO
4.1 In case BUYER does not take delivery of the PRODUCT within the contractual shipping period
(s), by his own fault, SELLER is entitled to
4.1 Caso o COMPRADOR não receba o produto dentro do período de carregamento acordado, por
sua culpa, o VENDEDOR tem o direito de
4.2.1 In case of extension of up to 15 days: to carrying charges in a fixed amount of US$ 7,00 per
cbm for a period of 15 days;
4.2.1 Em caso de extensão de até 15 dias: o custo de armazenagem por tempo extra no Terminal
será fixado no valor de US$ 7,00 por m³ para o período de 15 dias;
4.2.2 In case of an extension of more than 15 days, but until 30 days: to carrying charges in a
fixed amount of US$ 13.00 cbm all in, per month, deducting the amount paid as per clause 4.2.1.
4.2.2 Em caso de extensão de mais de 15 dias, mas até 30 dias: o custo de armazenagem por
tempo extra no Terminal será fixado no valor de US$ 13.00 m³ all in, por mês, deduzindo o valor
pago mencionado na cláusula 4.2.1
BUYER to pay in full, maximum 5 running days after presentation of an invoice by SELLER.
COMPRADOR pagará todo valor, no máximo em 5 dias corridos da apresentação da invoice pelo
VENDEDOR.
DESTINATION
DESTINO
5.1 BUYER commits that the total volume of this contract is exclusively to external market only and
as consequence BUYER agrees that no quantity of PRODUCT subject to this contract can be sold in
the Brazilian market;
5.1
O Comprador se compromete a que o volume total deste contrato tenha como destino
exclusivo o mercado externo e, em conseqüência, o Comprador concorda que nenhuma parte do
produto sujeito aos termos deste contrato seja vendida no mercado brasileiro.
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DELIVERY
ENTREGA
6.1
The delivery of this contract is FOB – as per INCOTERMS 2000 – pumped-in, ships manifold,
one or two berths at SELLER`S option at Santos port, Brazil. Costs for change of berth, if there is,
shall be at BUYER´s account.
6.1
A entrega prevista no presente contrato é FOB e de acordo com o INCOTERMS 2000, o
produto será bombeado, com utilização da tubagem coletora do navio, em um ou dois berços
conforme a opção do Vendedor no porto de Santos, no Brasil. Custos de mudança de berço, se
houver, será por conta do COMPRADOR.
6.2 By mutual agreement between Seller and Buyer, Seller can use Buyer´s space at
Copape Terminal at Barnabé Island at the rate of US$ 13.00 (thirteen) per cbm per
month, including all costs related to storage (Storage Expenses, SOP, Taxes and
Fundaf). Seller shall declare its option until May 15th, 2007.
6.2
Conforme entendimento entre Vendedor e Comprador, Vendedor poderá utilizar
o espaço no Terminal COPAPE, de propriedade do Comprador, localizado na Ilha
Barnabé, com custo de US$13,00 por m3 por mês, incluindo todas os custos
relacionados a armazenagem (Despesas de Armazenagem, SOP, Taxas e Fundaf). O
Vendedor precisará declarar interesse em utilizar este espaço até 15 de maio de 2007.
Section 6.2 APPEARS NOT TO BE APPLICABLE TO BRCC’S AGREEMENT
6.3 BUYER shall only nominate vessels that are suitable for loading at the points 3 and 4 of the
Alemoa berth in the Santos port.
6.3 COMPRADOR somente nomeará navios que são apropriados para carregamento nos berços 3 e
4 na Alemoa no porto de Santos..
INSPECTIONS ON QUANTITY AND QUALITY
INSPEÇÕES DE QUALIDADE E QUANTIDADE
7.1
Quality and quantity of the PRODUCT, to be ascertained at the port of loading by SGS –
Société Générale de Surveillance being the costs on board of the vessel equally paid (50/50)
by SELLER and BUYER, and whose certificates of inspection are to be considered final and binding;
7.1
A qualidade e quantidade do produto serão verificadas no porto de embarque pela SGS
(Société Générale de Survellaince), sendo os custo de bordo do navio pago, em partes iguais
(50/50), pelo Vendedor e pelo Comprador. Seus certificados de inspeção serão considerados
definitivos e implicarão eventuais responsabilidades.
7.2
Quantity to be measured based upon the difference of levels of the shore tanks gauge at
loading port before and after loading;
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7.2
A quantidade do produto será medida com base na diferença de nível dos tanques de
estocagem, antes e depois do carregamento.
7.3
Quality analysis to be based on samples of shore tanks and shore lines and SELLER
guarantees quality until product passes shore loading lines before the vessel’s manifold;
7.3
A análise da qualidade do produto será feita com base nas amostras retiradas dos tanques
de terra no terminal e linhas de estocagem e VENDEDOR guarantirá a qualidade até que o produto
passe pelas linhas de conexão de estocagem antes da junção da tubagem coletora do navio.
7.4
Certificates of quantity and quality in respect of the product issued, witnessed or
countersigned by such inspectors shall be conclusive, except in case of fraud or manifest error,
and will be final and binding on both parties.
7.4 Ceritifcados de quantidade e qualidade em relação ao produto analisado, presenciado ou
autenticado pelo inspetor deverá ser conclusivo, exceto em caso de fraude ou erro manifestado, e
será final e acatado por ambas as partes.
VESSEL NOMINATION
ESCOLHA DO NAVIO
8.1
Vessel shall be nominated by BUYER to load in the contractual shipment period and to be
advised to SELLER at least 15 (fifteen) calendar days, prior to vessel’s estimated time of arrival at
the loading port. Vessel must be suitable for the alcohol transportation, in bulk, and with
compatible draft at the designated port of loading.
8.1
O navio será nomeado pelo Comprador para ser carregado no período contratual de
embarque e haverá comunicação da escolha ao Vendedor pelo menos 15 dias corridos antes do
dia estimado de chegada do navio ao porto de embarque do produto. O navio deverá ser
adequado para o transporte de álcool a granel, com calado compatível com o berço do porto
designado para o embarque do produto.
8.2
Laycan window at the port of loading to be of 10 days, within the shipment period as per
clause 3.2.
8.2
O prazo que o navio tem para operar no porto (em inglês, laycan window) será de 10 dias,
dentro do período de embarque conforme cláusula 3.2.
8.2.1 In case the shipment´s date is within the laycan period, but in disagreement with the
shipment period (clause 3.2), the BUYER will be submitted to clause 4 of this contract.
8.2.1 Caso a data de embarque estiver dentro do período de laycan, mas em desacordo com o
período de embarque (cláusula 3.2), o COMPRADOR será submetido a cláusula 4 deste contrato.
8.3
Vessel’s Nomination to be tendered within normal working hours. If nomination is sent to
SELLER after 5:00 pm Brasilia time, 15 (fifteen) calendar days of pre advice will start to count at
8:00 am on next working day. Nomination to include the following information:
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8.3
A escolha do navio será comunicada ao Vendedor nos dias úteis. Se a escolha for
comunicada ao Vendedor depois de 5 horas da tarde, horário de Brasília, os 15 dias corridos de
aviso prévio começarão a contar às 8h do próximo dia útil. A escolha incluirá as seguintes
informações:







Vessel’s Name, Flag and Nationality;
Country;
Total Volume/Quantity to be loaded;
BUILT – DWT – LOA – BEAM – LAYCAN- DRAFT – ETA at the loading port;
Demurrage rate;
Last three cargoes;
Major’s approval, if any.







Nome do navio, bandeira e nacionalidade;
País;
Volume total/Quantidade a ser carregada;
BUILT-DWT, LOA, BEAM, LAYCAN, DRAFT, ETA no porto de embarque ;
Sobrestadia rate;
Os três últimos carregamentos;
Aprovação de alguma grande empresa petrolífera, se houver alguma .
8.4 In the absence of any of the aforementioned items SELLER shall be entitled to delay
acceptance of the nomination until the information has been supplied.
8.4 Caso inexista qualquer dos itens acima mencionados, o Vendedor poderá adiar sua anuência
até que receba a informação pertinente.
8.5
BUYER to keep SELLER/Shipper advised of any changes in the ETA, and to inform SELLER
72, 48 and 24 running hours in advance of actual arrival.
8.5 O Comprador manterá informado o Vendedor/Expedidor de qualquer modificação do ETA e
informará o Vendedor 72, 48 e 24 horas antes da chegada ao porto do navio escolhido.
8.6
SELLER to accept the Vessel latest within 1 (one) working days after receiving BUYER's
nomination, provided SELLERs having already received full above-mentioned information and to
nominate their agents at the loading port.
8.6
O Vendedor aceitará o navio escolhido até no máximo 1 dia útil depois de receber do
Comprador a nomeação, desde que o Vendedor tenha recebido todas as informações acima
mencionadas e nominado seus agentes no porto de Santos.
8.7
SELLER will confirm in writing to BUYER when the nomination has been received and
inform if all necessary elements have been included in the tendered nomination.
8.7 O Vendedor confirmará por escrito ao Comprador a data do recebimento da informação da
escolha do navio e o informará se foram incluídos na comunicação da escolha todos os elementos
necessários.
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ISPS COMPLIANCE CLAUSE
CLÁUSULA DE CUMPRIMENTO DAS DISPOSIÇÕES DO ISPS
9.1
BUYER shall procure that the vessel shall comply with the requirement of the International
Code for Security of Ships and Port Facilities and the relevant amendments to Chapter XI of SOLAS
(ISPS Code).
9.1
O Comprador agirá para que o navio cumpra todas as exigências do International Code for
Security of Ships and Port Facilities e ainda as emendas pertinentes do capítulo XI da SOLAS
(Código ISPS).
9.2
The vessel shall when required submit a Declaration of Security (DoS) to the appropriate
authorities prior to arrival at the loading port.
9.2
Quando solicitado, o navio apresentará uma Declaração de Segurança (DoS) às autoridades
pertinentes antes da chegada ao porto de embarque.
9.3
SELLER shall have the right not to berth such nominated vessel at the loading port and any
costs or expenses in respect of the vessel including but not limited to demurrage or any additional
charge, fee or duty levied on the vessel at loading port failure to comply with the ISPS Code shall
be for BUYER’s account.
9.3
O Vendedor terá o direito de não receber o mencionado navio escolhido no porto de
embarque e todos os custos relativos ao navio, entre os quais o de sobrestadia e ainda qualquer
outro custo, tarifa, imposto, eventuais despesas adicionais que possam existir no porto de
embarque pela incapacidade de atender ao Código ISPS, serão de responsabilidade do Comprador.
9.4
A copy of the ISPS Certificate of the vessel to be presented by BUYER to SELLER at the
moment of the nomination;
9.4
Uma cópia do Certificado ISPS do navio será apresentada pelo Comprador ao Vendedor no
momento da designação do navio.
LOADING CONDITIONS / LAYTIME / DEMURRAGE
CONDIÇÕES DE CARREGAMENTO/ESTADIA/SOBRESTADIA
10.1 DOCUMENTARY INSTRUCTIONS: BUYER shall give to SELLER complete final documentary
instructions not later than five working days prior to vessel's arrival at loading port.
10.1 Instruções para a documentação: o Comprador dará ao Vendedor completas e finais
instruções documentárias no mais tardar até cinco dias úteis antes que o navio chegue ao porto do
carregamento.
10.2 VESSEL: Vessel should be suitable for transportation of alcohol in bulk and with compatible
draft for berthing at loading terminal(s) at the designated port of loading.
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10.2 Navio: o navio deverá ser adequado para o transporte do álcool a granel e terá calado
compatível com o berço do porto nos terminais de carregamento no porto de embarque escolhido.
10.2.1 In the event of lightening being required to meet a draft limitation, such cost and
equipment shall be for BUYER’S responsibility and account.
10.2.1 Caso seja necessária descarga para atender a uma limitação de calado, a responsabilidade
será do Comprador, assim como os custos e equipamentos correrão por conta do Comprador.
10.3
N.O.R. TENDERING: N.O.R. to be tendered at customary anchorage area.
10.3 Entrega da Notícia de Prontidão ( N.O.R.): a N. O. R. será entregue no local habitual na área
de ancoração.
10.4 LOADING RATE: The loading facilities shall be capable of handling, and SELLER to
guarantee, a minimum loading rate of 125 Mtons per hour SHINC ( Saturday, Sunday and Holidays
Included), provided receiving capacity of Vessel proves to be consecutively as such.
10.4 Velocidade de carregamento: As instalações de carregamento terão a capacidade de
carregar, e o Vendedor garantirá, o mínimo de 125 toneladas métricas por hora SHINC ( (sigla
para Sunday, Holiday Included) Sábados, Domingos e Feriados Incluidos), desde que a capacidade
do navio esteja apto a receber.
10.5 LAYTIME COUNTING: Time to count 6 hours after NOR is tendered, or when the vessel is all
fast alongside the berth to load any of the lots of the five coordinated suppliers, whichever occurs
first.
10.5 Contagem do tempo de estadia: o tempo de estadia no porto de embarque começará a
contar seis horas depois da aceitação do N.O.R., ou quando o navio estiver pronto para atracar no
berço para embarque de qualquer um dos lotes dos cinco fornecedores, o que ocorrer primeiro.
10.6 DEMURRAGE: Demurrage if any, to be calculated as per Charter Party rate, but maximum
US$ 25,000 per day pro-rata.
10.6 Sobrestadia: A sobrestadia, se houver alguma, será calculada pelas taxas da Charter Party,
mas o máximo diário nunca ultrapassará US$25.000,00 pro-rata.
Document for demurrage calculation to be sent to SELLER: Vessel’s Statement of facts, copy of the
Charter Party and demurrage calculation worksheet.
Os documentos para os cálculos da sobrestadia serão enviados para o Vendedor, a saber: o
Statement of Facts do navio, cópia do Charter Party e a planilha de custos da sobrestadia.
10.7 Demurrage at load port shall be paid within 30 (thirty) days after the presentation of the
demurrage invoice jointly with the supporting documents;
10.7 Demurrage no porto de carregamento deverá ser pago dentro de 30 dias depois da
apresentação da fatura da sobrestadia juntamente com os demais documentos;
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10.8 Any demurrage claims shall be submitted within ninety (90) days of completion of delivery or
shall be deemed as time barred.
10.8 Qualquer reclamação relativa à sobrestadia será apresentada dentro de noventa dias a partir
da entrega completa do produto ou prescreverá.
10.9 BUYER hereby acknowledge that this lot is part of the total (62,010 m³), negotiated by
BUYER and AGENT to fulfill this contract and the total lot must be the quantity to be considered for
demurrage purposes and also laytime calculation purpose.
10.9 O Comprador por este instrumento reconhece que este lote é parte do total de 62,010 mil
m3, negociado pelo Comprador e Agente, e para atender a este contrato o lote total deverá ser a
quantidade considerada para o caso de sobrestadia e também para o cálculo da estadia.
10.10 Each of quantity per clause 3.2, referring to the monthly shipment composed by the five
coordinated suppliers to be considered as a whole lot by BUYER for the purpose of N.O.R. and
laytime counting during the loading of each monthly shipment at the loading port.
10.10 Cada quantidad,e mencionada na cláusula 3.2, refere-se ao carregamento mensal composto
por cinco coordenados fornecedores, sendo considerado um só lote pelo COMPRADOR para
atender o N.O.R. e para o cálculo da estadia durante o embarque de cada um dos lotes mensais
carregados no porto de embarque.
PRICE
PREÇO
11.1
Price to be fixed basis NYMEX RBOB contract of the following month of each shipping
period per clause 3.2, less 0.50 (fify) US dollars cents per gallon, converted into US$ per cubic
meter at 20 Deg C and to be exchanged by an E.F.P. (Exchange Future for Physical), maximum 05
(five) days prior to nominated vessel´s ETA at the load port, or expiration of respective futures
contract (s), whichever occurs first, against the following positions:
11.1 Preço será fixado baseado no contrato NYMEX RBOB do mês seguinte a cada período de
embarque conforme cláusula 3.2, menos US$ 0.50 (cinquenta centavos de dólares) por galão,
convertidos em US$ por metro cúbico a temperatura de 20 Graus Celsius e será trocado por um
E.F.P. (sigla de Exchange Future for Physical), no máximo cinco dias antes do ETA do navio no
porto de embarque, ou do último dia de comercialização de cada contrato futuro respectivo,
valendo no caso o que ocorrer primeiro, respeitando as seguintes condições abaixo:
SHIPPING PERIOD
LOTS
PRICE AGAINST NYMEX
RBOB CONTRACT
PERÍODO DE EMBARQUE
LOTES
PREÇO CONTRA CONTRATO
NYMEX RBOB
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11.2. Each future contract shall be equal to 42,000 gallons of product equivalent to 158,987 litres
or 159 cubic metres.
11.2 Cada contrato futuro será igual a 42 mil galões do produto, equivalente a 158.987 litros ou
159 m3.
11.3 The cost of E.F.P. included margins calls and brokers commissions to be supported by each
part (Seller and Buyer)..
11.3 Os custos da E.F.P. incluindo margens de telefone e comissões de agentes serão realizados
por cada parte (Vendedor e Comprador).
11.4 The resulting price shall be expressed in United States Dollars per cubic meter in bulk, at 20
Celsius degrees at the time of shipment FOB Santos , Brazil.
11.4 O preço resultante será expresso em dólares norte-americanos por metro cúbico, a granel, a
20ºC por ocasião do embarque FOB no porto de Santos, Brasil.
11.5 If the pricing shall not be completed by the term mentionated above, the Buyer retains the
right at its sole discretion to price the lots remaining unpriced on the following market day, at
prevailing market levels.
11.5 Se o preço não for completado dentro do prazo acima mencionado, o Comprador terá o
direito, que poderá utilizar se e quando quiser, de fixar os preços dos lotes restantes, ainda sem
preço, nos níveis vigentes no mercado, no dia útil imediatamente seguinte.
PAYMENT
PAGAMENTO
12.1 Shipment shall be guaranteed by at Sight Stand By Letter of Credit (henceforth LC) issued by
an International first class bank and the payment shall be made three working days after
presentation of the following original shipping documents at Buyer’s office in Stamford, CT:
12.1 O pagamento será garantido por carta de comprometimento de crédito (em inglês, Standby
L/C; a partir de agora denominada L/C), emitida por um banco internacional de 1ª classe e o
pagamento deverá ser feito em três dias úteis depois da apresentação dos seguintes documentos
originais de embarque encaminhados ao escritório do Comprador em Stamford, CT:.
 Full set of clean on board of tanker or charter party bills of lading, marked freight payable
as per charter party, issued or endorsed to order of NOBLE AMERICAS CORP, or its
designee;
 Commercial Invoice;
 Certificate of quality issued by SGS – Société Générale de Surveillance, in Brazil ;
 Certificate of quantity issued by SGS – Société Générale de Surveillance, in Brazil;
 Certificate of origin.
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 Todos os conhecimentos de embarque limpos, frete especificado, pagável segundo a Charter
Party, emitido ou endossado à order da NOBLE AMERICAS CORP, ou seu designado;
 Fatura comercial.
 Certificado de qualidade emitido pela SGS – Société Générale de Surveillance, no Brasil;
 Certificado de quantidade emitido pela SGS – Société Générale de Surveillance, no Brasil;
Certificado de origem.
All amounts due under this contract shall be paid in full without any deduction or withholding other
than is required by law and BUYER shall not be entitled to assert any credit setoff or counterclaim
against SELLER in order to justify withholding payment of any such amount in whole part.
Todas as quantias devidas nos termos deste contrato devem ser pagas por inteiro sem nenhuma
dedução ou retenção, além das exigidas por lei, e o Comprador não terá o direito de exigir
nenhuma compensação ou apresentar alegação contra o Vendedor para justificar a retenção de
pagamento de qualquer quantia, do todo ou de parte dela.
SELLER has to present the originals documents to the Buyer maximum 15 running days after BL
date and payment must be made per payment instructions to follow in each invoice.
VENDEDOR apresentará os documentos originais para o Comprador no máximo em 15 dia corridos
da data do BL e pagamento deverá ser feito conforme instruções de pagamento inseridos em cada
fatura comercial.
The stand by L/C must be opened in time to be advised to the SELLER and fully operative at least
10 days prior to the vessel ETA and receipt in good order to be confirmed by SELLER.
A carta de comprometimento de crédito deverá estar aberta e enviada para o Vendedor em tempo
e estará operando totalmente pelo menos dez dias antes do ETA do navio e o recebimento em boa
ordem será confirmada pelo VENDEDOR.
The stand by letter of credit for each specific lot should show validity for negotiation until 60 days
after the first day of the shipment period.
A carta de comprometimento de crédito para cada lote especifico deverá mostrar a validade para
negociação de até 60 dias depois do primeiro dia do período de embarque.
SELLER to adivise the advising bank to cancel the Stand By L/C up to 48 hours after the payment
has been confirmed on it account, for each shipment.
VENDEDOR deverá avisar o banco para cancelar a carta de crédito Stand By até 48 horas depois
do pagamento estar confirmado, para cada embarque.
SELLER’S Instructions for L/C opening and advising will be send to BUYER 5 days before the
shipment period.
Instruções do Vendedor para a abertura e aviso da L/C será enviada ao COMPRADOR em 5 dias
antes do período de embarque.
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12.2 PAYMENT VIA STAND BY L/C: The documents required to be presented for negotiation of the
stand by L/C, if is the case, are the following:
12.2 PAGAMENTO VIA CARTA DE COMPROMETIMENTO: Os documentos que devem ser
apresentados para a negociação da L/C, se for o caso, são os seguintes:






Non negotiable original of clean on board of tanker or charter party bills of lading, marked
freight payable as per charter party, issued or endorsed to order of NOBLE AMERICAS
CORP, or its designee;
Copy original of Commercial Invoice;
Copy of Certificate of quality issued by SGS – Société Générale de Surveillance, in
Brazil ;
Copy of Certificate of quantity issued by SGS – Société Générale de Surveillance, in
Brazil;
Copy of Certificate of origin.
Original declaration from the SELLER that the Company did not receive the value of the
shipment from BUYER via presentation of original documents for payment basis cash
against documents.
 Não negociados conhecimentos de embarque limpos, frete especificado, pagável segundo a
Charter Party, emitido ou endossado à order da NOBLE AMERICAS CORP, ou seu
designado;
 Cópia da fatura comercial.
 Cópia do Certificado de qualidade emitido pela SGS – Société Générale de Surveillance, no
Brasil;
 Cópia do Certificado de quantidade emitido pela SGS – Société Générale de Surveillance, no
Brasil;
 Cópia do Certificado de origem.
 Declaração original do VENDEDOr da empresa que não recebeu o pagamento do embarque
do COMPRADOR através da apresentação dos documentos originais baseado em dinheiro
contra os documentos.
The payment terms and respective L/C shall be governed by the Uniform Customs and Practice for
Documentary Credits, 1993 revisions, ICC publication nº 590 (International Standby Practices –
ISP98) in place since January 01, 1999 or any other future revision.
Os termos de pagamento e a respectiva L/C serão regidos pelo Uniform Customs and Practice for
Documentary Credits, com as revisões de 1993, publicação ICC nº 590 (International Standby
Practices – ISP98) vigendo desde 1º de Janeiro de 1999, ou qualquer outra versão a ser
publicada.
Opening cost of the L/C shall be for BUYER’s account;
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Custos de abertura da L/C serão por conta do COMPRADOR;
12.3 ABSENCE OF OPERATIVE L/C: Should the L/C not be opened and being fully effective as per
sub-clause 12.1 above, SELLER shall be entitled to adjourn the shipment until such contractual
obligations are fulfilled in which case BUYER shall pay the due carrying charges covering port
storage and additional port taxes and any other expenses or damages in consequence of such
faults, not covered by the carrying charges. Such additional cost to be substantiated with a copy of
the relevant invoices.
12.3 AUSÊNCIA DA L/C: Se a L/C não for aberta e não estiver inteiramente vigente segundo os
termos da subcláusula 12.1, o Vendedor terá o direito de adiar o embarque, até que tais
obrigações contratuais sejam cumpridas. Em tal caso, o Comprador pagará as devidas despesas de
carregamento relativas ao estoque no porto e impostos e taxas extras, assim como quaisquer
outras despesas ou danos decorrentes de tais faltas, e não cobertos pelas despesas de
carregamento. Tais custos adicionais serão cobrados por meio de uma cópia das faturas
correspondentes.
TITLE AND RISK
TITULO E RISCO
13.1 Title and Risk on the PRODUCT shall pass from SELLER to BUYER at the moment it passes
the carrying vessel’s manifold at the loading port and BUYER may contract marine insurance at its
own account and risk.
13.1 Títulos e riscos relativos ao produto passarão da responsabilidade do Vendedor para a do
Comprador no momento em que o produto passar pela tubagem coletora do navio no porto de
embarque e o Comprador fará seguro marítimo por sua conta e risco.
DUTIES AND PORT DUES
DEVERES E TAXAS PORTUÁRIAS
14.1 Table 1 Item 1 of Port Organization, TUP, to be for SELLER’s account.
14.1 A tabela 1, item 1 da Organização dos Portos, TUP, é de responsabilidade do Vendedor.
14.2
Table 1 Item 2 of Port Utilization Tax to be for BUYER’s account.
14.2 A tabela 1, tem 2 do Imposto de Utilização do Porto é de responsabilidade do Comprador.
14.3 All costs, duties, taxes or levies with respect to the exportation of goods, including but not
limited to the port of utilization tax (except for the ones of Owner´s responsibility), at the country
of loading shall be for SELLER´s account.
14.3 Todos os custos, tarifas, taxas, emolumentos relativos à exportação de bens, entre os quais o
imposto de utilização do porto (exceto para os de responsabilidade do proprietário), no país do
embarque, serão de responsabilidade do Vendedor.
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14.4 All costs, duties, taxes or levies with respect to the importation of the goods, including but
not limited to lighterage, wharfage and dockage, at the country of destination shall be for
BUYER´s account.
14.4 Todos os custos, tarifas, taxas, emolumentos relativos à importação de bens, entre os quais o
imposto de utilização do porto (exceto para os de responsabilidade do proprietário), no país do
destino, serão de responsabilidade do Comprador.
LICENSES
LICENÇAS
15.1 Export licenses are for the account of the seller.
15.1 Licenças de exportação são por conta do vendedor.
15.2 Import licenses are for the account of the buyer.
15.2 Lincenças de importação são por conta do comprador.
16. FORCE MAJEURE
16. FORÇA MAIOR
16.1 If either party is prevented or delayed in the performance of any of their obligations under
this contract by force majeure and if the party so prevented or delayed gives written notice within
72 hours thereof to the other specifying the matters constituting force majeure together with such
evidence as it reasonably can give and specifying the period for which it is estimated that such
prevention or delay will continue, then the party so prevented or delayed shall be excused the
performance or the punctual performance as the case may be as from the date of such notice for
so long as such cause of prevention or delay shall continue.
16.1 Se qualquer das partes for impedida ou for obrigada a atrasos na execução de quaisquer de
suas obrigações constantes do presente contrato, por razão de força maior, e se a parte assim
impedida ou obrigada a atrasos informar a outra parte, por escrito, dentro de 72 horas a partir dos
fatos, especificando as matérias que constituem a força maior, juntamente com as provas que,
razoavelmente, possam ser fornecidas, e ainda especificando o período estimado de tal
impedimento ou atraso, então, a parte assim impedida ou obrigada a atrasos não poderá ser
culpada do não-cumprimento do contrato ou de partes do contrato a partir da data do aviso e pelo
tempo em que continuar agindo a causa do obstáculo ou do atraso ao cumprimento do contrato.
16.2 In the event of notification being made by either of the parties pursuant to the above of a
force majeure event both parties shall use all reasonable endeavors to mitigate the effects of an
event of force majeure and the parties shall consult together with a view to agreeing what action
should in the circumstances be taken.
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16.2 No caso em que a notificação for feita por quaisquer das partes, nos termos do acima
mencionado, por razão de força maior, ambas as partes deverão fazer tudo o que for razoável
para minorar os efeitos do acontecimento de força maior, e as partes deverão se consultar
mutuamente com o fim de agir conjuntamente para realizar as ações exigidas pelas circunstâncias.
16.3 If a continuous period of 45 days shall elapse from the date of notification as above and at
the end of that period the force majeure event shall be in existence and shall materially affect the
operation and/or substance of this contract then either party shall have the right to terminate this
contract by serving written notice on the other and each of the parties shall be released from all of
their obligations under this contract forthwith other than the obligation to make any payments
which shall have accrued due pursuant here to including (but not limited to) the obligation to
repay in full any monies held by way of deposit for deliveries that have not yet been effected and
other than those obligations in the arbitration provisions and subject to such continuous
obligations this contract shall be terminated forthwith.
16.3 Se decorrer um período contínuo de 45 dias, a partir da data da notificação, como está
mencionada acima e, no fim deste período, continuar existindo o fato que deu origem à situação
de força maior, e ele continuar materialmente afetando a operação e/ou a substância deste
contrato, então qualquer das partes contratantes terá direito de cancelar este contrato por meio
de comunicação escrita à outra parte contratante, e as partes ficarão imediatamente desligadas de
todas suas obrigações constantes deste contrato, mas continuarão com a obrigação de efetuar
qualquer pagamento devido, que decorra do que aqui está estatuído, o que inclui (mas não está
limitado a) a obrigação de pagar por inteiro qualquer soma mantida em depósito para mercadorias
que ainda não foram entregues e ainda outras que não as obrigações derivadas do que está
contido nas cláusulas de arbitragem e sujeitas a tais obrigações cont´´inuas, este contrato será
terminado imediatamente.
16.4 For the purposes of this contract the term "force majeure" shall be deemed to include any
event affecting the performance of this contract arising from or attributable to acts, events, nonhappenings, omissions or accidents beyond the reasonable control of the parties and shall include
the following: act of god, war, civil commotion, hostilities, earthquake, strike, fire, flood.
16.4 Para os objetivos deste contrato a expressão “força maior” deverá ser entendida como
incluindo qualquer evento que influencie a execução deste contrato que decorra de fatos ou que
possa ser atribuível a fatos, acontecimentos, não-acontecimentos, omissões, ou acidentes, que
estão além do controle razoável das partes, e incluem os seguintes: causas naturais, guerra civil,
comoção, hostilidades, terremotos, raios, fogo, inundações.
16.5 The Seller´s failure to obtain an export licence shall not be considered as reason to declare
“Force Majeure”, except if law, rule, or acting from the Brazilian Government prohibiting exports of
ethanol.
16.5 A não-obtenção, por parte do Vendedor, da licença de exportação, não será considerada
razão de “força maior”, exceto se, lei, regulamento ou ato do governo brasileiro proíba
exportações de etanol.
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17 APPLICABLE LAW
17 LEI APLICÁVEL
17.1 This contract shall be governed by and construed in accordance with the laws of England.
17.1 O presente contrato será governado pela lei inglesa.
18.LIABILITIES
18. IMPUTABILIDADES
18.1 Neither SELLER nor BUYER shall be held liable for indirect or consequential losses.
18.1 Nem o Vendedor nem o Comprador serão imputáveis por perdas indiretas ou conseqüentes.
19.DISPUTES ARBITRATION
19. ARBITRAGEM
19.1 Any dispute arisen out of this contract which cannot be resolved by negotiation nor by a
mediation within 90 (ninety days) counted from the date of the first written notice received by the
party being claimed, is to be submitted to the London Court International Arbitration – LCIA, and
the Rules of such institution is to apply to the arbitration.
19.1 Qualquer disputa que decorra do presente contrato e que não possa ser resolvida por
negociação ou mediação dentro de 90 dias contados da data da primeira comunicação recebida
pela parte contra a qual pesa a reclamação, será submetida à Corte Internacional de Arbitragem,
sediada em Londres (LCIA) e às disputas serão aplicadas as regras de tal instituição.
19.2 The number of arbitrators shall be three. The place of arbitration shall be London, England
and the language of the arbitration shall be English. Any award of the arbitrators shall be final and
binding on the Parties and may be enforced in any competent jurisdiction.
19.2 Haverá até três arbitragens. Londres, na Inglaterra, será o local da arbitragem e inglês o
idioma escolhido. As sentenças arbitrais não comportarão recursos, obrigarão as partes e serão
aplicadas por qualquer tribunal competente.
19.3 Submission of any dispute to arbitration shall not prejudice the right of either Party to
request any judicial or other authority in any county to order any provisional or conservatory
measures or relief for the preservation of its rights hereunder.
19.3 A entrega de qualquer disputa à arbitragem não prejudicará o direito de qualquer parte
recorrer a meios judiciários ou a qualquer autoridade em qualquer país para obter medidas
provisórias, conservatórias ou cautelares.
19.4 If any or both of the parties do not agree to the mediation, it or they can proceed directly
to the LCIA arbitration.
19.4 Se alguma das partes ou as duas não concordarem com a mediação, uma delas ou as duas
poderão recorrer diretamente à arbitragem da LCIA.
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20. OTHER TERMS
20. OUTRAS DISPOSIÇÕES
20.1 Unless inconsistent with the specific terms of this contract or otherwise specified herein,
interpretation of contract terms shall be governed by ICC’s Incoterms 2000 (latest version), which
are incorporated herein, including supplements valid at the time the contract is concluded.
20.1 A menos que inconsistente com os específicos termos deste contrato ou de outro modo
especificado, a nterpretação dos termos do contrato será governado pelo ICC´s INCOTERMS 2000
(última versão), as quais são incorporadas neste instrumento, incluindo alterações válidas ao
tempo de conclusão desse contrato.
ENTIRE AGREEMENT
CONTRATO INTEIRO
21.1 The contract contains the entire agreement between the parties and supersedes all
previous negotiations, representations, agreements or commitments with regard to its subject
matter.
21.1 O presente contrato contém inteiramente o que foi combinado entre as partes e anula todas
as negociações, combinações, acordos ou compromissos prévios relativos às matérias constantes
deste contrato.
21.2 Each party acknowledges that in entering into this contract it has not relied on any
representations, warranties, statements or undertakings except those, which are expressly set out
herein.
21.2 Cada uma das partes contratantes reconhece que só está sujeita aos compromissos
expressamente constantes do presente contrato, não havendo representações, garantias e
declarações que os impeçam.
21.3 The Parties hereto execute this Contract in three (3) counterparts of equal content and
form.
21.3 E, por estarem de acordo, as duas partes contratantes assinam este contrato em três vias de
igual teor e forma.
São Paulo,
.
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20
______________________________________________
BUYER: XX
Name: The Renewable Corporation
_____________________________________________
SELLER: COSAN S/A – INDÚSTRIA E COMÉRCIO
Name:
_____________________________________________
SELLER: COSAN INTERNATIONAL UNIVERSAL CORPORATION
Name:
The following is a supply agreement template provided by
COSAN to be used once price & terms are finalized with
respect to the Renewable Chemical plant projects and
alternative fuel imports.
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CORPORATIONS DIVISION - REGISTRATION DATA SEARCH
INDUSTRIAL BIOTECHNOLOGY CORPORATION
UBI Number
602 412 609
Category
Regular Corporation
Profit/Nonprofit
Profit
Active/Inactive
Active
State of Incorporation
WA
Date of Incorporation
07/15/2004
License Expiration Date
07/31/2006
Registered Agent Information
Agent Name
CAROL ALLEN
Address
2200 112TH AVE NE #200
City
BELLEVUE
State
WA
ZIP
98004
Special Address Information
Address
City
State
Zip
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Disclaimer
Information in the Secretary of State's Online Corporations Database is updated Monday through Friday by 5:00
a.m. Pacific Standard Time (state holidays excluded). Neither the State of Washington nor any agency, officer, or
employee of the State of Washington warrants the accuracy, reliability, or timeliness of any information in the
Public Access System and shall not be liable for any losses caused by such reliance on the accuracy, reliability, or
timeliness of such information. While every effort is made to ensure the accuracy of this information, portions
may be incorrect or not current. Any person or entity who relies on information obtained from the System does
so at his or her own risk.
Washington Secretary of State
801 Capitol Way South
PO BOX 40234, OLYMPIA WA 98504-0234
(360) 753-7115

issuer information file

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