Renewable Energy Acquisition Corp. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Renewable Energy Acquisition Corp.	Financial_Report.xls
EX-31.1 - Renewable Energy Acquisition Corp.	ex31-1.htm
EX-32.1 - Renewable Energy Acquisition Corp.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark one)

x	Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended September 30, 2013

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

	For the transition period from ______________ to _____________

Commission File Number: 0-53900

Renewable Energy Acquisition Corp.

(Exact name of registrant as specified in its charter)

Nevada	01-0741042
(State of incorporation)	(IRS Employer ID Number)

10935 57th Avenue North, Plymouth, MN 55442

(Address of principal executive offices)

(952) 541-1155

(Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YES x NO o

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: November 8, 2013: 1,623,750 shares of common stock, par value $0.001

Renewable Energy Acquisition Corp.

Form 10-Q

For the period ended September 30, 2013

Table of Contents

	Page
Part I - Financial Information

Item 1 - Financial Statements	3

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations	11

Item 3 - Quantitative and Qualitative Disclosures About Market Risk	15

Item 4 - Controls and Procedures	15

Part II - Other Information

Item 1 - Legal Proceedings	16

Item 1A - Risk Factors	16

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3 - Defaults Upon Senior Securities	16

Item 4 - Mine Safety Disclosures	16

Item 5 - Other Information	16

Item 6 - Exhibits	16

Signatures	16

Part I - Financial Information

Item 1 - Financial Statements

Renewable Energy Acquisition Corp.

(a development stage company)

Balance Sheets

September 30, 2013 and December 31, 2012

(Unaudited)

	September 30,			December 31,
	2013			2012
ASSETS

Current Assets
Cash and cash equivalent	$	7,234		$	129
Prepaid expenses		10,925			1,375

Total Assets	$	18,159		$	1,504

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable
Trade	$	7,794		$	12,793
Officer		—			635
Deposits		20,000			—
Notes payable to stockholders		21,020			7,145

Total Liabilities		48,814			20,573

Commitments and Contingencies

Stockholders' Deficit
Preferred stock - $0.001 par value,
5,000,000 shares authorized.
None issued and outstanding.		—			—
Common stock - $0.001 par value,
50,000,000 shares authorized.
1,623,750 shares issued and outstanding		1,624			1,624
Additional paid-in capital		50,988			50,305
Deficit accumulated during the development stage		(83,267	)		(70,998	)

Total Stockholders' Deficit		(30,655	)		(19,069	)

Total Liabilities and Stockholders’ Deficit	$	18,159		$	1,504

See accompanying notes to unaudited financial statements.

Renewable Energy Acquisition Corp.

(a development stage company)

Statements of Operations

For the Nine and Three months ended September 30, 2013 and 2012 and

Period from June 21, 2007 (date of incorporation) through September 30, 2013

(Unaudited)

													Period from
													June 21, 2007
	Nine months			Nine months			Three months			Three months			(date of
	ended			ended			ended			ended			incorporation)
	September 30,			September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012			2013

Revenues	$	—		$	—		$	—		$	—		$	—

Operating expenses
Organization costs		—			—			—			—			11,428
Professional fees		9,825			6,000			5,300			1,410			55,092
Other expenses		1,760			3,134			(950	)		146			11,608

Total operating expenses		11,585			9,134			4,350			1,556			78,128

Loss from operations		(11,585	)		(9,134	)		(4,350	)		(1,556	)		(78,128	)

Other expense
Interest expense		(684	)		(542	)		(297	)		(234	)		(5,139	)

Net Loss	$	(12,269	)	$	(9,676	)	$	(4,647	)	$	(1,790	)	$	(83,267	)

Loss per weighted-average share of common stock outstanding,
computed on net loss – basic and fully diluted	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

Weighted-average number of shares of common stock outstanding –
basic and fully diluted		1,623,750			1,100,000			1,623,750			1,100,000

See accompanying notes to unaudited financial statements.

Renewable Energy Acquisition Corp.

(a development stage company)

Statements of Cash Flows

Nine months ended September 30, 2013 and 2012 and

Period from June 21, 2007 (date of incorporation) through September 30, 2013

(Unaudited)

							Period from
							June 21, 2007
							(date of
	Nine months			Nine months			incorporation)
	ended			ended			through
	September 30,			September 30,			September 30,
	2013			2012			2013
Cash Flows from Operating Activities
Net loss for the period	$	(12,269	)	$	(9,676	)	$	(83,267	)
Adjustments to reconcile net loss to net cash used in operating activities
Interest expense contributed as capital by stockholders		684			542			5,138
(Increase) Decrease in
Prepaid expenses		(9,550	)		(375	)		(10,925	)
Increase (Decrease) in
Accounts payable - trade		(5,000	)		2,410			7,793

Net cash used in operating activities		(26,135	)		(7,099	)		(81,261	)

Cash Flows from Financing Activities
Cash received on sale of common stock		—			—			31,000
Cash received from notes payable to stockholders		13,240			7,120			56,495
Principal repayments of notes payable to stockholders		—			—			(19,000	)
Deposits received from potential acquisition		20,000			—			20,000

Net cash provided by financing activities		33,240			7,120			88,495

Increase in Cash		7,105			21			7,234

Cash at beginning of period		129			148			—

Cash at end of period	$	7,234		$	169		$	7,234

Supplemental Disclosure of Interest and Income Taxes Paid
Interest paid during the period	$	—		$	—		$	—
Income taxes paid during the period	$	—		$	—		$	—

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Notes payable to stockholders converted into common stock	$	—		$	—		$	61,000
Accounts payable to stockholders converted into note payable	$	635		$	—		$	635

See accompanying notes to unaudited financial statements.

Renewable Energy Acquisition Corp.

(a development stage company)

Notes to Financial Statements

Note A - Background and Description of Business

Renewable Energy Acquisition Corp. (Company) was incorporated on June 21, 2007 under the laws of the State of Nevada.

The Company was formed as a blank check company to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industry and their related infrastructures. To date, our efforts have been limited to organizational activities. As the Company has had no substantial operations or substantial assets since inception, the Company is considered in the development stage.

Note B - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has established a year-end for accounting purposes of December 31.

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

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K containing the Company’s financial statements for the year ended December 31, 2012. The information presented within these interim financial statements may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein.

In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission’s instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2013.

Note C - Going Concern Uncertainty

The Company was formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industry and their related infrastructures. To date, the Company’s efforts have been limited to organizational activities. As the Company has had no substantial operations or substantial assets since inception, the Company is considered in the development stage. There is no assurance that the Company will be able to successful in the implementation of this business plan.

Renewable Energy Acquisition Corp.

(a development stage company)

Notes to Financial Statements

Note C - Going Concern Uncertainty, Continued

The Company has no operating history, limited cash on hand, no assets and has a business plan with inherent risk. Because of these factors, there is substantial doubt about our ability to continue as a going concern.

The Company’s current management anticipates that the initial capitalization will be sufficient to maintain the corporate status of the Company for the immediate future. Because of the Company's lack of operating assets, the Company’s continuance may become fully dependent upon either future sales of securities and/or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity during the development phase.

The Company's continued existence is dependent upon its ability to implement its business plan, generate sufficient cash flows from operations to support its daily operations, and provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company faces considerable risk in it’s business plan and a potential shortfall of funding due to our uncertainty to raise adequate capital in the equity securities market.

The Company is dependent upon the cash in bank to support its day-to-day operations. In the event that working capital sufficient to maintain the corporate entity and implement our business plan is not available, the Company’s existing controlling stockholders intend to maintain the corporate status of the Company and provide all necessary working capital support on the Company's behalf. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or existing controlling stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Company’s existing controlling stockholders to have the resources available to support the Company.

The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

The Company’s Articles of Incorporation authorizes the issuance of up to 5,000,000 million shares of preferred stock and 50,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede the implementation of the Company’s business plan. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.

In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.

While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.

Note D - Summary of Significant Accounting Policies

1. Cash and cash equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Renewable Energy Acquisition Corp.

(a development stage company)

Notes to Financial Statements

Note D - Summary of Significant Accounting Policies, Continued

2. Income taxes

The Company files income tax returns in the United States of America and various states, as appropriate and applicable. With few exceptions, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2010. The Company does not anticipate any examinations of returns filed for periods ending on or after December 31, 2009.

The Company uses the asset and liability method of accounting for income taxes. At September 30, 2013 and December 31, 2012, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals.

Potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment are recognized on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority.

3. Earnings (Loss) per common share

Basic earnings (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per common share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.

As of September 30, 2013 and 2012, respectively, the Company had no outstanding stock warrants, options or convertible securities which could be considered as dilutive for purposes of the loss per share calculation.

4. Recent Accounting Pronouncements

The Company is of the opinion that any and all pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company's financial position or results of operations.

5. Subsequent Events

The Company’s management reviewed all material events through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

Renewable Energy Acquisition Corp.

(a development stage company)

Notes to Financial Statements

Note E - Notes Payable to Stockholders

In conjunction with the initial capitalization of the Company, the subscribing stockholders agreed that additional working capital would be needed to support the initial phases of the Company’s implementation of its business plan. Accordingly, two controlling stockholders agreed to lend the Company an aggregate $25,000 with an initial maturity of the sooner of August 31, 2008 or 10 days after the closing of an anticipated initial public offering.

The notes are non-interest bearing and, as such, the Company has recognized an aggregate of approximately $3,386 as additional paid-in capital for economic event (calculated at an imputed interest rate of 6.0% per annum) related to the non-interest bearing feature on the aforementioned notes payable to stockholders.

On September 29, 2009, the Company paid the controlling stockholders an aggregate of $19,000 as principal repayment and the controlling stockholders converted their remaining $6,000 in debt into 250,000 shares of restricted, unregistered common stock.

As of December 31, 2011 and 2010, the outstanding balances on these two separate notes is an aggregate $-0- and $-0-, respectively.

During Calendar 2010, three stockholders loaned the Company an aggregate $3,000 to support the Company’s working capital needs. These notes are due upon demand and are non-interest bearing.

During Calendar 2011, two stockholders loaned the Company an aggregate $7,320 to support the Company’s working capital needs. These notes are due upon demand and are non-interest bearing.

During 2013, two (2) separate stockholders loaned an additional aggregate $13,240 in cash to the Company to support operations. Additionally, one stockholder converted $635 of open accounts payable into a note payable. These notes are due upon demand and are non-interest bearing.

As of September 30, 2013 and December 31, 2012, the outstanding aggregate balances on notes payable to stockholders was $21,020 and $7,145, respectively.

The Company has recognized an aggregate of $684 and $542 in interest expense for each of the nine month periods ended September 30, 2013 and 2012, respectively, as additional paid-in capital for the economic event related to the non-interest bearing feature on these notes payable to stockholders(calculated at an imputed interest rate of 6.0% per annum).

Renewable Energy Acquisition Corp.

(a development stage company)

Notes to Financial Statements

Note F - Equity Transactions

At its June 21, 2007 initial capitalization, the Company sold an aggregate 500,000 shares of restricted, unregistered common stock to its initial stockholders for gross proceeds of approximately $25,000 cash. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration of these shares and no underwriter was used in this transaction.

On September 29, 2009, the Company sold an aggregate 600,000 shares of restricted, unregistered common stock to 4 separate individuals, including 3 current stockholders or relatives of current stockholders for $0.02 per share, or $3,000 per purchaser. Two of the transactions were for cash and two of the transactions involved the exchange of notes payable to founding stockholders, as discussed earlier. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration of these shares and no underwriter was used in this transaction.

On November 12, 2012, the Company executed five (5) separate Investment Letter and Subscription Agreement(s) with three (3) separate stockholders converting an aggregate $10,475 in notes payable to stockholders into approximately 523,750 shares of restricted, unregistered common stock at $0.02 per share. The Company relied upon Section 4(2) of the Securities Act of 1933, as amended, for an exemption from registration of these shares and no underwriter was used in this transaction.

On September 2, 2013, the Company received a $20,000 “stand still fee" from a construction company pursuant to which it agreed to negotiate in good faith to reach a definitive agreement regarding the acquisition of the construction company’s solar photovoltaic construction and installation business unit, and to refrain from entering into discussions or negotiations with any other acquisition target for a period of time. As of the date of these financial statements, the companies are still in conversation and no definitive agreement has been entered into. The Company recorded this $20,000 fee under deposits on the balance sheet at September 30, 2013.

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

(1) Caution Regarding Forward-Looking Information

Certain statements contained in this quarterly filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

(2) General

Renewable Energy Acquisition Corp. ("we", "us", "our", "Company" or "Registrant") was incorporated in the state of Nevada on June 21, 2007. We were formed as a vehicle to pursue a merger, capital stock exchange, asset acquisition, or other similar business combination with an operating business in either the renewable energy or the environmental industries and their related infrastructures.

Our business plan is to acquire a business in either the renewable energy or the environmental industries. Although we are actively seeking acquisition candidates, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate for us. Notwithstanding our focus on renewable energy and environmental industries, we are not restricted from pursuing an acquisition or business combination with a business in any industry. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation. However, there is no assurance that the Company will be able to successfully implement our business plan.

The Company's ultimate continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company faces considerable risk in it’s business plan and a potential shortfall of funding due the potential inability to raise capital in the equity securities market. If adequate operating capital and/or cash flows are not received during the next twelve months, the Company could become dormant until such time as necessary funds could be raised.

The Company anticipates future sales or issuances of equity securities to fulfill its business plan. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

There is no assurance that the implementation of our business plan or any future business combination transaction will result in the appreciation of our stockholders’ investment in the then outstanding common stock.

(3) Results of Operations

The Company had no revenue for either of the nine or three month periods ended September 30, 2013 or 2012 or the period from June 21, 2007 (date of incorporation) through September 30, 2013, respectively.

General and administrative expenses of approximately $11,600 and $9,100 for each of the nine month periods ended September 30, 2013 and 2012, respectively, were directly related to maintaining the corporate entity and continued compliance with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. From our inception until the 4th quarter of Calendar 2009, the Company had virtually no activity.

The Company may or may not experience increases in expenses in future periods as the Company explores various options for the implementation of its business plan. However, at this time, the Company has not executed or consummated any definitive agreements with any identified business combination target. Further, it is anticipated that future expenditure levels may increase as the Company intends to fully comply with its periodic reporting requirements.

The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Securities Exchange Act of 1934 unless and until such time that the Company acquires or participates in a business with revenue producing activities.

Loss per share for the respective nine month periods ended September 30, 2013 and 2012 and for the period from June 21, 2007 (date of inception) through September 30, 2013 were $(0.01), $(0.01) and $(0.07), respectively.

(4) Plan of Business

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the advantages of being a publicly held corporation. In order for a company to be listed on a U.S. stock exchange or a quotation system, such company must be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, (Exchange Act). On May 3, 2010, 60 days following our filing of a General Form for Registration of Securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 on Form 10, we became subject to the periodic reporting requirements of the Exchange Act. After the consummation of a business combination with an operating company, the surviving company arising from the transaction between us and a private operating company will continue to be subject to the reporting requirements of the Exchange Act. Although an operating company may choose to effect a business combination with a company that is trading on the OTC Bulletin Board in order to become public, purchasing an OTC Bulletin Board trading company may be substantially more expensive than purchasing a Form 10 “blank check” company and such companies trading on the OTC Bulletin Board may also have liabilities or shareholder issues. Within three days after the consummation of the business combination transaction between a target operating company and us, the surviving company will be required to file an extensive Form 8-K with the SEC in connection with the transaction, including Form 10 type disclosures and other information on the private operating company. However, the aggregate expenses of purchasing a Form 10 “blank check” company and filing the Form 8-K is anticipated to be substantially lower than purchasing an OTC Bulletin Board company and have less risk to the shareholders of such company. Therefore, we believe that we would be attractive to a private operating company seeking to become public.

We were formed as a vehicle to pursue a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in either the renewable energy or the environmental industries and their related infrastructures. The renewable energy industry and its related infrastructure generally includes the production, generation, transmission and distribution of electricity, heat, fuel and other consumable forms of energy through the utilization of renewable fuel sources such as, but not limited to, geothermal, biofuels, synfuels, wind, ocean waves, "clean coal," and waste stream pyrolysis; and the infrastructure needed to maintain and operate the facilities, services and installations used in the foregoing areas.

Although we may consider a target business in any segment of any industry, we currently intend to concentrate our search for an acquisition candidate on companies in the following segments:

·	Wind electric generation, distribution and transmission;

·	Solar power;

·	Co-generation;

Bio-mass;

·	Synthetic gas production, distribution and transmission;

·	Energy efficiency and energy conservation related products and services;

·	Alternative transportation technologies;

·	Steam generation and distribution;

·	Alternative transportation technologies;

·	Energy storage technologies;

·	Other alternative and renewable energy technologies; and

·	The development, installation, financing, or manufacturing of any of the above.

We have a nominal amount of capital and will depend on our directors to provide us with the necessary funds to implement our business plan. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.

The analysis of new business opportunities will be undertaken by or under the supervision of our officers and directors. Our officers and directors will devote approximately 10 hours per week to searching for a target company until an acquisition candidate is identified and the transaction closed. However, we believe that business opportunities may also come to our attention from various sources, including, professional advisors such as attorneys, and accountants, securities broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. We have no plan, understanding, agreements, or commitments with any individual for such person to act as a finder of opportunities for us. We can give no assurances that we will be successful in finding or acquiring a desirable business opportunity, given the limited funds that are expected to be available to us for implementation of our business plan. Furthermore, we can give no assurances that any acquisition, if it occurs, will be on terms that are favorable to us or our current stockholders.

During the next 12 months, we anticipate incurring costs related to filing of periodic reports under the Exchange Act, seeking a prospective business acquisition and, if an attractive prospect is located, pursue completion of an acquisition.

(5) Liquidity and Capital Resources

At September 30, 2013 and December 31, 2012, respectively, the Company had working capital deficits of approximately $(30,700) and $(19,000), respectively; inclusive of notes payable to stockholders of approximately $21,000 and $7,100, respectively.

The Company currently has limited cash on hand, no operating assets and a business plan with inherent risk. Because of these factors, the Company’s auditors have issued an audit opinion on the Company’s annual financial statements which includes a statement describing our going concern status. This means, in the auditor’s opinion, substantial doubt about our ability to continue as a going concern exists at the date of their opinion.

The Company’s current business plan is to locate and combine with an existing, privately-held company which is profitable or, in management's view, has growth potential, irrespective of the industry in which it is engaged. A combination may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets or any other form which will result in the combined enterprise's becoming a publicly-held corporation. However, there is no assurance that the Company will be able to successfully implement our business plan.

It is the belief of management and significant stockholders that, should the need arise, they will provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company. Should management and significant stockholders fail to provide additional financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.

The Company's need for working capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.

The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.

Regardless of whether the Company’s cash assets prove to be inadequate to meet the Company’s operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.

(6) Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are:

Income taxes

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits.

Income (Loss) per common share

While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

Not required of a smaller reporting company.

Item 4 - Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive and Financial Officer (Certifying Officer), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to an inherent weakness in our internal controls over financial reporting due to our status as a shell corporation and having a sole officer and director. However, our Certifying Officer believes that the financial statements included in this report fairly presents, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.

(b) Changes in Internal Controls

There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1 - Legal Proceedings

None

Item 1A – Risk Factors

We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

None

Item 3 - Defaults Upon Senior Securities

None

Item 4 - Mine Safety Disclosure

N/A

Item 5 - Other Information

None

Item 6 - Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101 Interactive data files pursuant to Rule 405 of Regulation S-T.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Renewable Energy Acquisition Corp.


Dated: November 8, 2013	/s/ Craig S. Laughlin
	Craig S. Laughlin
	President, Chief Executive Officer,
	Chief Financial Officer and Director

Attached files

Renewable Energy Acquisition Corp. Reports

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