- Current report filing (8-K)
07 October 2009 - 9:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): October 2,
2009
SYNTEC
BIOFUEL INC.
|
(Exact
name of registrant as specified in its
charter)
|
Washington
|
|
000-51932
|
|
91-2031335
|
(State
or other jurisdiction of incorporation or organization)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
Suite
206, 388 Drake Street
Vancouver,
British Columbia, Canada
|
|
V6B
6A8
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number
(including
area code)
|
|
(604)
681-1064
|
|
|
|
|
|
|
|
|
|
(Former
name or former address if changed since last report)
|
|
(Zip
Code)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions.
¨
|
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
SECTION
1
|
REGISTRANT’S
BUSINESS AND OPERATIONS
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
No events
to report.
Item
1.02
|
Termination
of a Material Definitive Agreement.
|
No events
to report.
Item
1.03
|
Bankruptcy
or Receivership.
|
No events
to report.
SECTION
2
|
FINANCIAL
INFORMATION
|
Item
2.01
|
Completion
of Acquisition or Disposition of
Assets.
|
No events
to report.
Item
2.02
|
Results
of Operations and Financial
Condition.
|
No events
to report.
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
|
Item
2.04
|
Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
|
No events to report.
Item
2.05
|
Costs
Associated with Exit or Disposal
Activities.
|
No events to report.
Item
2.06
|
Material
Impairments.
|
No events to report.
SECTION
3
|
SECURITIES
AND TRADING MARKETS
|
Item
3.01
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
No events to report.
Item
3.02
|
Unregistered
Sales of Equity Securities.
|
Syntec
Biofuel Inc. (“Syntec”) offered, by way of a private placement, 16,666,667
shares for an aggregate offering US one million, two hundred and fifty thousand
dollars (US$1,250,000) (the “Offering”). The Shares were offered at
US $0.075 per share. Each Share consisted of one common share in the
capital stock of the Company (a "Share" or “Securities”). The date of
the Offering was June 10, 2009 and the closing date is October 31,
2009.
The
Offering was made in the State of Washington, under exemptions provided by Rule
506 of regulation D promulgated under the Securities Act and by Washington
Administrative Code 46044A-300 and 460-44A-506. Subscriptions
were only accepted from persons who are "accredited investors" defined by Rule
501 (a) under the Securities Act and WAC 460-44A-501 or meet the conditions as
defined by either Rule 506 under the Securities Act or Regulation
S.
The
following shares are the unregistered sales to date:
Date
Acquired
|
|
|
Number
of Shares
|
|
|
Type
of Shares
|
|
|
Exemption
|
October
2, 2009
|
|
|
|
1,933,333
|
|
|
Common
|
|
|
Rule
506 of
Regulation
D
|
Total
|
|
|
|
1,933,333
|
|
|
|
|
|
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Item
3.03
|
Material
Modification to Rights of Security
Holders.
|
SECTION
4
|
MATTERS
RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
|
Item
4.01
|
Changes
in Registrant’s Certifying
Accountant.
|
Item
4.02
|
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
|
SECTION
5
|
CORPORATE
GOVERNANCE AND MANAGEMENT
|
Item
5.01
|
Changes
in Control of Registrant.
|
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
Item
5.04
|
Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans.
|
Item
5.05
|
Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code
of Ethics.
|
Item
5.06
|
Change
in Shell Company Status.
|
SECTION
6
|
ASSET-BACKED
SECURITIES
|
Item
6.01
|
ABS
Informational and Computational
Material.
|
Item
6.02
|
Change
of Servicer or Trustee.
|
Item
6.03
|
Change
in Credit Enhancement or Other External
Support.
|
Item
6.04
|
Failure
to Make a Required Distribution.
|
Item
6.05
|
Securities
Act Updating Disclosure.
|
Item
7.01
|
Regulation
FD Disclosure.
|
SECTION
9
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
No
events or exhibits to report.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SYNTEC
BIOFUEL INC.
/s/
Michael Jackson
|
|
Michael
Jackson, CEO
|
|
|
|
October
6, 2009
|
|
Date
|
|
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