UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
S
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
|
For the quarterly period
ended:
September 30,
2009
£
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from________________ to ________________
Commission
File Number:
000-51932
SYNTEC
BIOFUEL INC.
|
(Exact
name of registrant as specified in its
charter)
|
Washington
|
|
91-2031335
|
(State
or other jurisdiction of incorporation or organization)
|
|
(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)
648-2090
|
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark 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
S
No
£
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.
Large
Accelerated Filer
|
£
|
|
Accelerated
Filer
|
£
|
Non
Accelerated Filer
|
£
(Do not
check if smaller reporting company)
|
|
Smaller
Reporting Company
|
S
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
£
No
S
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant filed all documents and reports required to
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes
£
No
£
Not
applicable
APPLICABLE
ONLY TO CORPORATE ISSUERS
The
number of shares of common stock outstanding as of November 1, 2009 was
35,237,412.
SYNTEC BIOFUEL INC.
(A
Development Stage Company)
FORM
10-Q
|
3
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3
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16
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17
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17
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18
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18
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18
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18
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18
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18
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19
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19
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PART
I – FINANCIAL INFORMATION
Item
1. FINANCIAL STATEMENTS
SYNTEC
BIOFUEL INC.
(A
Development Stage Company)
INTERIM
FINANCIAL STATEMENTS
September
30, 2009
Unaudited
SYNTEC
BIOFUEL INC.
(A
Development Stage Company)
CONSOLIDATED
BALANCE SHEETS
Unaudited
ASSETS
|
|
September
30,
|
|
|
December
31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
127,365
|
|
|
$
|
1,419
|
|
Receivables
|
|
|
28,038
|
|
|
|
23,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155,403
|
|
|
|
24,702
|
|
|
|
|
|
|
|
|
|
|
Equipment
(Note 4)
|
|
|
205,102
|
|
|
|
254,839
|
|
Intellectual
property (Note 3)
|
|
|
5,100,000
|
|
|
|
5,100,000
|
|
Intangible
assets (Note 3)
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,480,505
|
|
|
$
|
5,399,541
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
191,877
|
|
|
$
|
193,324
|
|
Current
portion of obligation under capital lease (Note 4)
|
|
|
15,371
|
|
|
|
16,411
|
|
Due
to related parties (Note 5)
|
|
|
1,189,792
|
|
|
|
561,209
|
|
Notes
payable (Note 6)
|
|
|
335,111
|
|
|
|
238,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,732,151
|
|
|
|
1,009,102
|
|
|
|
|
|
|
|
|
|
|
Obligation
under capital lease (Note 4)
|
|
|
-
|
|
|
|
9,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,732,151
|
|
|
|
1,018,277
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies (Notes 4, 5 and 6)
|
|
|
|
|
|
|
|
|
Subsequent
Events (Note 8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock:
|
|
|
|
|
|
|
|
|
Authorized:
20,000,000 with a par value of $0.0001Issued and outstanding:
None
|
|
|
-
|
|
|
|
-
|
|
Common
stock (Note 7):
|
|
|
|
|
|
|
|
|
Authorized:
100,000,000 with a par value of $0.0001 Issued and outstanding: 33,204,079
(December 31, 2008: 33,194,079)
|
|
|
3,320
|
|
|
|
3,319
|
|
Additional
paid-in capital
|
|
|
6,346,360
|
|
|
|
6,328,543
|
|
Share
subscriptions (Note 8)
|
|
|
145,000
|
|
|
|
-
|
|
Accumulated
other comprehensive income (loss)
|
|
|
(11,873
|
)
|
|
|
104,342
|
|
Deficit
accumulated during the development stage
|
|
|
(2,734,453
|
)
|
|
|
(2,054,940
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
3,748,354
|
|
|
|
4,381,264
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,480,505
|
|
|
$
|
5,399,541
|
|
SEE
ACCOMPANYING NOTES
SYNTEC
BIOFUEL INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENTS OF OPERATIONS
Unaudited
|
|
Three
months ended
|
|
|
Nine
months ended
|
|
|
March 15,
2000
(Date
of Inception) to
|
|
|
|
September 30
,
|
|
|
September 30
,
|
|
|
September
30
,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
fees (Note 7)
|
|
$
|
2,100
|
|
|
$
|
8,926
|
|
|
$
|
2,100
|
|
|
$
|
44,216
|
|
|
$
|
253,358
|
|
Depreciation
|
|
|
6,758
|
|
|
|
15,715
|
|
|
|
38,763
|
|
|
|
40,487
|
|
|
|
108,077
|
|
Development
fees (Note 3)
|
|
|
27,019
|
|
|
|
117,083
|
|
|
|
186,677
|
|
|
|
354,747
|
|
|
|
621,628
|
|
Filing
fees
|
|
|
3,051
|
|
|
|
1,413
|
|
|
|
6,101
|
|
|
|
9,205
|
|
|
|
48,379
|
|
Financing
charges
|
|
|
49,871
|
|
|
|
6,160
|
|
|
|
95,421
|
|
|
|
67,356
|
|
|
|
191,056
|
|
Foreign
exchange loss
|
|
|
111,025
|
|
|
|
-
|
|
|
|
39,907
|
|
|
|
-
|
|
|
|
100,854
|
|
Interest
expense (Note 6)
|
|
|
37,851
|
|
|
|
23,527
|
|
|
|
75,609
|
|
|
|
38,909
|
|
|
|
155,678
|
|
Management
fees (Note 5)
|
|
|
62,616
|
|
|
|
44,081
|
|
|
|
171,811
|
|
|
|
299,279
|
|
|
|
630,371
|
|
Marketing
|
|
|
676
|
|
|
|
804
|
|
|
|
1,286
|
|
|
|
12,793
|
|
|
|
54,400
|
|
Office
and miscellaneous
|
|
|
1,069
|
|
|
|
31,923
|
|
|
|
5,239
|
|
|
|
148,382
|
|
|
|
71,183
|
|
Professional
fees
|
|
|
2,098
|
|
|
|
75,863
|
|
|
|
23,581
|
|
|
|
142,227
|
|
|
|
312,611
|
|
Rent
(Note 5)
|
|
|
5,433
|
|
|
|
-
|
|
|
|
15,386
|
|
|
|
-
|
|
|
|
43,482
|
|
Rights
and licenses costs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,015
|
|
Travel
|
|
|
6,759
|
|
|
|
-
|
|
|
|
9,335
|
|
|
|
-
|
|
|
|
113,974
|
|
Write-down
of website
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from operations
|
|
|
(316,326
|
)
|
|
|
(325,495
|
)
|
|
|
(671,216
|
)
|
|
|
(1,157,601
|
)
|
|
|
(2,735,066
|
)
|
Loss
on sale of equipment (Note 4)
|
|
|
(8,297
|
)
|
|
|
-
|
|
|
|
(8,297
|
)
|
|
|
-
|
|
|
|
(8,297
|
)
|
Other
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,949
|
|
|
|
8,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(324,623
|
)
|
|
$
|
(325,495
|
)
|
|
$
|
(679,513
|
)
|
|
$
|
(1,151,652
|
)
|
|
$
|
(2,734,453
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
Weighted
average shares outstanding – basic and diluted
|
|
|
33,201,253
|
|
|
|
32,112,381
|
|
|
|
33,196,497
|
|
|
|
33,019,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(324,623
|
)
|
|
$
|
(325,495
|
)
|
|
$
|
(679,513
|
)
|
|
$
|
(1,151,652
|
)
|
|
$
|
(2,734,453
|
)
|
Foreign
currency translation adjustment
|
|
|
41,427
|
|
|
|
29,261
|
|
|
|
(116,215
|
)
|
|
|
(29,261
|
)
|
|
|
(11,873
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive loss
|
|
$
|
(283,196
|
)
|
|
$
|
(296,234
|
)
|
|
$
|
(795,728
|
)
|
|
$
|
(1,122,391
|
)
|
|
$
|
(2,746,326
|
)
|
SEE
ACCOMPANYING NOTES
SYNTEC
BIOFUEL INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Unaudited
|
|
|
|
|
|
|
|
March 15,
2000
|
|
|
|
Nine
months ended
|
|
|
(Date
of Inception) to
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(679,513
|
)
|
|
$
|
(1,151,652
|
)
|
|
$
|
(2,734,453
|
)
|
Non-cash
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
38,763
|
|
|
|
40,487
|
|
|
|
108,077
|
|
Financing
charges
|
|
|
28,818
|
|
|
|
5,146
|
|
|
|
62,818
|
|
Accrued
interest on notes payable
|
|
|
12,095
|
|
|
|
61,751
|
|
|
|
27,919
|
|
Interest
on capital lease obligation
|
|
|
645
|
|
|
|
-
|
|
|
|
2,282
|
|
Legal
and organizational expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
8,000
|
|
Rights
and licenses costs
|
|
|
-
|
|
|
|
-
|
|
|
|
24,751
|
|
Share
subscriptions receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
575
|
|
Stock-based
expense - consulting
|
|
|
2,100
|
|
|
|
-
|
|
|
|
2,100
|
|
Write-down
of website
|
|
|
-
|
|
|
|
-
|
|
|
|
5,000
|
|
Loss
on sale of equipment
|
|
|
8,297
|
|
|
|
-
|
|
|
|
8,297
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(4,755
|
)
|
|
|
(8,029
|
)
|
|
|
(28,039
|
)
|
Prepaids
|
|
|
-
|
|
|
|
31,092
|
|
|
|
-
|
|
Accounts
payable and accrued liabilities
|
|
|
(1,447
|
)
|
|
|
80,003
|
|
|
|
191,875
|
|
Amounts
due to related parties
|
|
|
238,858
|
|
|
|
59,810
|
|
|
|
393,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(356,139
|
)
|
|
|
(881,392
|
)
|
|
|
(1,927,303
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
in equipment
|
|
|
-
|
|
|
|
(61,069
|
)
|
|
|
(33,667
|
)
|
Proceeds
from sale of equipment
|
|
|
2,677
|
|
|
|
-
|
|
|
|
2,677
|
|
Repayment
of debt assumed
|
|
|
-
|
|
|
|
-
|
|
|
|
(350,000
|
)
|
Rights
and licenses
|
|
|
-
|
|
|
|
-
|
|
|
|
(1
|
)
|
Website
cost
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investing activities
|
|
|
2,677
|
|
|
|
(61,069
|
)
|
|
|
(385,991
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
|
|
-
|
|
|
|
51,155
|
|
|
|
1,277,767
|
|
Share
subscriptions
|
|
|
145,000
|
|
|
|
-
|
|
|
|
145,000
|
|
Proceeds
from notes payable
|
|
|
56,040
|
|
|
|
50,744
|
|
|
|
260,146
|
|
Payments
under capital lease obligation
|
|
|
(10,860
|
)
|
|
|
-
|
|
|
|
(42,397
|
)
|
Payments
to related parties
|
|
|
(20,585
|
)
|
|
|
-
|
|
|
|
(20,585
|
)
|
Proceeds
from related parties
|
|
|
426,028
|
|
|
|
303,053
|
|
|
|
832,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
595,623
|
|
|
|
404,952
|
|
|
|
2,452,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of exchange rates on cash
|
|
|
(116,215
|
)
|
|
|
29,261
|
|
|
|
(11,873
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in cash
|
|
|
125,946
|
|
|
|
(508,248
|
)
|
|
|
127,365
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning
|
|
|
1,419
|
|
|
|
509,504
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
ending
|
|
$
|
127,365
|
|
|
$
|
1,256
|
|
|
$
|
127,365
|
|
SEE
ACCOMPANYING NOTES
Note
1
|
Nature of Business and
Basis of Presentation
|
Syntec
Biofuel Inc. (the “Company”) was incorporated in the State of Washington on
March 15, 2000. The Company is a development stage company.
In the
opinion of management, the accompanying balance sheets and related interim
statements of operations, cash flows, and stockholders’ equity include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP”). Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. . Actual results and outcomes may
differ from management’s estimates and assumptions.
Interim
results are not necessarily indicative of results for a full year. The
information included in this Form 10-Q should be read in conjunction with
information included in the Company’s Form 10-K for the year
ended December 31, 2008 filed with the U.S. Securities and Exchange
Commission.
Going
concern
These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company is unlikely to pay dividends or
generate significant earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern and the ability of the Company to
emerge from the development stage are dependent upon its successful efforts to
raise additional equity financing to continue operations and generate
sustainable significant revenue. There is no guarantee that the Company will be
able to raise adequate equity financings or generate profitable operations. As
at September 30, 2009, the Company has incurred losses of $2,734,453 since
inception and had a working capital deficiency of $1,576,748. These financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
These factors raise substantial doubt regarding the Company’s ability to
continue as a going concern.
Management
of the Company has undertaken steps as part of a plan with the goal of
sustaining Company operations for the next twelve months and beyond. These steps
include: (a) continuing efforts to raise additional capital and/or other forms
of financing; and (b) continued development of its catalyst technology for
production. There can be no assurance that any of these efforts will be
successful.
Note
2
|
Recently Adopted
Accounting Guidance
|
In April
2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff
Position (“FSP”) Statement of Financial Accounting Standards (“SFAS”) 157-4
(“FSP SFAS 157-4”) which provides additional guidance for estimating fair value
in accordance with SFAS 157, “Fair Value Measurements”, when the volume and
level of activity for the asset or liability have significantly
decreased. FSP SFAS 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. FSP SFAS 157-4
requires the disclosure of the inputs and valuation technique(s) used to measure
fair value and a discussion of changes in valuation techniques and related
inputs, if any, during the period. The adoption of this statement did
not have a material impact on the Company’s results of operations and financial
position.
In June
2009, the FASB issued Financial Accounting Standard (“FAS”) No. 165 “Subsequent
Events” (“FAS 165”). FAS 165 requires companies to recognize in the
financial statements the effects of subsequent events that provide additional
evidence about conditions that existed at the date of the balance sheet,
including the estimates inherent in the process of preparing financial
statements. An entity shall disclose the date through which
subsequent events have been evaluated, as well as whether that date is the date
the financial statements were issued. Companies are not permitted to
recognize subsequent events that provide evidence about conditions that did not
exist at the date of the balance sheet but arose after the balance sheet date
and before financial statements are issued. Some non recognized
subsequent events must be disclosed to keep the financial statements from being
misleading. For such events a company must disclose the nature of the
event, an estimate of its financial effect, or a statement that such an estimate
cannot be made. This Statement applies prospectively for interim or
annual financial periods ending after June 15, 2009. The adoption of
FAS 165 did not have a material impact on the Company’s results of operations
and financial position.
In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles” – a replacement
of FASB Statement No. 162 (“SFAS 168”). Upon its adoption, the FASB
Accounting Standards Codification (the “Codification”) will become the source of
authoritative GAAP recognized by the FASB to be applied to nongovernment
entities. On the effective date of SFAS 168, the Codification will
supersede all then-existing non-SEC accounting and reporting
standards. Following SFAS 168, the FASB will not issue new accounting
standards in the form of FASB Statements, FASB Staff Positions, or Emerging
Issues Task Force abstracts. SFAS 168 will also modify the existing
hierarchy of GAAP to include only two levels – authoritative and
non-authoritative. SFAS 168 will be effective for financial
statements issued for interim and annual periods ending after September 15,
2009, and early adoption is not permitted. The Company does not
believe that the adoption of this standard will have a material impact on its
financial position, results of operations or cash flows.
Certain
other recent accounting pronouncements have not been disclosed as they are not
applicable to the Company.
Note
3
|
Acquisition of
Assets
|
On
September 28, 2007, the Company entered into an asset purchase agreement (the
“Asset Purchase Agreement”) with Montilla Capital Inc. (“Montilla”), whereby the
Company acquired 100% ownership interest in certain intellectual property. The
intellectual property relates to the development of a method of producing
catalysts and processes that convert biomass waste material into
ethanol.
Pursuant
to the Asset Purchase Agreement, the Company issued 11,000,000 common shares to
Montilla at a fair value of $0.455 per share, for total consideration of
$5,355,000, in exchange for co-ownership of certain intellectual property,
acquisition of the assets and assumption of the liabilities of Montilla, of
$350,000.
This sale
was subject to the Company raising a minimum of $500,000 by December 31, 2007
which was completed during fiscal 2007.
Consideration
|
|
|
|
11,000,000
common shares at a fair value of $0.455
|
|
$
|
5,005,000
|
|
Debt
assumed
|
|
|
350,000
|
|
|
|
|
|
|
|
|
$
|
5,355,000
|
|
|
|
|
|
|
Fair
Value of Assets Acquired
|
|
|
|
|
Office
equipment
|
|
$
|
15,000
|
|
Laboratory
equipment
|
|
|
220,000
|
|
Intangible
assets
|
|
|
20,000
|
|
Intellectual
property
|
|
|
5,100,000
|
|
|
|
|
|
|
|
|
$
|
5,355,000
|
|
Concurrent
with the Asset Purchase Agreement, the Company entered into a development
service agreement (the “Service Agreement”) on November 1, 2007 with Syntec
Biofuel Research Inc. (“Syntec Biofuel Research”), a company located in British
Columbia, Canada. Syntec Biofuel Research will provide certain services related
to the ongoing research and development of the catalysts acquired under the
Asset Purchase Agreement. In exchange, the Company will pay Syntec Biofuel
Research on a cost plus 5% basis. Syntec Biofuel Research will also apply for a
Scientific Research and Experimental Development Credit, which is a refundable
tax credit based on annual rates prescribed by the Canadian Income Tax Act. The
amount of refundable tax credit received by Syntec Biofuel Research will be
assigned to the Company, less a 10% fee.
The
Service Agreement will be for an initial term of two years commencing November
1, 2007 and automatically renew for one additional year unless terminated in
writing at least 60 days prior to the end of the term. During the period ended
September 30, 2009, the Company paid or accrued development fees to Syntec
Biofuel Research for $
186,677
(September 30, 2008 -
$
354,747
). The balance has
been allocated to the statements of operations under development
fees.
|
|
Cost
|
|
|
Accumulated
Depreciation
|
|
|
September 30,
2009
Net
Book Value
|
|
|
December 31,
2008
Net
Book Value
|
|
Computer
equipment
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
4,439
|
|
Office
equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,597
|
|
Laboratory
equipment
|
|
|
250,455
|
|
|
|
81,421
|
|
|
|
169,034
|
|
|
|
194,414
|
|
Equipment
under capital lease
|
|
|
55,486
|
|
|
|
19,418
|
|
|
|
36,068
|
|
|
|
44,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
305,941
|
|
|
$
|
100,839
|
|
|
$
|
205,102
|
|
|
$
|
254,839
|
|
During
the nine months ended September 30, 2009, the Company sold a portion of its
computer and office equipment with a net book value of $10,974 (December 31,
2008 - $16,036) and wrote-off the remaining balance after determining that the
assets were no longer in feasible use. Accordingly, a loss on equipment of
$8,297 (December 31, 2008 - $Nil) has been recorded at September 30, 2009. The
Company leases laboratory equipment under a capital lease that expires June 17,
2010. At September 30, 2009, the Company has recorded the obligation under
capital lease of $15,371 (December 31, 2008 - $16,411) as the current portion
and $Nil (December 31, 2008 - $9,175) as the long-term portion. The capital
lease has an effective interest rate of 15%. Minimum lease payments under this
agreement in future fiscal years are as follows:
Fiscal
Year Ending December 31,
|
|
Lease
Payments
|
|
2009
|
|
$
|
5,451
|
|
2010
|
|
|
10,902
|
|
Total
minimum lease payments
|
|
|
16,353
|
|
|
|
|
|
|
Amount
representing interest
|
|
|
(982
|
)
|
Total
obligation under capital lease
|
|
$
|
15,371
|
|
Note
5
|
Related Party
Transactions
|
During
the period ended September 30, 2009, the Company incurred management fees of
$
171,811
(September 30,
2008 - $
299,279
) which
were charged by a company controlled by a director and officer of the Company
and the directors of the Company
.
During
the period ended September 30, 2009, the Company incurred rental expense of
$15,386 (September 30, 2008 - $nil) which was charged by a company controlled by
a director and officer of the Company.
As at
September 30, 2009, an amount of $146,690 (December 31, 2008 – $79,118) is owing
to directors and officers of the Company. This amount is unsecured, non-interest
bearing and has no set terms of repayment.
As of
September 30, 2009, the Company has the following outstanding
loans:
|
a)
|
On
June 20, 2008, the Company received $280,200 (CDN $300,000) (December 31,
2008 - $246,300) from CAJ Business Solutions Ltd. (“CAJ”), (formerly
Impulse Advertising Ltd.), a company controlled by the spouse of a
director and officer of the Company. Under the terms of the loan
agreement, the Company paid $24,630 in finance fees; this fee was paid in
2008. The loan bears interest at 10% per annum and is secured by
promissory note and a general security agreement, granting CAJ a security
interest in all of the assets and intellectual property held by the
Company. Under the terms of the general security agreement, in the event
of default by the Company, the security interest shall become enforceable,
allowing CAJ to take immediate possession of the collateral in any manner
permitted by law. Repayment of the principal, accrued interest and loan
fee is payable by the Company on December 20, 2008. The loan has been
extended until October 31, 2009. In the event that the Company requests an
additional extension on the loan, CAJ will receive one fully paid,
worldwide, single use, royalty free, non-exclusive license for use of the
Company’s intellectual property as compensation. As of September 30, 2009,
CAJ is eligible to receive one such license, as per a prior extension
agreement. Included in the amount due to related parties at September 30,
2009 is accrued interest and finance fees of $61,584 (December 31, 2008 -
$13,158). Subsequent to September 30, 2009, the loan was extended (Note
8).
|
|
b)
|
On
September 24, 2009, the Company received $15,878 (CDN $17,000) from
0752147 BC Ltd., a company controlled by the director and officer of the
Company. The loan is unsecured and non-interest bearing with a finance fee
of $467. The principal and finance fee was repaid in full by the Company
subsequent to September 30, 2009.
|
The
Company had received loans from TargetBar Marketing Inc. (“TargetBar”), a
company controlled by a director and officer of the Company, in the amount of
$210,150 (CDN $225,000) comprised of:
|
o
|
$93,400
received on March 13, 2009 and due on June 30,
2010,
|
|
o
|
$46,700 received
on April 14, 2009 and due on October 31,
2009,
|
|
o
|
$23,350
received on June 19, 2009 and due on December 19,
2009,
|
|
o
|
$18,680
received on June 30, 2009 and due on December 30,
2009.
|
|
o
|
$28,020 received on July 3, 2009
and due on January 3, 2010.
|
These
loans are unsecured and bear interests ranging from 8% to 10% per annum.
Included in the amount due to related parties at September 30, 2009 is accrued
interest and finance fees of $17,724. TargetBar has the option to convert the
$93,400 note payable, at any time during the term of the promissory note, into
common shares of the Company at $0.25 per share. The Company recognized the
intrinsic value of the embedded beneficial conversion feature of $15,718 as
additional paid-in capital and an equivalent discount which has been expensed
over the initial 6 month term of the promissory note. During the nine
months
ended September 30, 2009, the Company recorded accretion of $15,718 (September
30, 2008 - $Nil) against the discount of the promissory note. Subsequent to
September 30, 2009, the loan was extended (Note 8).
|
c)
|
The
Company had received loans from Iris International Holdings Limited
(“Iris”), a significant shareholder of the Company, in the amount of
$341,500 (December 31, 2008 - $141,500) comprised
of:
|
|
i.
|
On
July 26, 2006, the Company received $56,500 and due on October 31,
2009;
|
|
ii.
|
On
September 28, 2006, the Company received $85,000 and due on October 31,
2009;
|
|
iii.
|
On
January 7, 2009, the Company received $100,000 and due on December 15,
2009;
|
|
iv.
|
On
January 20, 2009, the Company received $100,000 and due on December 15,
2009.
|
These
loans are unsecured and bear interests ranging from 5% to 10% per annum. In the
event that the Company fails to pay the total capital and interest for amounts
due on the extension date of December 15, 2009, Iris will receive, as penalty,
one fully paid, worldwide, non exclusive master license for use of the Company’s
intellectual property, for which Iris will pay to the Company a royalty fee of
1.5% of sales. Included in the amount due to related parties at September 30,
2009 is accrued interest and extension fees of $115,599 (December 31, 2008 -
$60,322) relating to loans owing to Iris. Subsequent to September 30, 2009, the
loan was extended (Note 8).
Note
6
Notes
Payable
|
a)
|
As
of September 30, 2009, the Company had received loans totaling $106,476
(CDN $114,000) (December 31, 2008 - $44,334) from Montilla. The loans are
unsecured and bear interest at 10% per
annum.
|
The dates
on which the loans were received and due dates are as follows:
|
i.
|
On
May 21, 2008, the Company received $50,436 and due on June 30,
2010;
|
|
ii.
|
On July 29, 2009, the Company
received $56,040 and due on October 31,
2009.
|
As of
September 30, 2009, Montilla is eligible to receive one fully paid, worldwide,
single use, non exclusive license for use of the Company’s intellectual
property, for which Montilla will pay to the Company a royalty fee of 1.5% of
sales. Included in the notes payable balance at September 30, 2009 is accrued
interest and loan fees of $16,606 (December 31, 2008 - $7,166). Subsequent to
September 30, 2009, the loan was extended (Note 8).
|
b)
|
As
of September 30, 2009, the Company had received loans totaling $144,000
(December 31, 2008 - $144,000) from Hokley Limited (“Hokley”), which are
unsecured and each carry a loan fee equal to 10% of the principal
balance.
|
Repayment
of the following principal, accrued interest and loan fees are payable by the
Company on December 30, 2009. These loans are unsecured and bear interests
ranging from 5% to 10% per annum. The dates on which the loans were received are
as follows:
|
i.
|
On
August 4, 2004, the Company received $4,000 which bears interest at 8% per
annum;
|
|
ii.
|
On
September 24, 2004, the Company received $5,000 which bears interest at
10% per annum;
|
|
iii.
|
On
December 23, 2004, the Company received $5,000 which bears interest at 10%
per annum;
|
|
iv.
|
On
May 28, 2007, the Company received $30,000 which bears interest at 5% per
annum; and
|
|
v.
|
On
July 18, 2007, the Company received $30,000 which bears interest at 5% per
annum.
|
Repayment
of the following principal, accrued interest and loan fees are payable by the
Company on June 30, 2010. The dates on which the loans were received and
applicable interest rates are as follows:
|
i.
|
On
February 26, 2007, the Company received $40,000;
and
|
|
ii.
|
On
September 26, 2007, the Company received
$30,000.
|
These
loans are unsecured and bear interests ranging from 5% to 10% per annum. As of
September 30, 2009, Hokley is eligible to receive one fully paid, worldwide,
single use, non exclusive license for use of the Company’s intellectual
property, for which Hokley will pay to the Company a royalty fee of 1.5% of
sales. Included in the notes payable balance at September 30, 2009 is accrued
interest and loan fees of $68,029 (December 31, 2008 - $42,658). Subsequent to
September 30, 2009, the loan was extended (Note 8).
On July
27, 2009, the Company issued 10,000 shares of common stock in exchange for
consulting services performed on behalf of the Company. The Company recorded the
fair value of the shares issued at $0.21 per share as consulting
expense.
On
October 1, 2009, amended October 9, 2009, the Company entered into a
Collaborative Research Agreement with The University of British Columbia who
will perform research and testing on behalf of the Company in order to
facilitate licensing of the catalyst technology. The length of this project is
estimated to be two years and the cost of the research will be approximately
$71,685 (CDN $76,750).
On
October 1, 2009, the Company completed a private placement for 1,933,333 shares
at a subscription price of $0.075 per share for gross proceeds of $145,000. The
amount has been received by the Company and has been included in share
subscriptions at September 30, 2009.
On
October 1, 2009, the Company entered into a consulting services agreement for a
term of 6 months, under which the consultant with provide financial public
relations and media relations services for the Company. The terms of the
agreement call for the Company to pay $8,000 per month and provide the
consultant with 100,000 restricted shares. The shares have been issued
subsequent to September 30, 2009.
Subsequent
to September 30, 2009, the $280,200 loan received from CAJ has been extended to
June 30, 2010 in exchange for a penalty charge of 10% of the capital debt (Note
5).
Subsequent
to September 30, 2009, the $46,700 loan received from Targetbar has been
extended to June 30, 2010 in exchange for a penalty charge of 10% of the capital
debt (Note 5).
Subsequent
to September 30, 2009, the $141,500 loan received from Iris has been extended to
June 30, 2010 in exchange for a penalty charge of 10% of the capital debt (Note
5).
Subsequent
to September 30, 2009, the $56,040 loan received from Montilla has been extended
to June 30, 2010 in exchange for a penalty charge of 10% of the capital debt
(Note 6).
Management
has evaluated events occurring between the end of the fiscal quarter,
September 30, 2009 and November 16, 2009 when the financial statements were
issued.
Item
2. MANAGEMENTS’ DISCUSSION AND ANLAYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
In
preparing the management’s discussion and analysis, the registrant presumes that
you have read or have access to the discussion and analysis for the proceeding
fiscal year.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
document includes "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Reform
Act"). All statements other than statements of historical fact
are “forward-looking statements” for purposes of federal and state securities
laws, including, but not limited to, any projections of earning, revenue or
other financial items; any statements of the plans, strategies and objectives of
management for future operations; any statements concerning proposed new
services or developments; any statements regarding future economic conditions of
performance; and statements of belief; and any statements of assumptions
underlying any of the foregoing. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Syntec Biofuel Inc. 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: our ability to raise capital and the terms thereof;
technical obstacles during the commercialization of the process; lack of
improvement in the performance of the catalyst; competitive technology may drive
ethanol prices down; adverse changes in the biofuels market due to changes in
government regulations or polices; and other factors referenced in the Form
10-Q.
The use
in this Form 10-Q of such words as "believes", "plans", "anticipates",
"expects", "intends", and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying such
statements. These forward-looking statements present the Company’s estimates and
assumptions only as of the date of this report. Except for the
Company’s ongoing obligation to disclose material information as required by the
federal securities laws, the Company does not intend, and undertakes no
obligation, to update any forward-looking statements.
Although
the Company believes that the expectations reflected in any of the
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed or any of the Company’s
forward-looking statements. The Company’s future financial condition
and results of operations, as well as any forward-looking statements, are
subject to change and inherent risks and uncertainties.
PLAN
OF OPERATIONS
Having
achieved a yield of 110 gallons of alcohol per ton of biomass, Syntec's next
undertaking is to build a 1 ton per day Pilot plant to validate their technology
and use the facility as a showcase for viewing by potential licensees and
investors. Syntec’s plan is to initially set up the pilot plant to validate
production of bio-methanol from biomass derived syngas and to test Syntec’s
catalysts using the same syngas. Syntec is also in discussion with a few groups
who either have developed gasifiers or are looking to validate their technology,
or have biomass available with access to funding. Such a Pilot plant is expected
to cost approximately $3 million to $5 million.
On a more
pragmatic level, Syntec is planning to test their catalysts using natural gas
which is currently used for heat and electricity as well as for production of
methanol. Syntec will market their catalyst technology to companies producing
methanol such as Methanex, Mitsui, B.P. Mitsubishi, Sabic and others who could
increase revenue by producing a mixed alcohol that has a far greater value than
methanol.
Syntec is
continuously working on improving their catalysts to maximize yield and
productivity. Subsequent to September 30, 2009, we have entered into a
Collaborative Research Agreement with the University of British Columbia (UBC)
who will perform the final stage of testing the effect of contaminants on
Syntec’s catalysts and enhancement of efficiencies prior to scale up to Pilot
Plant. Syntec donated laboratory equipment to UBC in lieu of part of
the fees.
Syntec is
part of a consortium which has applied to the DOE for funding a 1 tpd Pilot
Plant to be built in Kansas. We expect to hear results of this application by
the end of November, 2009.
The
Biofuel market has been battered by the financial melt down and low ethanol and
methanol pricing tied to the price of oil. We expect these prices to increase
when oil prices rise. The future of biofuel is almost guaranteed with the US
Government mandating 21 billion gallons of cellulosic biofuel by
2022.
The corn
ethanol producers have been hit hard with increased prices for Corn and a
corresponding drop in price for ethanol. As a result, many companies have, and
are, going bankrupt. Fortunately, the Syntec catalyst produces mixed alcohols
which include Propanol and Butanol. These two alcohols sell for greater than $7
a gallon and raise the average price of our combined mix of alcohols well above
the price of ethanol. This mitigates the risk of developing a process to produce
diverse alcohols and is a hedge against betting on a single biofuel. There is
the added tax credit incentive of $1.01 a gallon in the USA which will be shared
with the refinery blenders and makes the production of ethanol and methanol an
economically viable process.
Syntec is
still very bullish on achieving success as a leader in the thermo-chemical race.
Producing ethanol and other alcohols from waste biomass is still very compelling
and our projected production cost of $0.88 per gallon is still one of the lowest
in the biofuel industry. Our technology is far simpler and more stable than
using enzymes and fermentation to break down cellulose and should consistently
be able to be produced at a much lower price.
We have
not currently generated any revenue from operations and do not expect to report
any significant revenue from operations until research and development efforts
mature and we have completed the Pilot plant. Even after the completion of a
Pilot plant, there can be no assurance that we will generate positive cash flow
and there can be no assurances as to the level of revenues, if any, that we may
actually achieve from the Syntec technology.
Since
inception, we have funded operations through common stock issuances, related and
non-related party loans in order to meet our strategic
objectives. However, there can be no assurance that we will be able
to obtain further funds to continue with our efforts to establish a new
business.
We expect
to continue to incur substantial losses in our efforts to establish a new
business. We are a development stage company. In a development stage company,
management devotes most of its activities to establishing a new business. As of
September 30, 2009, we had a working capital deficit of $1,576,748. We are in
need of further working capital and are considering options with respect to
financing in the form of debt, equity or a combination thereof.
RESULTS
OF OPERATIONS
The
following discussion of the financial condition and results of operation of the
Company should be read in conjunction with the Financial Statements and the
related Notes included elsewhere in this report.
NINE
MONTHS ENDING SEPTEMBER 30, 2009
The
Company had no revenue for the nine months ended September 30, 2009 and 2008.
The total expenses decreased from $1,157,601 in 2008 as compared to $671,216 in
2009. In 2009, the Company incurred consultant and management fees of $299,279
as compared to $171,811 in 2008 as no consultants were hired. The development
fees decreased from $354,747 in 2008 to $186,677 in 2009 because of lower
research and development expenses. The decrease of office and miscellaneous
expenses from $148,382 in 2008 to $5,239 in 2009 is mainly due to reduced
traveling, conferences and trade show expenses and regulatory filings. Our net
loss per share is at $0.02 for 2009 and $0.03 for 2008.
FINANCIAL
CONDITION AND LIQUIDITY
Our cash
position was $127,365 at September 30, 2009 and was $1,419 at December 31,
2008.
Our
working capital deficit at September 30, 2009 was $1,576,748 as compared to
$984,400 at December 31, 2008.
The
Company's ability to continue as a going concern and fund operations through the
remainder of 2009 is contingent upon its ability to raise funds through equity
or debt financing.
The
Company has arranged loans from third party lenders in order to fund the on
going operations of the business. These loans have been secured by way of
Promissory Notes.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
We have
adopted various accounting policies that govern the application of accounting
principles generally accepted in the United States of America in the preparation
of our financial statements which requires us to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes.
Although
these estimates are based on our knowledge of current events and actions we may
undertake in the future, they may ultimately differ from actual results. Certain
accounting policies involve significant judgments and assumptions by us, which
have a material impact on our financial condition and
results. Management believes its critical accounting policies reflect
its most significant estimates and assumptions used in the presentation of our
financial statements. Our critical accounting policies include debt
management and accounting for stock-based compensation. We do not
have off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as "special purpose
entities".
Item
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
Item
4.
CONTROLS AND
PROCEDURES
Disclosure Controls and
Procedures
There are
controls and procedures that are designed to ensure that information required to
be disclosed by Syntec Biofuel Inc. in the reports it files or submits under the
Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed,
summarized, and reported within the time periods specified by the Commission’s
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to provide reasonable assurance that
information required to be disclosed by Syntec Biofuel Inc. in the reports it
files or submits under the Exchange Act is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required
disclosure.
Under the
supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, Syntec Biofuel, Inc. has
evaluated the effectiveness of its disclosure controls and procedures (as such
term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of
September 30, 2009, and, based upon this evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that these controls and procedures
are effective in providing reasonable assurance of compliance.
Inherent
limitations on effectiveness of controls
Internal
control over financial reporting has inherent limitations which include but is
not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of
management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate
Changes in Internal Control
over Financial Reporting
During
the nine months ended September 30, 2009, management took steps to improve the
internal controls over financial reporting by (1) utilizing existing office
staff in order to remedy the segregation of duties deficiencies, (2) writing
accounting and financial reporting procedures to comply with the requirements of
US GAAP and SEC disclosures, and (3) following the newly written accounting and
financial reporting procedures in (2) which tightens the control over the period
ends.
Management
and directors will continue to monitor
and evaluate the effectiveness of
our internal controls and procedures and our internal controls over
financial reporting on an ongoing basis and
are committed to
taking further action and implementing
additional enhancements or improvements, as necessary and as funds
allow.
PART
II – OTHER INFORMATION
Item
1. LEGAL PROCEEDINGS
None.
Item
1A. RISK FACTORS
We are a
smaller reporting company as defined by Rule 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
On July
24, 2009, 10,000 shares of common stock were issued to Thomas Fouilland as
compensation for consulting services. Mr. Fouilland provided process
engineering services to enable EERC to validate and assess the
technology.
Item
3. DEFAULTS UPON SENIOR SECURITIES
None.
Item
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.
Item
5. OTHER INFORMATION
Shareholder
Proposals
The rules
of the Securities and Exchange Commission permit stockholders of the Company,
after notice to the Company, to present proposals for stockholder action in the
Company's proxy statement where such proposals are consistent with applicable
law, pertain to matters appropriate for stockholder action, and are not properly
omitted by Company action in accordance with the proxy rules published by the
Securities and Exchange Commission.
Shareholders
may present proper proposals for inclusion in the Company's proxy or information
statement and for consideration at the next meeting of its' shareholders by
submitting their proposals to the Company in a timely manner. In order to be so
considered for inclusion for the next Special or Annual Meeting, shareholder
proposals must be received by the Company no later than December 10,
2009. Shareholder proposals can be mailed to:
Syntec
Biofuel Inc.
206-388
Drake Street
Vancouver,
BC
V6B
6A8
Item
6. EXHIBITS
Exhibit
Number
|
|
Description
of Exhibit
|
3.1
|
|
Amended
and Restated Articles of Incorporation dated July 26, 2006
(1)
|
3.2
|
|
Amended
and Restated Bylaws dated July 12, 2006
(2)
|
4.1
|
|
Specimen
Stock Certificate for Shares of Common Stock of the Company
(3)
|
10.01
|
|
License
Agreement
(4)
|
10.02
|
|
Assignment
of License Agreement
(4)
|
10.03
|
|
Settlement
Agreement
(5)
|
10.04
|
|
Manufacturing
Agreement
(5)
|
10.05
|
|
Acquisition
Agreement of the URL
(6)
|
10.06
|
|
Asset
Purchase and Assignment Agreement
(7)
|
10.07
|
|
Amendment
to Asset Purchase and Assignment
(8)
|
10.08
|
|
Intellectual
Property And Asset Purchase Agreement dated September 28, 2007
(9)
|
|
|
Amendment
To Intellectual Property And Asset Purchase dated October 25, 2007
(10)
|
10.09
|
|
General
Security Agreement dated June 20, 2008
(11)
|
10.10
|
|
Amended
Service agreement dated May1, 2009
(12)
|
|
|
302
Certification for the Chief Executive Officer
|
|
|
302
Certification for the Chief Financial Officer
|
|
|
Certificate
of Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350
|
|
(1)
|
Filed
on March 18, 2009 as an exhibit to the Company’s report on Form 10-K and
incorporated herein by reference
|
|
(2)
|
Filed
on March 18, 2009 as an exhibit to the Company’s report on Form 10-K and
incorporated herein by reference
|
|
(3)
|
Filed
on October 6, 2000 as an exhibit to the Company’s report on Form SB-2 and
incorporated herein by reference
|
|
(4)
|
Filed
on October 10, 2000 as an exhibit to the Company’s report on Form SB-2/A
and incorporated herein by
reference
|
|
(5)
|
Filed
on January 29, 2001 as an exhibit to the Company’s report on Form SB-2/A
and incorporated herein by
reference
|
|
(6)
|
Filed
on January December 16, 2003 as an exhibit to the Company’s report on Form
SB-2/A and incorporated herein by
reference
|
|
(7)
|
Filed
on April 12, 2006 as an exhibit to the Company’s report on Form 8-K and
incorporated herein by reference
|
|
(8)
|
Filed
on July 17, 2006 as an exhibit to the Company’s report on Form 8-K and
incorporated herein by reference
|
|
(9)
|
Filed
on October 1, 2007 as an exhibit to the Company’s report on Form 8-K and
incorporated herein by reference
|
|
(10)
|
Filed
on October 25, 2007 as an exhibit to the Company’s report on Form 8-K/A
and incorporated herein by
reference
|
|
(11)
|
Filed
on June 26, 2008 as an exhibit to the Company’s report on Form 8-K and
incorporated herein by reference.
|
|
(12)
|
Filed
on May 5, 2009 as an exhibit to the Company’s report on Form 8-K and
incorporated herein by
reference
|
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 thereunto
duly authorized.
SYNTEC
BIOFUEL INC.
(Registrant)
/s/
Michael Jackson
Michael
Jackson
Director,
CEO
|
|
Date:
November 14, 2009
|
|
|
|
|
/s/
Janet Cheng
|
|
Date:
November 14, 2009
|
Janet
Cheng
Director,
CFO
|
|
|
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