UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:   June 30, 2008

¨
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    x 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
 
x
 


 
Page 1

 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes     ¨   No     x

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 August 8, 2008 was 33,194,079.

 
Page 2

 

SYNTEC BIOFUEL INC.
(A Development Stage Company)

FORM 10-Q




PART I – FINANCIALS INFORMATION

Item 1.   FINANCIAL STATEMENTS


SYNTEC BIOFUEL INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

June 30, 2008

Unaudited


SYNTEC BIOFUEL INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

ASSETS
 
June 30
   
December 31
 
   
2008
   
2007
 
   
(Unaudited)
       
Current
           
Cash and cash equivalents
  $ 193,046     $ 509,504  
Receivables
    10,149       6,250  
Prepaid
    3,675       31,092  
      206,870       546,846  
                 
Equipment (Note 4)
    234,579       226,484  
Intellectual property (Note 3)
    5,100,000       5,100,000  
Intangible assets (Note 3)
    20,000       20,000  
                 
    $ 5,561,449     $ 5,893,330  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Current
               
Accounts payable and accrued liabilities
  $ 74,561     $ 24,314  
Due to related party (Note 5)
    325,096       24,438  
Notes payable (Note 6)
    408,351       315,012  
                 
      808,008       363,764  
                 
Commitments and Contingencies (Notes 2, 3 and 6)
               
                 
Preferred stock:
               
Authorized: 20,000,000 with a par value of $0.0001
               
Issued and outstanding: None
    -       -  
Common stock: (Note 7)
               
Authorized: 100,000,000 with a par value of $0.0001
               
Issued and outstanding: 33,194,079 ( December 31, 2007: 32,972,629)
    3,319       3,297  
Additional paid-in capital
    6,334,328       6,277,410  
Accumulated other comprehensive income (loss)
    (4,849 )     2,059  
Deficit accumulated during the development stage
    (1,579,357 )     (753,200 )
                 
      4,753,441       5,529,566  
                 
    $ 5,561,449     $ 5,893,330  


SEE ACCOMPANYING NOTES


SYNTEC BIOFUEL INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited

 
   
Three months ended
   
Six months ended
   
March 15, 2000
(Date of Inception)
to
 
   
June 30,
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
   
2007
   
2008
 
                               
Expenses
                             
Consulting fees (Note 5)
  $ 3,341     $ 7,950     $ 35,290     $ 15,900     $ 242,332  
Depreciation
    12,374       180       24,772       360       37,533  
Development fees (Note 3)
    99,217       -       237,664       -       328,900  
Filing fees
    5,643       2,144       7,792       3,191       38,937  
Financing charge (Note 6)
    58,490       -       61,196       -       71,820  
Interest expenses
    7,154       2,959       15,382       5,029       48,847  
Management fees (Note 5)
    144,845       18,728       255,198       37,328       382,111  
Marketing
    7,441       1,505       11,989       1,505       51,135  
Office and miscellaneous
    67,203       787       105,838       862       166,895  
Professional fees
    54,451       3,688       66,364       16,038       179,121  
Rights and licenses costs
    -       -       -       -       25,015  
Wages
    6,361       -       10,621       -       10,621  
Write-down of website
    -       -       -       -       5,000  
      (466,520 )     (37,941 )     (832,106 )     (80,213 )     (1,588,267 )
Other income
    135       -       5,949       -       8,910  
                                         
Net loss
  $ (466,385 )   $ (37,941 )   $ (826,157 )   $ (80,213 )   $ (1,579,357 )
                                         
Basic and diluted loss per share
  $ (0.01 )   $ (0.01 )   $ (0.03 )   $ (0.01 )        
                                         
Weighted average shares outstanding – basic and diluted
    33,112,381       17,102,500       33,042,505       17,102,500          
                                         
Comprehensive loss
                                       
Net loss
  $ (466,385 )   $ (37,941 )   $ (826,157 )   $ (80,213 )   $ (1,579,357 )
Foreign currency translation adjustment
    (6,908 )     -       (6,908 )     -       (4,849 )
Total comprehensive loss
  $ (473,293 )   $ (37,941 )   $ (833,065 )   $ (80,213 )   $ (1,584,206 )


SEE ACCOMPANYING NOTES


SYNTEC BIOFUEL INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited

 
   
Six months ended
   
March 15, 2000
(Inception) to
 
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
 
Cash flows from operating activities
                 
Net loss
  $ (826,157 )   $ (80,213 )   $ (1,579,357 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Depreciation
    24,772       360       37,533  
Finance charges
    30,646       -       41,270  
Accrued interest on notes payable
    15,382       5,030       49,622  
Legal and organizational expenses
    -       -       8,000  
Rights and licenses costs
    -       -       24,751  
Share subscriptions receivable
    -       -       575  
Write-down of website
    -       -       5,000  
Changes in operating assets and liabilities:
                       
Receivables
    (3,899 )     (7,950 )     (10,149 )
Prepaids
    27,417       10,829       (3,675 )
Accounts payable and accrued liabilities
    50,247       -       74,559  
Amounts due to related parties
    174       (10,693 )     24,612  
                         
Net cash used in operating activities
    (681,418 )     (82,637 )     (1,327,259 )
                         
Cash flows from investing activities
                       
Investment in equipment
    (32,867 )     -       (37,112 )
Repayment of debt assumed
    -       -       (350,000 )
Rights and licenses
    -       -       (1 )
Website cost
    -       -       (5,000 )
                         
Net cash used in investing activities
    (32,867 )     -       (392,113 )
                         
Cash flows from financing activities
                       
Common stock issued for cash
    51,155       -       1,277,767  
Proceeds from notes payable
    54,000       70,000       339,920  
Proceeds from related party loan
    299,580       -       299,580  
                         
Net cash provided by financing activities
    404,735       70,000       1,917,267  
                         
Effect of exchange rates on cash
    (6,908 )     308       (4,849 )
                         
Change in cash and cash equivalents
    (316,458 )     (12,329 )     193,046  
                         
Cash and cash equivalents, beginning
    509,504       15,356       -  
                         
Cash and cash equivalents, ending
  $ 193,046     $ 3,027     $ 193,046  

Supplemental cash flow information (Note 8)


SEE ACCOMPANYING NOTES


SYNTEC BIOFUEL INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY )
Unaudited
 
 
               
Additional
   
Accumulated Other
   
Deficit Accumulated
During the
       
   
Common Stock
   
Paid-in
   
Comprehensive
   
Development
       
   
Number
   
Par Value
   
Capital
   
Income (Loss)
   
Stage
   
Total
 
Balance, March 15, 2000
        $     $     $     $     $  
Stock issued for legal and organizational expenses at a  fair market value of $0.005 per share
    1,600,000       160       7,840                   8,000  
Stock issued for acquisition of a license at a fair market value of $0.005 per share
    7,000,000       700       34,300                   35,000  
Dividend deemed paid
                (10,250 )                 (10,250 )
Net loss for the period
                            (32,750 )     (32,750 )
Balance, December 31, 2000
    8,600,000       860       31,890             (32,750 )      
Net loss for the year
                            (500 )     (500 )
Balance, December 31, 2001
    8,600,000       860       31,890             (33,250 )     (500 )
Net loss for the year
                            (1,857 )     (1,857 )
Balance, December 31, 2002
    8,600,000       860       31,890             (35,107 )     (2,357 )
Net loss for the year
                            (6,529 )     (6,529 )
Balance, December 31, 2003
    8,600,000       860       31,890             (41,636 )     (8,886 )
Stock issued as a private placement at a fair market value of $0.0125 per share
    8,474,000       848       105,077                   105,925  
Net loss for the year
                            (20,074 )     (20,074 )
Balance, December 31, 2004
    17,074,000       1,708       136,967             (61,710 )     76,965  
Stock issued as a private placement for a fair market value of $0.0125 per share
    26,000       2       323                   325  
Stock issuance cost
                (5,313 )                 (5,313 )
Foreign currency translation adjustment
                      610             610  
Net loss for the year
                            (51,014 )     (51,014 )
Balance, December 31, 2005
    17,100,000       1,710       131,977       610       (112,724 )     21,573  
Stock issued as a private placement at a fair value of $0.50 per share
    2,500             1,250                   1,250  
Foreign currency translation adjustment
                      (539 )           (539 )
Net loss for the year
                            (191,081 )     (191,081 )
Balance, December 31, 2006
    17,102,500       1,710       133,227       71       (303,805 )     (168,797 )
Foreign currency translation adjustment
                      1,988             1,988  
Discount on notes payable
                15,770                   15,770  
Stock issued for assumption of assets at fair market value of $0.4550 per share
    11,000,000       1,100       5,003,900                   5,005,000  
Stock issued as a private placement at a fair value of $0.231 per share
    4,870,129       487       1,124,513                   1,125,000  
Net loss for the year
                            (449,395 )     (449,395 )


SYNTEC BIOFUEL INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
Unaudited - cont’d
 
 
               
Additional
   
Accumulated Other
   
Deficit Accumulated
During the
       
   
Common Stock
   
Paid-in
   
Comprehensive
   
Development
       
   
Number
   
Par Value
   
Capital
   
Income (Loss)
   
Stage
   
Total
 
Balance, December 31, 2007
    32,972,629       3,297       6,277,410       2,059       (753,200 )     5,529,566  
Foreign currency translation adjustment
                      (6,908 )           (6,908 )
Stock issued as a private placement at a fair value of $0.231 per share
    221,450       22       51,133                   51,155  
Discount on notes payable
                5,785                   5,785  
Net loss for the period
                            (826,157 )     (826,157 )
Balance, June 30, 2008
    33,194,079     $ 3,319     $ 6,334,328     $ (4,849 )   $ (1,579,357 )   $ 4,753,441  


SYNTEC BIOFUEL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited

Note 1
Basis of Presentation

The foregoing unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-B as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. The accompanying unaudited financial statements and related notes should be read in conjunction with the audited financial statements and the Form 10-KSB of the Company for the year ended December 31, 2007. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

Note 2
Nature and Continuance of Operations

Syntec Biofuel Inc. (the “Company”) was incorporated in the State of Washington on March 15, 2000.

On April 7, 2006, the Company entered into a purchase and assignment agreement (the “Purchase Agreement”) with Syntec Biofuel Inc. ("Syntec Canada"), a Canadian company located in Burnaby, British Columbia, Canada, to acquire all of its assets including the intellectual property relating to the development of a catalyst that would convert biomass waste material into ethanol. The Purchase Agreement was subject to the Company raising a minimum of $500,000 prior to September 12, 2006 or the ownership of assets would be assigned back to Syntec Canada. At the Annual General Meeting on July 13, 2006, the shareholders of the Company ratified the Purchase Agreement and the decision to change the Company’s name to Syntec Biofuel Inc. from NetCo Investments Inc. effective July 27, 2006. On September 12, 2006, the Company was unable to raise the required minimum amount of capital and the pending transaction with Syntec Canada was terminated.

On September 28, 2007, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Montilla Capital Inc. (“Montilla”), a private company that acquired the assets of Syntec Canada, in order to continue the original business plan. The intellectual property relates to the development of a method of producing catalysts and processes that converts biomass waste material into ethanol. The agreement closed on October 24, 2007. See Note 3.

 
SYNTEC BIOFUEL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited

Note 3
Acquisition of assets

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 $5,005,000, in exchange for 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 in 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  
         
Assets Acquired
       
Office equipment
  $ 15,000  
Laboratory equipment
    220,000  
Intangible assets
    20,000  
Intellectual property
    5,100,000  
         
    $ 5,355,000  

Intangible assets include the business name of “SyntecBiofuel” and the URL of www.syntecbiofuel.com which the Company acquired from Montilla under the Asset Purchase Agreement.

Concurrent with the Asset Purchase Agreement, the Company entered into a development service agreement (the “Service Agreement”) on September 28, 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 Service Agreement will be for an initial term of two years commencing September 28, 2007 and automatically renew for one additional year unless terminated in writing at least 60 days prior to the end of the term. As at June 30, 2008, the Company paid Syntec Biofuel Research $237,664 (June 30, 2007 - $nil) for development fees which have been recorded on the statements of operations pursuant to SFAS No. 2, “Accounting for Research and Development Costs.”

 
SYNTEC BIOFUEL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
Note 4
Equipment

   
Cost
   
Accumulated Amortization
   
June 30, 2008 Net
   
December 31, 2007 Net
 
Computer equipment
  $ 7,457     $ 1,735     $ 5,722     $ 3,234  
Office equipment
    15,506       2,320       13,186       14,250  
Laboratory equipment
    249,154       33,483       215,671       209,000  
                                 
    $ 272,117     $ 37,538     $ 234,579     $ 226,484  

Note 5
Related Party Transactions

The Company incurred the following expenses charged by related companies and the directors of the Company:

   
Six Month ended
   
March 15, 2000
(Inception) to
 
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
 
Consulting fees
  $ -     $ -     $ 135,997  
Management fees
    255,198       37,328       492,463  
Share issuance cost
    -       -       5,313  
Website cost
    -       -       5,000  
                         
    $ 255,198     $ 37,328     $ 638,773  

As at June 30, 2008, an amount of $24,612 (December 31, 2007 – $24,438) is owing to an officer of the Company. The amount owed to an officer of the Company at June 30, 2008 is unsecured, non-interest bearing and have no set terms of repayment.

On June 20, 2008, the Company received $299,580 from Impulse Advertising Ltd., a company controlled by the spouse of an officer of the Company. Under the terms of the loan agreement, the Company paid $30,550 in finance fees; this fee has been paid during the six months ended June 30, 2008. The promissory note is unsecured and bears interest at 10% per annum. Repayment of the principal, accrued interest and loan fee is payable by the Company on December 20, 2008. Included in the balance at June 30, 2008 is accrued interest of $904.

Note 6
Notes payable

On August 31, 2006, the Company entered into an assignment agreement with Iris International Holdings Limited ("Iris") whereby the Company assigned to Iris $94,461 of its promissory notes and $14,039 of loans made to Syntec Canada in exchange to reduce the debt due by the Company to Iris from $250,000 to $141,500. Promissory notes owed to Iris were as follows:

 
SYNTEC BIOFUEL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
Note 6
Notes payable (cont’d)

 
a)
On May 25, 2006, the Company received a loan of $100,000 from Iris. The promissory note was unsecured and bearing interest at 5% per annum. On August 31, 2006, the assignment agreement reduced this loan to $nil.

 
b)
On July 26, 2006, the Company received a loan of $65,000 from Iris. On August 31, 2006, the assignment agreement reduced this loan to $56,500. The promissory note is unsecured and bears interest at 5% per annum. Repayment of the principal and accrued interest is extended and payable by the Company on June 30, 2008.

 
c)
On September 28, 2006, the Company received a loan of $85,000 from Iris. The promissory note is unsecured, bears interest at 5% per annum. Repayment of the principal and accrued interest is extended payable by the Company on June 30, 2008.

During the six months ended June 30, 2008, Iris extended the due date of the loans to December 31, 2008 with extension fees of 10% of the capital debt. In the event the Company is unable to repay the outstanding principal balances on these loans upon maturity, Iris has the option to demand payment in common shares of the Company at the market price.

Included in the notes payable balance at June 30, 2008 is accrued interest and extension fees of $42,624 (December 31, 2007 - $24,946) relating to loans owing to Iris.

As of June 30, 2008, the Company had received loans totaling $144,000 (December 31, 2007 - $144,000) from Hokley Limited (“Hokley”) as follows:

 
a)
On August 4, 2004, the Company received $4,000 from Hokley. The promissory note is unsecured, bears interest at 8% per annum and carries a loan fee equal to 10% of the principal balance. Repayment of the principal, accrued interest and loan fee is payable by the Company on December 31, 2008.

 
b)
On September 24, 2004, the Company received $5,000 from Hokley. The promissory note is unsecured, bears interest at 10% per annum and carries a loan fee equal to 10% of the principal balance. Repayment of the principal, accrued interest and loan fee is payable by the Company on December 31, 2008.

 
c)
On December 23, 2004, the Company received $5,000 from Hokley. The promissory note is unsecured, bears interest at 10% per annum and carries a loan fee of 10%. Repayment of the principal, accrued interest and loan fee is payable by the Company on December 31, 2008.

 
d)
On February 26, 2007, the Company received $40,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. Repayment of the principal and accrued interest is payable by the Company on August 31, 2008.

 
e)
On May 28, 2007, the Company received $30,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. Repayment of the principal and accrued interest is payable by the Company on December 31, 2008.

 
SYNTEC BIOFUEL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
Note 6
Notes payable (cont’d)

 
f)
On July 18, 2007, the Company received $30,000 from Hokley. The promissory note is unsecured and bears interest at 5% per annum. Repayment of the principal, accrued interest and loan fee is payable by the Company on December 31, 2008.

 
g)
On September 26, 2007, the Company received $30,000 from Hokley. The promissory note is unsecured and bears interest at 10% per annum. Repayment of the principal, accrued interest and loan fee is payable by the Company on September 26, 2008.

Included in the notes payable balance at June 30, 2008 is accrued interest and loan fees of $24,559 (December 31, 2007 - $9,712).

Pursuant to SFAS No. 157, Fair Value Measurements, management has recognized that the interest rate on the notes payable from Hokley (“Notes”) is below fair market value, and has recorded a discount on the funds received from Hokley during fiscal 2007 of $15,770. This value was recorded as additional paid-in capital and is being deferred and amortized over the term of the notes. During the six months ended June 30, 2008, $5,146 (June 30, 2007 - $nil) was accreted to Notes and expensed as finance charges. The carrying value of the Notes at June 30, 2008 of $ 144,000 (December 31, 2007 – $138,854) has been accreted to its face value over the original term of the Notes.

On May 21, 2008, the Company received a loan $54,000 from Montilla Capital Corp. (“Montilla”). The loan is unsecured and bears interest at 10% per annum. Repayment of the principal and accrued interest is payable by the Company on September 21, 2008. Management has recognized that the interest rate on the notes payable from Montilla is below fair market value, and has recorded a discount on the funds received from Montilla during the six months ended June 30, 2008 of $5,785. This value was recorded as additional paid-in capital and is being deferred and amortized over the term of the notes. During the six months ended June 30, 2008, $1,446 was accreted to the loan and expensed as finance charges.

The carrying value of the loan from Montilla is $49,661. Included in the notes payable balance at June 30, 2008 is accrued interest and extension fees of $6,007.

Note 7
Common stock

Pursuant to the Asset Purchase Agreement with Montilla (Note 3), the Company entered into a common shares subscription agreement on October 1, 2007 to offer up to a maximum of 13,000,000 and a minimum total of 2,174,000 common shares at $0.231 per share. During the six months ended June 30, 2008, the Company issued 221,450 common shares at $0.231 for total proceeds of $51,155.

 
SYNTEC BIOFUEL INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008
Unaudited
Note 8
Supplemental cash flow information

                   
               
March 15, 2000
 
               
(Date of
 
   
Six month ended
   
Inception)
 
   
June 30,
   
June 30,
 
   
2008
   
2007
   
2008
 
Cash paid for:
                 
Income taxes
  $ -     $ -     $ -  
                         
Interest
  $ -     $ -     $ -  
                         
Non-cash investing activity:
                       
A total of 11,00,000 common shares were issued to Montilla at a fair value of $0.455 per share, for total consideration of $5,005,000, pursuant to the Asset Purchase Agreement (Note 3)
  $ -     $ -     $ 5,005,000  
Non-cash financing activities:
                       
A total of 1,600,000 common shares were issued to a company controlled by a director at a fair value of $0.005 per share for legal and organizational expenses paid
  $ -     $ -     $ 8,000  
A total of 7,000,000 common shares were issued at fair value of $0.005 per share for the acquisition of a license from a company controlled by a director.
  $ -     $ -     $ 35,000  


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

We are now consistently achieving yields in excess of 110 gpt, making the Syntec Catalysts an economically viable method of producing ethanol and methanol from waste cellulosic biomass. A plant processing 300 tpd of biomass with a yield of 110 gpt will generate revenue of approximately $27 million per year with an EBITDA of $17 million (ex carbon credit).

We are proposing to set up a 30 tpd demonstration facility in southeast USA that will produce 2.5 MM gallons of fuel alcohol which we expect to be operational within 6 months from time of funding.   Syntec is currently raising up to $8,000,000 to pursue our current business plan.

The first licensed or corporate Joint Venture plant will likely be built in the Pacific Northwest to take advantage of readily available low-cost organic waste, an abundant source of wood and the generous State Government funding programs that are available. This would give Syntec a demonstrable competitive advantage over other cellulose-to-ethanol technologies (e.g., Iogen) that cannot use softwood as a feedstock source at present and needs different enzymes for different feedstock species.

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 demonstration plant. Even after the completion of a demonstration 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 June 30, 2008, we had a working capital deficit of $601,138. We are in immediate 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.

SIX MONTHS ENDING JUNE 30, 2008

The Company had no revenue for the six months ended June 30, 2008 and 2007. The total expenses increased significantly from $80,213 in 2007 as compared to $832,106 in 2008. In 2008, the Company incurred consultant and management fees of $290,488 as compared to $53,228 in 2007 as additional consultants hired for the new development. The development fees increased from $nil in 2007 to $237,664 in 2008 because of higher research and development expenses. The increase of office and miscellaneous expenses from $862 in 2007 to $105,838 in 2008 is mainly due to higher traveling, conferences and trade show expenses and regulatory filings. Our net loss per share is at $0.03 in 2008 and nil in 2007.

FINANCIAL CONDITION AND LIQUIDITY

Our cash position was $193,046 at June 30, 2008 and was $509,504 at December 31, 2007.

Our working capital deficit at June 30, 2008 was $601,138 as compared to working capital surplus of $183,082 at December 31, 2007.

The Company's ability to continue as a going concern and fund operations through the remainder of 2008 is contingent upon its ability to raise funds through equity or debt financing.

The Company has arranged loans of $299,580 from Impulse Advertising Ltd in order to fund the ongoing operations of the business. This loan has been secured by way of a Promissory Note.

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 June 30, 2008, 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.

Changes in Internal Control over Financial Reporting

During the six months ended June 30, 2008, management took steps to improve the internal controls over financial reporting by (1) searching for outside directors to establish an effective audit committee, (2) utilizing existing office staff in order to remedy the segregation of duties deficiencies, (3) writing accounting and financial reporting procedures to comply with the requirements of US GAAP and SEC disclosures, and (4) following the newly written accounting and financial reporting procedures in (3) 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

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

Exhibit Number
 
Description
2.1*
 
Resolution of the Board of Directors filed on 8K on May 22, 2008
10.1*
 
General Security Agreement filed on 8K on June 26, 2008
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
*   previously filed with SEC


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/ George Kosanovich
 
Date: August 14, 2008
George Kosanovich
   
Director, CEO
   
 
     
/s/ Janet Cheng
 
Date: August 14, 2008
Janet Cheng
   
Director, CFO
   
 
 
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