UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, ~~2008~~2009

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

For the transition period ~~from__________________________________to______________________________~~ 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)

(604) 648-2090 Registrant’'s telephone number(including area code) ~~(604) 648-2090~~

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [X] No

£ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes T [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

£ Yes T No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (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. [X] ~~TYes £~~ Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’'s knowledge, in definitive proxy or ~~information~~ information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £ [ ]

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 a smaller reporting company) Smaller reporting company T[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). £ [ ] Yes T [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’'s most recently completed second fiscal quarter.

The aggregate value of the issuer's common stock held by non-affiliates (assuming that the issuer's only affiliates are its' directors, officers and 10% or greater stockholders) of the issuer as of December 31, 2009 was $8,444,748.80

~~The aggregate~~APPLICABLE ~~value~~ONLY ofTO ~~the~~REGISTRANTS ~~issuer’s~~INVOLVED ~~common~~IN ~~stock held by non-affiliates (assuming~~BANKRUPTCY ~~that~~ PROCEEDINGS ~~the~~DURING ~~issuer’s~~THE ~~only~~PRECEDING ~~affiliates are its’ directors, officers and 10% or greater stockholders) of the issuer as of December 31, 2008 was $4,458,616.~~FIVE YEARS:

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’'s classes of common stock, as of the latest practicable Date: ~~December~~March 3126, ~~2008~~2010 ~~– 33~~- 35,~~194~~837,~~079~~412

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Form 10-K under "Item 1. Business", "Item 2. Properties", "Item 3. Legal Proceedings", and "Item 7. Management's Discussions and Analysis of Financial Condition and Results of Operations" and elsewhere constitute "forward-looking statements" are within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). 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., a company organized under the laws of Washington the Company, 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: general economic and business conditions; competition; success of operating initiatives; our ability to raise capital and the terms thereof; changes in business strategy or development plans; future rental revenues; the continuity, experience and quality of our management; changes in or failure to comply with government regulations or the lack of government authorization to continue our projects; and other factors referenced in the Form 10-K.

The use in this Form 10-K 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. The success of the Company is dependent on our efforts, the employees and many other factors including, primarily, our ability to raise additional capital.

We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Such forward-looking statements are based on the beliefs and estimates of our management as well as on assumptions made by and information currently available to us at the time such statements were made. Forward looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward looking statements, including, without limitation, the failure to obtain adequate financing on a timely basis for operations and to build a pilot or demonstration plant, inability of achieving commercialization of the catalysts, inability to ~~obtain~~ obtain sustainable feedstock at an economical price, a major drop in price for biofuel and other risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements, either as a result of the matters set forth or incorporated in this Report generally and certain economic and business factors, some of which may be beyond our control.

We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

- 3 -

PART I

Item 1. Business

General

~~Syntec Biofuel~~The basic ~~Inc.~~concept (“of Syntec”)'s business plan is ~~now~~to ~~consistently~~license ~~achieving~~their ~~yields~~core intechnology ~~excess~~to third party operators who will pay Syntec a Licensing fee of ~~110 gpt~~$250,000 ~~making~~plus ~~the~~a royalty ~~Syntec~~fee ~~Catalysts~~of an3% ~~economically~~of ~~viable~~sales ~~method~~(approx. $0.06 cents per gallon) of ~~producing ethanol,~~alcohol produced. ~~methanol,~~Syntec ~~propanol~~will ~~and~~also ~~butanol~~earn ~~from~~commission ~~waste~~on ~~cellulosic~~the ~~biomass~~sale of catalysts. The Webusiness ~~have estimated~~strategy is to license their technology to companies that bywill ~~selling~~build smaller plants i.e. 12 MM gpy in close proximity or co-located with a feedstock supplier (to reduce biomass and transport costs and secure a guaranteed feedstock supply). Syntec will also market technology licenses to companies such as Methanex, weSasol, ~~expect~~B.P. toMitsui ~~generate~~and ~~revenue~~Sabic that may utilize a portion of ~~approximately~~ $6their ~~million~~natural ~~per~~gas ~~year~~to ~~from~~produce ~~2012~~Mixed Alcohols, which have a higher commodity value than methanol.

WeIn order ~~are proposing~~to license our technology, we have to ~~raise~~showcase $1our process in an industrial environment so that a potential licensee can see a tree going in one side and liquid fuel coming out the other side.6 ~~million~~To asachieve ~~working~~this ~~capital~~Syntec has to build ~~improve~~a ~~productivity~~Pilot ~~of our~~Plant ~~catalyst~~which ~~and~~they ~~continue~~can ~~development~~do by building a back end reactor to ~~achieve~~an existing ~~commercialization~~gasifier at a reduced cost.

WeSyntec has ~~expect to~~been ~~build~~offered aaccess ~~Pilot~~to ~~Plant~~a ~~within~~3 ~~the~~tpd ~~next~~gasifier ~~12 months (with Department of Energy assisted Funding)~~ in ~~either~~Mississippi ~~Oregon~~which orhas ~~Alaska~~been ~~(where~~operating ~~there~~for over is4 anyears. ~~abundance~~Syntec ~~of feedstock)~~proposes ~~and anticipate the first Corporate plant will likely be built in the Pacific Northwest~~ to ~~take~~engineer ~~advantage of readily available low-cost organic waste, an abundant source of wood~~ and ~~the~~build ~~generous State Government funding programs that are available. This would give Syntec~~ a ~~demonstrable~~reactor ~~competitive advantage over other cellulose-~~to~~-ethanol~~ ~~technologies~~fit ~~(e.g.,~~onto ~~Iogen)~~the backend ~~that~~of ~~cannot~~this ~~use softwood as a feedstock source at present and needs different enzymes for different feedstock species~~gasifier.

Syntec has ~~incorporated~~achieved a ~~wholly~~yield ~~owned~~of ~~subsidiary~~110 togallons ~~start~~of ~~working~~alcohol inper ~~parallel~~ton ~~on developing~~of abiomass ~~catalytic~~(one ~~process~~of tothe highest ~~produce~~yields ~~bio-butanol~~in ~~from~~the ~~Municipal~~world) ~~Solid Waste~~ and ~~other~~will ~~waste~~use ~~biomass.~~the ~~Butanol~~pilot orfacility ~~Butyl alcohol is a four carbon alcohol which can be used~~ as a ~~fuel.~~showcase ~~This~~for viewing ~~biofuel can be made~~ by ~~fermentation~~potential orlicensees ~~synthesized from~~and ~~syngas~~investors. WeSuch ~~will~~a ~~undertake~~Pilot ~~research~~plant inis ~~all~~expected ~~areas~~to cost ofapproximately ~~manufacturing~~$3 ~~Butanol and Propanol with our emphasis on catalysts~~million.

WeOn a ~~have not~~more ~~currently~~pragmatic ~~generated~~level, ~~any~~Syntec ~~revenue~~is ~~from~~also ~~operations~~planning ~~and~~to dotest ~~not~~their ~~expect~~catalysts tousing natural ~~report any~~gas ~~significant~~which ~~revenue~~is ~~from~~currently ~~operations~~used ~~until~~for ~~research~~heat and ~~development~~electricity ~~efforts mature~~as ~~and~~well ~~completed~~as ~~the~~for production ~~demonstration~~of ~~plant~~methanol. ~~Even~~Syntec ~~after~~will ~~the~~market ~~completion~~their ofcatalyst ~~a demonstration~~technology ~~plant,~~to companies ~~there~~producing ~~can~~methanol besuch noas ~~assurance~~Methanex, ~~that~~Mitsui, weB.P. ~~will~~Mitsubishi, ~~generate positive cash flow~~ Sabic and ~~there~~others ~~can~~who becould noincrease ~~assurances~~revenue asby toproducing ~~the~~a ~~level~~mixed ofalcohol ~~revenues, if any,~~ that wehas ~~may~~a far ~~actually~~greater ~~achieve~~value ~~from~~than ~~the Syntec technology~~methanol.

~~Since inception~~Syntec is continuously working on improving their catalysts to maximize yield and productivity. Subsequent to September 30, 2009, we have ~~funded~~entered ~~operations~~into ~~through~~a ~~common~~Collaborative ~~stock~~Research ~~issuances,~~Agreement with ~~related~~the ~~and non-related~~University ~~party~~of ~~loans~~British inColumbia ~~order~~(UBC) towho ~~meet~~will ~~our~~perform ~~strategic objectives. However,~~the ~~there~~final ~~can~~stage of betesting nothe ~~assurance~~effect ~~that~~of wecontaminants ~~will~~on beSyntec's ~~able~~ catalysts and enhancement of efficiencies prior to ~~obtain~~scale ~~further~~up ~~funds~~to Pilot Plant. Syntec donated laboratory equipment to ~~continue~~UBC in lieu of part of the fees. Syntec has also entered into a Joint Development Agreement with ~~our~~EERC ~~efforts~~(part of the University of North Dakota) to ~~commercialize~~perfect ~~our technology~~a process to produce bio-butanol.

WeThe Biofuel ~~expect to~~market ~~continue~~has tobeen ~~incur~~battered ~~substantial~~by ~~losses~~the infinancial ~~our~~melt ~~efforts~~down toand ~~establish~~low aethanol ~~viable business.~~and methanol Wepricing ~~are~~tied ato ~~development~~the ~~stage~~price ~~company~~of oil. ~~In a development stage company~~However, ~~management~~ ~~devotes~~the ~~most~~future of ~~its~~biofuel ~~activities~~is almost toguaranteed ~~establishing~~with athe ~~viable~~US ~~business.~~Government ~~As of~~mandating ~~December~~21 ~~31,~~billion ~~2008,~~gallons ~~we had a working capital deficit~~ of cellulosic ~~$984,400.~~biofuel Weby ~~are~~2022 ~~in immediate need of further working capital~~ and ~~are considering options with respect to financing in~~ the ~~form~~push oftowards ~~debt,~~a ~~equity~~15% orblending ~~a combination thereof~~requirement.

~~Principal Products~~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 $5 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 such as ethanol. 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~~’s process~~ is astill ~~biomass-to-alcohol~~very ~~(“B2A”)~~bullish ~~conversion~~on ~~path~~achieving ~~quite~~success ~~similar~~as toa ~~modern day~~leader ~~methanol~~in orthe ~~gas~~thermo-~~to-liquid~~chemical race. ~~production~~Producing ~~processes~~ethanol ~~used~~and ~~commercially~~other ~~by companies~~alcohols ~~such~~from aswaste ~~Methanex,~~biomass ~~Shell,~~is still very compelling and ~~Sasol~~our projected production cost of $0.88 ~~The~~per ~~key~~gallon ~~differentiating~~is ~~factors are~~still one of the ~~feedstocks,~~lowest ~~catalysts~~in the biofuel industry. Our technology is far simpler and ~~operating~~more stable ~~parameters~~than using enzymes and fermentation to break down cellulose and should consistently be able to be produced at a much lower price.

~~There are 3 basic steps in the B2A process:~~4

i.Principal ~~production of syngas (CO, H2) either through the gasification of biomass feedstock, or through steam reforming/partial oxidation of biogas or landfill gas,~~Products

~~ii.~~Syntec's process is a biomass-to-alcohol (“B2A”) conversion ofpath ~~syngas~~quite similar to ~~bio~~modern day methanol or gas-~~alcohols~~to-liquid ~~over~~production ~~Syntec~~processes ~~catalyst~~used incommercially aby companies ~~fixed~~such ~~bed~~as ~~reaction~~Methanex, ~~unit~~Shell, and Sasol. The key differentiating factors are the feedstocks, catalysts and operating parameters.

~~iii.~~There are ~~separation~~3 ~~and~~basic ~~purification~~steps ofin ~~bio-alcohols~~the ~~(high~~B2A ~~purity) to ethanol, methanol, n-propanol and n-butanol.~~process:

i. production of syngas (CO, H2) either through the gasification of biomass feedstock, or through steam reforming/partial oxidation of biogas or landfill gas, ii. conversion of syngas to bio-alcohols 4 over Syntec catalyst in a fixed bed reaction unit, iii. separation and purification of bio-alcohols (high purity) to ethanol, methanol, n-propanol and n-butanol.

The B2A process has the potential tofor ~~revolutionize the ethanol industry with~~ higher ~~ethanol~~ yields and lower production costs per ton of feedstock than any other ~~ethanol~~ production path in commercial use today. Furthermore, it is anticipated that the B2A process will enable the conventional ethanol industry to also use these well established chemical processes to obtain production and efficiency metrics beyond what traditional grain based fermentation processes can offer.

Perhaps the most important aspect of the Syntec Process is the ability to convert abundant, low cost waste products into ethanol and bio-alcohols without harming the agricultural land base or competing with consumable food stocks. Moreover, enough biomass exists and is renewed every year in North America, and other parts of the world, to significantly reduce a country’'s dependence on imported oil required for petroleum derived fuels.

Utilization of Syntec’'s proprietary Ethanol catalyst enables the B2A process to produce a mixed product of methanol, ethanol, propanol and butanol. Syntec’'s ~~proposed~~ bio-butanol ~~catalyst~~development program with EERC will utilize the B2A process in conjunction with ~~the~~a newly developed catalyst to produce bio-butanol.

The Company ~~plans~~business onmodel ~~selling~~is to sell licenses and ~~entering~~enter joint venture partnerships to ~~using the B2A process so it can~~ generate revenue from licensing fees, royalty fees, joint venture profit participation, sale of turnkey facilities and commission on the sale of catalysts.

Source and Availability of ~~Raw~~ Raw Materials

Raw materials and components for the current research and development phase of operations are ~~generally~~ available in close proximity to the ~~market~~facility.

Upon commercialization, raw materials for Syntec’'s B2A process will be readily available due to the ability to utilize waste ~~feedstocks~~feed stocks such as mill residues, forest residues, agricultural residues and MSW.

Intellectual Property

The Company owns the patent “Catalysts and processes for the manufacture of lower aliphatic alcohols from syngas” (patent number 7,384,987) which was approved on the 10th of June, 2008. A second international Patent was applied for in July, 2008 and is now pending. The Company considers the combination of the Syntec catalyst and the B2A process to be unique which differentiates the Company from its competitors.

Competitive Analysis

Ethanol is currently produced primarily via a dry milling fermentation process of food chain feedstock such as corn, sugar cane, wheat or barley. This process is well developed but remains subject to a number of negative externalities, including increase in food costs, using farmland for transport purposes rather than food production, water issues, net energy values and high cost volatility associated with grain feedstock usage.

Competitive research is currently being undertaken to produce ethanol with catalytic synthesis (using various metals, slurry bed reactors or significantly higher pressure), enzymatic fermentation (which uses enzymes to break down bio-waste), dilute acid hydrolysis fermentation and concentrated acid hydrolysis fermentation. Each of the ~~fermentation methods requires considerable~~ ~~energy and time to produce alcohols, affecting the production volumes and~~ ~~economic viability. In addition, fermentation technologies are~~ ~~sensitive to feedstock variations. Slurry bed reactors require higher capital outlays and have higher operating costs than conventional fixed bed reactors.~~

We do not believe that any ethanol producing method will prevail, to the exclusion of others, as every ethanol producer, whether from biogas, biomass, corn and/or sugar is vital to achieve the mandated ethanol requirements to reduce consumers’ dependence on oil. We do however believe that our process is the best solution as it is less disruptive, has a lower cost, is less destructive to the environment, produces greater green gas reduction and does not require valuable farmland to produce.5

-fermentation methods ~~5 -~~requires considerable energy and time to produce ethanol, affecting the production volumes and economic viability. In addition, fermentation technologies are sensitive to feedstock variations.

~~Low pressure~~We do ~~catalytic~~not ~~synthesis~~believe ~~has~~that ~~been~~any ~~used~~ethanol ~~for~~producing ~~methanol~~method ~~production~~will ~~for many decades~~prevail, ~~and~~to the ~~Company~~exclusion of isothers, ~~focusing~~as onevery ~~using~~ethanol ~~similar~~producer, ~~methodology~~whether tofrom ~~produce ethanol~~biogas, ~~methanol~~biomass, corn and/or sugar ~~other~~is ~~higher~~vital ~~order~~to ~~alcohols~~achieve ~~such~~the asmandated ~~butanol~~ethanol ~~which~~requirements ~~has~~to ~~even greater~~reduce consumers' ~~value~~dependence on oil. ~~Once~~ ~~optimized,~~We ~~the~~do ~~Company~~however ~~believes~~believe that our process is the best solution as it is less disruptive, has a ~~fundamental~~ ~~shift~~lower ~~will~~cost, ~~occur~~is inless destructive to the ~~ethanol~~environment, ~~production~~produces ~~industry~~greater ~~away~~green ~~from fermentation~~gas reduction and ~~toward~~does ~~thermo-chemical~~not ~~processes~~require valuable farmland to produce.

~~Research~~Our technology has the added benefit of producing not only ethanol but also methanol, propanol and ~~Development~~ butanol. These additional alcohols allow for entry into the bio-chemical market which is growing rapidly as companies look for sustainable replacements to petrochemicals. The multiple product streams and markets hedge against price fluctuations in one product and lessen the impact of gasoline prices on the economic viability of the business.

~~The primary~~Research ~~focus of the Company is research~~ and development of the B2A process and the Syntec catalysts since the acquisition of the intellectual property on September 28, 2007. The Company has spent $91,236 in 2007 and $343,715 in 2008 in continued research and development.Development

~~Number~~The primary focus of ~~Employees~~ the Company is research and development of the B2A process and the Syntec catalysts since the acquisition of the intellectual property on September 28, 2007. The Company has spent $343,715 in 2008 and $83,587 in 2009 in continued research and development.

~~The Company~~Proposal to ~~has~~apply nofor ~~Employees~~a ~~other~~Name ~~than the Directors.~~Change

~~Reports~~The biofuel market has been hard hit by escalation in feedstock costs and drop in fuel prices which has resulted in many biofuel companies losing money and in some cases going bankrupt. This has given the bio-fuel industry a black eye with investors. As Syntec's technology produces not only biofuel but chemical /alcohols from biomass but also produces mixed alcohols from natural gas and gasified coal, we are not strictly a biofuel company and we therefore propose to ~~Securities Holders~~apply to change our name to Synthenol Inc.

WeNumber of are subject to disclosure filing requirements including filing a Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required.Employees

~~The public~~As ~~may read and copy any materials that we file with~~ the ~~Securities~~company ~~and Exchange~~has ~~Commission,~~transferred ~~("SEC"),~~their laboratory atto the ~~SEC's~~University of ~~Public~~British ~~Reference~~Columbia ~~Room~~we atdo not ~~100~~have Fany ~~Street NE,~~Employees ~~Washington,~~other DCthan ~~20549. The public may obtain information on~~ the ~~operation~~Officers of ~~the~~ ~~Public Reference Room by calling~~ the ~~SEC at 1-800-SEC-0330~~Company. ~~The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.~~

~~We provide an annual report that includes our audited financial information~~ Reports to ~~our shareholders upon written request. We also make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of the~~ Securities ~~Exchange Act of 1934. More information about the Company can be found at www.syntecbiofuel.com.~~Holders

~~Item 1A~~We are subject to disclosure filing requirements including filing a Form 10-K annually and Form 10-Q quarterly. ~~Risk~~In ~~Factors~~addition, we will file Form 8-K and other proxy and information statements from time to time as required.

WeThe ~~are~~public ~~a smaller~~may ~~reporting~~read ~~company~~and ascopy ~~defined~~any bymaterials ~~Rule~~that ~~12b-2~~we file ofwith the Securities and Exchange ~~Act~~ ofCommission, ~~1934~~("SEC"), ~~and~~at ~~are~~the ~~not~~SEC's Public ~~required~~Reference toRoom ~~provide~~at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information ~~under~~statements, ~~this item~~and other information regarding issuers that file electronically with the SEC.

~~Item 1B~~We provide an annual report that includes our audited financial information to our shareholders upon written request. ~~Unresolved~~We ~~Staff~~also ~~Comments~~make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of the Securities Exchange Act of 1934. More information about the Company can be found at www.syntecbiofuel.com.

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. Properties~~6

~~At present,~~Item ~~in order to reduce overhead expenses, the Company does not maintain a physical office in the United States~~1B. ~~Our~~Unresolved ~~current~~Staff ~~administrative facility is located at Suite 206, 388 Drake Street, Vancouver, British Columbia, Canada.~~Comments

-We 6 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 3 2. ~~Legal Proceedings~~Properties

WeAt ~~may from~~present, ~~time to time be involved~~ in ~~various~~order ~~claims,~~to ~~lawsuits,~~reduce ~~disputes~~overhead ~~with third parties~~expenses, ~~actions~~the ~~involving~~Company ~~allegations~~does ofnot maintain ~~discrimination,~~a orphysical ~~breach~~office ofin ~~contract actions~~the ~~incidental~~United toStates. ~~the~~Our ~~operation~~current administrative offacility ~~its’~~is ~~business. We~~located ~~currently are~~at ~~not~~Suite 206, ~~involved~~388 inDrake Street, ~~any~~Vancouver, ~~such~~British ~~litigation~~Columbia, Canada.

Item 3. Legal Proceedings

~~Item 4.~~We may ~~Submission~~from time to time be involved in various claims, lawsuits, disputes with third parties, actions involving allegations of ~~Matters~~discrimination, or breach of contract actions incidental to athe ~~Vote~~operation of ~~Security~~its' ~~Holders~~business. We currently are not involved in any such litigation.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of our security holders during the fourth quarter of the fiscal year ended December 31, ~~2008~~2009.

PART II

Market Information

The Company’'s stock is traded on the over-the-counter bulletin board under the symbol, SYBF. The following table sets forth for the periods indicated, the range of high and low bid prices for the Company’'s Common Stock:

Quarter Ended	High Price	Low Price
March 31 2007	0.510	0.100
March 31 2008	1.250	0.550
June 30 2007	0.400	0.050
June 30 2008	1.300	0.450
September 2007	0.510	0.080
September 2008	1.010	0.550
December 2007	0.800	0.200
December 2008	1.010	0.200
March 31 2008	1.250	0.630
March 31 2009	0.500	0.100
June 30 2008	1.150	0.700
June 30 2009	0.250	0.100
September 2008	1.010	0.600
September 2009	0.400	0.200
December 2008	0.750	0.200
December 2009	0.550	0.150

The over-the-counter quotations reflect inter-dealer prices, with retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders

As of ~~December~~ ~~31,~~February ~~2008~~11, 2010, we had 6760 shareholders of record of common stock, including shares held by brokerage clearing houses, depositories or otherwise in unregistered form.

~~Dividends~~7

We have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future. There are no material restrictions or limiting that is likely to limit the Company’s ability to pay dividends in its common stock.Dividends

-We have ~~7 -~~not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future. There are no material restrictions or limiting that is likely to limit the Company's ability to pay dividends in its common stock.

Securities Authorized For ~~Issuance~~ Issuance Under Equity Compensation Plans

Set forth below is information related to the securities we sold during the last fiscal year ended December 31 ~~2008~~, 2009, without registration under the Securities Act of 1933, as amended.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	N/A	N/A	N/A
Equity compensation plans not approved by security holders	N/A	N/A	N/A
Total	N/A	N/A	N/A

Repurchase of Common Shares

During the year ended December 31, ~~2008~~2009, we did not purchase any of our common stock shares.

Item 6. Selected Financial Data.

~~Item 6.~~We ~~Selected~~are a ~~Financial~~smaller ~~Data~~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 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

WeThe ~~are~~following ~~a smaller~~discussion ~~reporting~~and ~~company~~analysis asshould ~~defined~~be byread in ~~Rule~~conjunction ~~12b-2~~with of the ~~Securities~~audited ~~Exchange Act~~financial ofstatements ~~1934~~ and ~~are~~notes ~~not~~thereto appearing ~~required~~elsewhere toin ~~provide~~this ~~the~~annual ~~information~~report ~~under~~on ~~this item~~Form 10-K.

Plan of Operations

~~Item 7.~~The following ~~Management’s~~discussion ~~Discussion~~contains certain forward-looking statements that are subject to business and ~~Analysis~~economic ofrisks ~~Financial~~and ~~Condition~~uncertainties, and ~~Results~~our ~~of Operations~~actual results could differ materially from those forward-looking statements. The following discussion regarding our financial statements should be read in conjunction with the financial statements and notes thereto.

~~The following~~We ~~discussion~~have not currently generated any revenue from operations and ~~analysis~~do ~~should~~not beexpect ~~read~~to inreport ~~conjunction~~any ~~with~~significant ~~the~~revenue ~~audited financial~~from ~~statements~~operations until research and ~~notes~~development ~~thereto~~efforts ~~appearing~~mature ~~elsewhere~~and inwe ~~this~~have ~~annual~~completed ~~report on~~a demonstration ~~Form 10-K~~plant. Even after the completion of a demonstration plant, there can be no assurance that we will generate positive cash flow and

~~Plan of Operations~~8

~~The following~~there can ~~discussion~~be ~~contains~~no ~~certain~~assurances ~~forward-looking~~as ~~statements that are subject~~ to ~~business~~the ~~and~~level ~~economic~~of ~~risks~~revenues, ~~and~~if ~~uncertainties~~any, ~~and~~that ~~our~~we ~~actual~~may ~~results could~~actually achieve ~~differ materially~~ from ~~those forward-looking statements. The following discussion regarding our financial statements should be read in conjunction with~~ the ~~financial~~Syntec ~~statements and notes thereto~~technology.

WeSince ~~have not~~inception, ~~currently~~we ~~generated~~have ~~any~~funded ~~revenue from~~ operations ~~and~~through docommon stock ~~not~~issuances, ~~expect~~related ~~to report any significant revenue from operations until research~~ and ~~development~~non-related ~~efforts mature~~party ~~and~~loans wein ~~have~~order ~~completed~~to ameet ~~demonstration~~our strategic ~~plant~~objectives. ~~Even after the completion of a demonstration plant~~ However, there can be no assurance that we will ~~generate positive cash flow and there can~~ be noable ~~assurances as~~ to ~~the~~obtain ~~level~~further offunds ~~revenues,~~to ifcontinue ~~any, that~~with our weefforts ~~may~~to ~~actually~~establish ~~achieve~~a ~~from~~new ~~the Syntec technology~~business.

~~Since inception,~~We weexpect ~~have~~to ~~funded~~continue ~~operations~~to ~~through~~incur ~~common~~substantial ~~stock~~losses ~~issuances,~~in ~~related~~our efforts ~~and non-related~~to ~~party~~establish ~~loans~~a innew ~~order~~business. toWe ~~meet~~are ~~our~~a ~~strategic objectives~~development stage company. ~~However~~ In a development stage company, ~~there~~management ~~can~~devotes most beof noits ~~assurance~~activities ~~that~~to establishing a new business. As of December 31, 2009, we ~~will~~had bea ~~able to~~working ~~obtain~~capital deficit of $1,694,475. We are in immediate need of further working ~~funds~~capital toand ~~continue~~are ~~with~~considering ~~our~~options ~~efforts~~with respect to ~~establish~~financing in the form of debt, equity or a ~~new business~~combination thereof.

Liquidity and Capital Resources

-Our cash ~~8 -~~position is $10,228 as of December 31, 2009 and was $1,419 at December 31, 2008.

WeOur primary ~~expect to~~source ~~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~~funds ~~activities~~since toincorporation ~~establishing~~has abeen ~~new~~through ~~business.~~the Asissue of ~~December~~ ~~31,~~our common ~~2008~~stock, wethe ~~had~~proceeds ~~a working capital deficit~~ of ~~$984,400.~~the Weinitial ~~are~~public ~~in immediate~~offering ~~need of further working capital~~ and ~~are~~loans ~~considering options with respect~~ to ~~financing~~us inby ~~the~~related parties ~~form~~and ofthird ~~debt, equity or a combination thereof~~parties.

~~Liquidity~~The Company's ability to continue as a going concern and ~~Capital Resources~~fund operations through the remainder of 2010 is contingent upon its ability to raise funds through equity or debt financing.

~~Our~~The Company ~~cash position~~has isarranged ~~$1,419~~loans asfrom third party lenders in order to fund the on going operations of ~~December~~the ~~31,~~business. ~~2008~~These ~~and~~loans ~~was~~have ~~$509,504~~been atsecured ~~December~~by ~~31, 2007~~way of Promissory Notes.

Results of Continuing Operations

~~Our primary~~Twelve Months ~~source~~Ended ofDecember ~~funds since incorporation has been through the issue of our common stock~~31, ~~the proceeds of the initial public offering~~ 2009 and ~~loans to us by related parties and third parties.~~2008

The Company's ~~ability~~had tono ~~continue~~revenue for the year ended December 31, 2009 and 2008. Expenses decreased from $1,307,689 in 2008 as acompared ~~going~~to ~~concern~~$819,000 in 2009. In 2009, the Company incurred consultant and ~~fund~~management ~~operations~~fees ~~through~~of $250,765 as compared to $375,863 in 2008 as the ~~remainder~~ R&D shifted to the University of British Columbia. The interest fees were $89,292 in 2009 as compared to $46,604 in 2008 isfor increasing ~~contingent~~loans ~~upon~~for ~~its~~operations. ~~ability~~Furthermore, the development fees decreased from $343,715 in 2008 to ~~raise~~$83,587 ~~funds~~in ~~through~~2009 ~~equity or~~as ~~debt~~the ~~financing~~development transitioned to UBC. The net loss for 2009 was $839,512 as compared to $1,301,740 in 2008. Our net loss per share is at $0.02 for 2009 and $0.04 for 2008.

~~The Company~~Critical ~~has~~Accounting ~~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.~~Policies

~~Results~~The discussions and analysis of ~~Continuing Operations~~our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management re‑evaluates its estimates and judgments on an ongoing basis particularly those related to the determination of the impairment of its intangible assets. Actual results could differ from the estimates. We believe the following are the critical accounting policies used in the preparation of the financial statements.

~~Twelve Months~~We have ~~Ended~~adopted ~~December~~various ~~31,~~accounting ~~2008~~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 ~~2007~~that affect the amounts reported in the financial statements and accompanying notes.

~~The Company~~Although ~~had~~these noestimates ~~revenue~~are ~~for~~based ~~the~~on ~~year~~our ~~ended~~knowledge ~~December~~of current ~~31,~~events ~~2008~~ and ~~2007.~~actions ~~Expenses increased~~we ~~significantly~~may ~~from~~undertake ~~$452,356~~ in ~~2007 as compared to $1,307,689 in 2008. In 2008,~~ the ~~Company incurred consultant and management fees of $375~~future,~~863~~ ~~as compared~~they tomay ~~$207,983~~ultimately differ infrom ~~2007~~actual ~~as additional consultants hired for the new development~~results. ~~The~~Certain ~~interest~~accounting ~~fees~~policies ~~were~~involve ~~$46,604~~significant judgments inand ~~2008~~assumptions asby ~~compared to $26~~us,~~618~~ ~~in 2007~~which ~~for~~have ~~increasing~~a ~~loans~~material ~~for~~impact ~~operations.~~on ~~Furthermore,~~our ~~the~~financial condition ~~development fees increased from $91,236 in 2007 to $343,715 in 2008 as more office staffs were hired~~ and ~~research and development expenses were charged~~results. Management believes ~~The~~its ~~net~~critical ~~loss~~accounting ~~for~~policies ~~2008 was~~reflect ~~$1,301,740~~its asmost ~~compared~~significant estimates toand ~~$449,395~~assumptions used in ~~2007.~~the ~~Our~~presentation ~~net~~of ~~loss per share is at~~our ~~$0.04 for 2008 and $0.02 for 2007.~~

~~Critical Accounting Policies~~9

~~The discussions and analysis of our~~ financial statements. Our ~~condition~~critical ~~and~~accounting policies ~~results~~include ofdebt ~~operations, including~~management ~~the discussion on liquidity~~ and ~~capital~~accounting ~~resources,~~for ~~are~~ stock-based compensation. We ~~upon~~do ~~the financial~~not ~~statements, which~~ have ~~been~~off-balance sheet ~~prepared in accordance with US GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets~~arrangements, ~~liabilities~~financings, ~~revenues~~or ~~and expenses,~~other ~~and~~relationships ~~related~~with ~~disclosure~~unconsolidated entities ofor ~~contingent~~other ~~assets~~persons, ~~and liabilities. Management~~also ~~re-evaluates~~known ~~its~~as ~~estimates~~"special ~~and judgments~~purpose ~~on an ongoing basis particularly those related to the determination of the impairment of its intangible assets~~entities". ~~Actual results could differ from the estimates. We believe the following are the critical accounting policies used in the preparation of the financial statements.~~

WeNew ~~have adopted~~Accounting 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.Standards

~~Although these~~ ~~estimates~~In ~~are~~May ~~based~~2009, onthe ~~our~~Financial ~~knowledge~~Accounting Standards ofBoard ~~current~~(“FASB”) ~~events~~issued guidance that establishes general standards of accounting for and ~~actions~~disclosure weof ~~may undertake~~events inthat occur subsequent to the ~~future,~~balance sheet ~~they~~date ~~may~~but ~~ultimately~~before ~~differ~~financial ~~from~~statements ~~actual~~are ~~results~~issued. ~~Certain accounting~~The ~~policies~~statement ~~involve~~defines two ~~significant~~types ~~judgments~~of ~~and~~subsequent ~~assumptions~~events by(1) usrecognized subsequent events, which ~~have~~ aprovide additional ~~material~~evidence ~~impact~~about onconditions ~~our~~that ~~financial~~existed ~~condition~~at the balance sheet date, and ~~results. Management~~ ~~believes~~(2) ~~its~~non-recognized ~~critical~~subsequent ~~accounting~~events, ~~policies~~which ~~reflect its~~provide ~~most~~evidence ~~significant~~about conditions ~~estimates~~that ~~and~~did ~~assumptions~~not ~~used~~exist inat the ~~presentation~~balance ofsheet ~~our~~ date, but arose before the financial statements were issued. ~~Our~~ ~~critical~~Recognized ~~accounting~~subsequent ~~policies~~events ~~include~~are ~~debt management~~required ~~and~~to be ~~accounting~~recognized ~~for~~in ~~stock-based~~the ~~compensation. We~~financial dostatements, ~~not have~~and ~~off~~non-~~balance~~recognized ~~sheet~~subsequent ~~arrangements,~~events are ~~financings,~~required orto ~~other~~be ~~relationships~~disclosed. ~~with unconsolidated~~The ~~entities~~adoption orhad ~~other~~no ~~persons~~material impact on the Company's financial position, ~~also~~results ~~known~~of asoperations ~~"special~~or ~~purpose entities"~~cash flows.

-In ~~9 -~~June 2009, the FASB issued the Accounting Standards Codification, which establishes a sole source of US authoritative GAAP. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing US GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The adoption of this guidance did not have an effect on the Company's consolidated results of operations, financial position or cash flows.

~~New~~Other ~~Accounting Standards~~pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

InWe ~~April 2008,~~are a ~~the~~smaller ~~Financial~~reporting ~~Accounting~~company ~~Standards~~as ~~Board~~defined ~~(“FASB”)~~by ~~issued~~Rule ~~Staff Position No. 142~~12b-3,2 ~~“Determination~~ of the ~~Useful~~Securities ~~Life~~Exchange Act of ~~Intangible~~1934 ~~Assets” (“FSP No. 142-3”).~~and ~~FSP No. 142-3~~are ~~amends~~not ~~the~~required ~~factors~~ to beprovide ~~considered in assumptions used to determine~~ the ~~useful~~information ~~lives of recognized intangible assets recognized~~ under ~~SFAS No. 142.~~this ~~The new guidance applies to intangible assets with contractual lives that are acquired individually or with a group of assets as well as those assets acquired in a business combination~~item. The new guidance is effective for fiscal years beginning after December 15, 2008 and interim periods. The Company will adopt the statement on January 1, 2009 which is the beginning of its 2009 fiscal year. Management is in the process of evaluating the impact FSP No. 142-3 will have on the Company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the Public Company Accounting Oversight Board’s (“PCAOB”) amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time. Management is in the process of evaluating the impact SFAS No. 162 will have on the Company’s consolidated financial statements.10

Item 8. Financial Statements and Supplementary Data.

InSYNTEC ~~May 2008,~~BIOFUEL ~~the Financial Accounting Standards Board (“FASB”) issued SFAS No~~INC. ~~163,~~ ~~“Accounting~~ (A ~~for~~Development Stage ~~Financial Guarantee Insurance Contracts-and interpretation of~~Company) ~~FASB~~ CONSOLIDATED ~~Statement~~FINANCIAL ~~No. 60”. SFAS No. 163 clarifies how Statement 60 applies to~~STATEMENTS ~~financial guarantee insurance contracts~~ December 31, ~~including~~2009 ~~the recognition~~ and ~~measurement~~ of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time. Management is in the process of evaluating the impact SFAS No. 163 will have on the Company’s consolidated financial statements.

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk.~~11

WeREPORT ~~are~~OF ~~a smaller~~INDEPENDENT ~~reporting~~REGISTERED ~~company~~PUBLIC asACCOUNTING ~~defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~FIRM

-To ~~10 -~~the Stockholders and Board of Directors of Syntec Biofuel Inc.

~~Item 8~~We have audited the accompanying consolidated balance sheets of Syntec Biofuel Inc., ~~Financial~~a ~~Statements~~development stage company, as of December 31, 2009 and ~~Supplementary~~2008 ~~Data~~and the consolidated statements of operations, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~SYNTEC BIOFUEL~~We ~~INC~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~(A Development~~In ~~Stage~~our ~~Company)~~opinion, these consolidated financial statements present fairly, in all material respects, the financial position of Syntec Biofuel Inc. as of December 31, 2009 and 2008 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~CONSOLIDATED FINANCIAL~~The ~~STATEMENTS~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~December 31,~~/s/ ~~2008 and 2007~~DMCL

Dale Matheson Carr-Hilton 11Labonte LLP - CHARTERED ACCOUNTANTS

~~REPORT OF~~ ~~INDEPENDENT~~Vancouver, ~~REGISTERED~~Canada ~~PUBLIC~~ March ~~ACCOUNTING~~30, ~~FIRM~~2010

~~To the Stockholders and Board of Directors of Syntec Biofuel Inc.~~12

WeSYNTEC ~~have audited~~BIOFUEL ~~the accompanying consolidated balance sheets of Syntec Biofuel Inc~~INC.~~, a~~ ~~development~~ (A ~~stage~~Development ~~company,~~Stage as of December 31, 2008 and 2007 and the consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company~~'s management. Our responsibility is to express an opinion on~~) ~~these~~ CONSOLIDATED ~~financial~~BALANCE ~~statements based on our audits.~~SHEETS

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

ASSETS		December 31,		December 31,
		2009		2008

Current Assets
Cash	$	10,228	$	1,419
Receivables		23,328		23,283

		33,556		24,702

Equipment (Note 4)		169,658		254,839

Intellectual property (Note 3)		5,100,000		5,100,000
Intangible assets (Note 3)		20,000		20,000

	$	5,323,214	$	5,399,541

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$	198,717	$	193,324
Current portion of obligation under capital lease (Note 4)		10,634		16,411
Due to related parties (Note 5)		1,107,077		561,209
Notes payable (Note 6)		411,603		238,158

		1,728,031		1,009,102

Obligation under capital lease (Note 4)		-		9,175

		1,728,031		1,018,277

Commitments and contingencies (Notes 3, 5, and 6) Subsequent Events (Note 10)

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: 35,237,412 (December 31, 2008: 33,194,079)		3,523		3,319
Additional paid-in capital		6,501,277		6,328,543
Accumulated other comprehensive income (loss)		(15,165)		104,342
Deficit accumulated during the development stage		(2,894,452)		(2,054,940)

		3,595,183		4,381,264

	$	5,323,214	$	5,399,541

InSEE ~~our opinion,~~ACCOMPANYING these consolidated financial statements present fairly, in all material respects, the financial position of Syntec Biofuel Inc. as of December 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.NOTES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.13

~~/s/~~SYNTEC BIOFUEL INC. ~~DMCL~~(A Development Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS

DALE MATHESON CARR-HILTON LABONTE LLP

						March 15,
						2000
						(Date of
	Year ended					Inception) to
	December 31,					December 31,
		2009		2008		2009
						(Unaudited)

Expenses
Consulting fees	$	33,600		$ 44,216	$	284,858
Depreciation		62,033		56,553		131,347
Development fees (Note 3)		83,587		343,715		518,538
Filing fees		8,393		11,133		50,671
Financing charges		189,084		85,011		284,719
Foreign exchange loss		26,112		60,947		87,059
Interest expense		89,292		46,604		169,361
Management fees (Note 5)		217,165		331,647		675,725
Marketing		2,767		13,968		55,881
Office and miscellaneous		10,178		38,908		76,122
Professional fees		56,712		176,273		345,742
Rent (Note 5)		21,017		22,514		49,113
Rights and licenses costs		-		-		25,015
Travel		19,060		76,200		123,699
Write-down of website		-		-		5,000

Loss from operations		(819,000)		(1,307,689)		(2,882,850)

Write-off of equipment (Note 4)		(14,237)		-		(14,237)
Loss on sale of equipment (Note 4)		(6,275)		-		(6,275)
Other income		-		5,949		8,910

Net loss	$	(839,512)	$	(1,301,740)	$	(2,894,452)

Basic and diluted loss per share	$	(0.02)	$	(0.04)
Weighted average shares outstanding – basic and diluted		33,700,225		33,097,807

Comprehensive loss
Net loss	$	(839,512)	$	(1,301,740)	$	(2,894,452)
Foreign currency translation adjustment		(119,507)		102,283		(15,165)

Total comprehensive loss	$	(959,019)	$	(1,199,457)	$	(2,909,617)

~~CHARTERED~~SEE ACCOMPANYING NOTE ~~ACCOUNTANTS~~

~~Vancouver, Canada~~14

~~February~~SYNTEC BIOFUEL INC. ~~20,~~(A ~~2009~~Development Stage Company) CONSOLIDATED STATEMENTS OF CASH FLOWS

- 12 -

						March 15,
						2000
		Year ended				(Inception) to
		December 31,				December 31,
		2009		2008		2009
						(Unaudited)

Cash flows from operating activities
Net loss	$	(839,512)	$	(1,301,740)	$	(2,894,452)
Non-cash items:
Depreciation		62,033		56,553		131,347
Financing charges		135,492		32,600		169,492
Accrued interest on notes payable		61,659		7,512		77,483
Foreign exchange on notes payable		33,981		-		33,981
Interest on capital lease obligation		2,940		1,637		4,577
Shares issued for consulting		9,600		-		9,600
Legal and organizational expenses		-		-		8,000
Rights and licenses costs		-		-		24,751
Share subscriptions receivable		-		-		575
Write-down of website		-		-		5,000
Write-off and loss on sale of equipment		20,512		-		20,512
Changes in operating assets and liabilities:
Receivables		(45)		(17,033)		(23,328)
Prepaids		-		31,092		-
Accounts payable and accrued liabilities		5,393		169,010		198,715
Amounts due to related parties		96,382		105,552		251,018

Net cash used in operating activities		(411,565)		(914,817)		(1,982,729)

Cash flows from investing activities
Investment in equipment		-		(29,422)		(33,667)
Proceeds on sale of equipment		2,636		-		2,636
Repayment of debt assumed		-		-		(350,000)
Rights and licenses		-		-		(1)
Website cost		-		-		(5,000)

Net cash provided by (used in) investing activities		2,636		(29,422)		(386,032)

Cash flows from financing activities
Common stock issued for cash		145,000		51,155		1,422,767
Proceeds from notes payable		121,996		49,480		326,102
Payments under capital lease obligation		(17,892)		(31,537)		(49,429)
Proceeds from related parties		288,141		264,773		694,714

Net cash provided by financing activities		537,245		333,871		2,394,154

Effect of exchange rates on cash		(119,507)		102,283		(15,165)

Change in cash		8,809		(508,085)		10,228

Cash, beginning		1,419		509,504		-

Cash, ending	$	10,228	$	1,419	$	10,228

~~SYNTEC~~Supplemental cash ~~BIOFUEL~~flow ~~INC.~~information (Note 8)

~~(A Development~~SEE ~~Stage~~ACCOMPANYING ~~Company)~~NOTES

~~CONSOLIDATED BALANCE SHEETS~~15

ASSETS	December 31,			December 31,
	2008			2007
Current Assets
Cash	$	1,419		$	509,504
Receivables		23,283			6,250
Prepaids		-			31,092
		24,702			546,846
Equipment (Note 4)		254,839			226,484
Intellectual property (Note 3)		5,100,000			5,100,000
Intangible assets (Note 3)		20,000			20,000
	$	5,399,541		$	5,893,330
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	193,324		$	24,314
Current portion of obligation under capital lease (Note 4)		16,411			-
Due to related parties (Note 5)		561,209			190,884
Notes payable (Note 6)		238,158			148,566
		1,009,102			363,764
Obligation under capital lease (Note 4)		9,175			-
		1,018,277			363,764
Commitments and Contingencies (Notes 1,3,4,5 and 6)
Subsequent events (Note 10)
Preferred stock:
Authorized: 20,000,000 with a par value of $0.0001
Issued and outstanding: None		-			-
Common stock:
Authorized: 100,000,000 with a par value of $0.0001
Issued and outstanding: 33,194,079 (December 31, 2007: 32,972,629) (Note 7)		3,319			3,297
Additional paid-in capital		6,328,543			6,277,410
Accumulated other comprehensive income		104,342			2,059
Deficit accumulated during the development stage		(2,054,940	)		(753,200	)
		4,381,264			5,529,566
	$	5,399,541		$	5,893,330

SYNTEC BIOFUEL INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

SEE ACCOMPANYING NOTES

										Deficit
								Accumulated		Accumulated
						Additional		Other		During the
		Common Stock				Paid-in		Comprehensive		Development
		Number		Amount		Capital		Income (Loss)		Stage		Total

Balance, March 15, 2000	$	-	$	-	$	-	$	-	$	-	$	-
Stock issued for legal and organizational expenses at a fair market value of $0.01 per share		1,600,000		160		7,840		-		-		8,000
Stock issued for acquisition of a license at a fair market value of $0.01 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 $0.025 per share		8,474,000		847		105,077		-		-		105,924
Net loss for the year		-		-		-		-		(20,074)		(20,074)


Balance, December 31, 2004		17,074,000		1,707		136,967		-		(61,710)		76,964
Stock issued as a private placement for at $0.025 per share		26,000		3		323		-		-		326
Stock issuance cost		-		-		(5,313)		-		-		(5,313)
Unrealized gain on translation		-		-		-		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 $1.00 per share		2,500		-		1,250		-		-		1,250
Unrealized gain on translation		-		-		-		(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)
Unrealized gain on translation		-		-		-		1,988		-		1,988
Discount on notes payable		-		-		15,770		-		-		15,770
Stock issued for assumption of assets at fair value of $0.4550 per share		11,000,000		1,100		5,003,900		-		-		5,005,000
Stock issued as a private placement at $0.231 per share		4,870,129		487		1,124,513		-		-		1,125,000
Net loss for the year		-		-		-		-		(449,395)		(449,395)


Balance, December 31, 2007		32,972,629		3,297		6,277,410		2,059		(753,200)		5,529,566
Unrealized gain on translation		-		-		-		102,283		-		102,283
Stock issued as part of private placement at $0.231 per share		221,450		22		51,133		-		-		51,155
Net loss for the year		-		-		-		-		(1,301,740)		(1,301,740)


Balance, December 31, 2008		33,194,079		3,319		6,328,543		104,342		(2,054,940)		4,381,264
Unrealized gain on translation		-		-		-		(119,507)		-		(119,507)
Stock issued for consulting services at $0.21 per share		10,000		1		2,099		-		-		2,100
Stock issued as part of private placement at $0.075 per share		1,933,333		193		144,807		-		-		145,000
Stock issued for consulting services at $0.075 per share		100,000		10		7,490		-		-		7,500
Discount on notes payable		-		-		18,338		-		-		18,338
Net loss for the year		-		-		-		-		(839,512)		(839,512)


Balance, December 31, 2009	$	35,237,412	$	3,523	$	6,501,277	$	(15,165)	$	(2,894,452)	$	3,595,183

-SEE ~~13 -~~ACCOMPANYING NOTES

~~SYNTEC BIOFUEL INC.~~16

SYNTEC BIOFUEL INC. (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2009

~~CONSOLIDATED STATEMENTS~~Note OF1 Nature and ~~OPERATIONS~~Continuance of Operations

March 15,
2000
(Date of
Year ended Inception) to
December 31, December 31,
2008 2007 2008
(unaudited)
Expenses
Consulting fees $ 44,216 $ 132,455 $ 251,258
Depreciation 56,553 12,338 69,314
Development fees (Note 3) 343,715 91,236 434,951
Filing fees 11,133 6,266 42,278
Financing charges 85,011 10,624 95,635
Foreign exchange Loss 60,947 - 60,947
Interest expense 46,604 26,618 80,069
Management fees (Note 5) 331,647 75,528 458,560
Marketing 13,968 13,398 53,114
Office and miscellaneous 38,908 10,081 65,944
Professional fees 176,273 39,791 289,030
Rent (Note 5) 22,514 5,582 28,096
Rights and licenses costs - - 25,015
Travel 76,200 28,439 104,639
Write-down of website - - 5,000
Loss from operations (1,307,689 ) (452,356 ) (2,063,850 )
Other income 5,949 2,961 8,910
Net loss $ (1,301,740 ) $ (449,395 ) $ (2,054,940 )
Basic and diluted loss per share $ (0.04 ) $ (0.02 )
Weighted average shares outstanding – basic and diluted 33,097,807 20,894,470
Comprehensive loss
Net loss $ (1,301,740 ) $ (449,395 ) $ (2,054,940 )
Foreign currency translation adjustment 102,283 1,988 104,342
Total comprehensive loss $ (1,199,457 ) $ (447,407 ) $ (1,950,598 )
Syntec Biofuel Inc. (the “Company”) was incorporated in the State of Washington on March 15, 2000 and is a development stage company. The Company is a renewable energy company focusing on the development and commercialization of second generation biofuel technology and processes to convert waste cellulosic biomass into ethanol and other alcohols.

~~SEE ACCOMPANYING~~The ~~NOTES~~accompanying consolidated financial statements have been prepared on the basis of a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. At December 31, 2009, the Company had not yet achieved profitable operations and has accumulated losses of $2,894,452 (2008 - $2,054,940) since its inception and has a working capital deficiency of $1,694,475 (2008 - $984,400). The continuing operations of the Company are dependent upon its ability to raise adequate financing to develop its catalyst technology for production.

-Realization ~~14 -~~values may be substantially different from the carrying values shown on these consolidated financial statements. These consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Since internally generated cash flow will not fund development and commercialization of the Company's technology, the Company will require significant additional financial resources and will be dependent on future financings to fund its ongoing operations as well as other working capital requirements. The Company's future capital requirements will depend on many factors including the rate and extent of progress in its development and commercialization program. There can be no assurance that the Company will be successful in its efforts to raise additional financing or if financing is available, that it will be on terms that are acceptable to the Company.

~~SYNTEC BIOFUEL~~Management ~~INC~~is addressing going concern remediation through raising additional sources of capital for operations and planned commercialization. Management's plans are intended to increase the Company's financial stability and to improve the efficiency of continuing operations. The Company intends to generate money from future production of ethanol, the sale and licensing of its intellectual property and raising funds from investors via equity. Management is aware that material uncertainties exist, related to current economic conditions, which could cast doubt about the entity's ability to continue to finance its activities. It is to be expected that the Company may incur further losses in the development of its business, all of which casts reasonable doubt about the Company's ability to continue as a going concern.

~~(A Development~~Note ~~Stage~~2 Summary of ~~Company)~~Significant Accounting Policies

~~CONSOLIDATED STATEMENTS~~a) Basis OFof ~~CASH FLOWS~~Presentation

March 15,
2000
Year ended (Inception) to
December 31, December 31,
2008 2007 2008
(unaudited)
Cash flows from operating activities
Net loss $ (1,301,740 ) $ (449,395 ) $ (2,054,940 )
Non-cash items:
Depreciation 56,553 12,338 69,314
Financing charges 32,600 1,400 34,000
Accrued interest on notes payable 7,512 8,312 15,824
Interest on capital lease obligation 1,637 - 1,637
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 (17,033 ) (6,250 ) (23,283 )
Prepaids 31,092 (31,092 ) -
Accounts payable and accrued liabilities 169,010 11,997 193,322
Amounts due to related parties 105,552 41,275 154,636
Net cash used in operating activities (914,817 ) (411,415 ) (1,571,164 )
Cash flows from investing activities
Investment in equipment (29,422 ) (1,425 ) (33,667 )
Repayment of debt assumed - (350,000 ) (350,000 )
Rights and licenses - - (1 )
Website cost - - (5,000 )
Net cash used in investing activities (29,422 ) (351,425 ) (388,668 )
Cash flows from financing activities
Common stock issued for cash 51,155 1,125,000 1,277,767
Proceeds from notes payable 49,480 130,000 204,106
Payments under capital lease obligation (31,537 ) - (31,537 )
Proceeds from related parties 264,773 - 406,573
Net cash provided by financing activities 333,871 1,255,000 1,856,909
Effect of exchange rates on cash 102,283 1,988 104,342
Net increase (decrease) in cash (508,085 ) 494,148 1,419
Cash, beginning 509,504 15,356 -
Cash, ending $ 1,419 $ 509,504 $ 1,419
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in U.S. dollars. The Company's fiscal year-end is December 31.

~~Supplemental cash flow information (Note 9)~~17

~~SEE ACCOMPANYING~~Note ~~NOTES~~2 Summary of Significant Accounting Policies (cont'd)

-b) Principles of ~~15 -~~Consolidation

~~SYNTEC BIOFUEL~~ ~~INC~~These consolidated financial statements include the accounts of the Company and its wholly-owned Canadian subsidiary, Syntec Biofuel Technologies Inc. which was incorporated under the laws of British Columbia, Canada on May 17, 2007. All significant inter-company balances and transactions have been eliminated upon consolidation.

~~(A Development Stage Company~~c) Use of Estimates

~~CONSOLIDATED STATEMENT~~ OFThe preparation ~~STOCKHOLDERS’~~of ~~EQUITY~~financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. The Company's actual results could vary materially from management's estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of impairment of intangibles and long lived assets, expected tax rates for future income tax recoveries and determining the fair values of financial instruments.

											Deficit
								Accumulated			Accumulated
					Additional			Other			During the
	Common Stock				Paid-in			Comprehensive			Development
	Number		Amount		Capital			Income (Loss)			Stage			Total
Balance, March 15, 2000		–	$	–	$	–		$	–		$	–		$	–
Stock issued for legal and organizational expenses at a fair market value of $0.01 per share		1,600,000		160		7,840			–			–			8,000
Stock issued for acquisition of a license at a fair market value of $0.01 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 $0.025 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 at $0.025 per share		26,000		2		323			–			–			325
Stock issuance cost		–		–		(5,313	)		–			–			(5,313	)
Unrealized gain on translation		–		–		–			610			–			610
Net loss for the year		–		–		–			–			(51,014	)		(51,014	)
Balance, December 31, 2005 (unaudited)		17,100,000		1,710		131,977			610			(112,724	)		21,573
Stock issued as a private placement at $1.00 per share		2,500		–		1,250			–			–			1,250
Unrealized gain on translation		–		–		–			(539	)		–			(539	)
Net loss for the year		–		–		–			–			(191,081	)		(109,081	)
Balance, December 31, 2006		17,102,500		1,710		133,227			71			(303,805	)		(168,797	)
Unrealized gain on translation		–		–		–			1,988			–			1,988
Discount on notes payable		–		–		15,770			-			–			15,770
Stock issued for assumption of assets at fair value of $0.4550 per share		11,000,000		1,100		5,003,900			–			–			5,005,000
Stock issued as a private placement at $0.231 per share		4,870,129		487		1,124,513			–			–			1,125,000
Net loss for the year		–		–		–			–			(449,395	)		(449,395	)
Balance, December 31, 2007		32,972,629		3,297		6,277,410			2,059			(753,200	)		5,529,566
Unrealized gain on translation		–		–		–			102,283			–			102,283
Stock issued as private placements at $0.231 per share		221,450		22		51,133			–			–			51,155
Net loss for the year		–		–		–			–			(1,301,740	)		(1,301,740	)
Balance, December 31, 2008		33,194,079	$	3,319	$	6,328,543		$	104,342		$	(2,054,940	)	$	4,381,264

d) Foreign Currency Translation

~~SEE ACCOMPANYING~~The ~~NOTES~~Company's functional currency is the Canadian dollar. The financial statements of the Company are translated to United States dollar equivalents. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollar equivalents at rates of exchange in effect at the balance sheet date. Average rates for the year are used to translate revenues and expenses.

- ~~16 -~~The cumulative translation adjustment is reported as a separate component of accumulated other comprehensive income, whereas gains and losses arising from foreign currency translations are included in results of operations.

~~SYNTEC BIOFUEL~~e) Equipment ~~INC.~~and Depreciation

~~(A Development~~Equipment ~~Stage~~is ~~Company)~~recorded at cost. Depreciation is provided using the following methods and annual rates:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Basis	Rate

Computer equipment	Straight-line and declining balance	30%
Office and laboratory equipment	Straight-line	20%
Equipment under capital lease	Straight-line	20%

~~December 31,~~f) Intangible ~~2008~~Assets

~~Note~~ 1Goodwill ~~Nature~~ and ~~Continuance~~intangible assets with indefinite lives are not amortized but are annually tested for impairment. The determination of ~~Operations~~any impairment includes a comparison of the estimated future operating cash flows anticipated during the remaining life for the net carrying value of the asset as well as a comparison of the fair value to the book value of the Company or the reporting unit to which the goodwill can be attributed.

Syntec Biofuel Inc. (the “Company”) was incorporated in the State of Washington on March 15, 2000. The Company is a development stage company as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7, “Development Stage Enterprises.”18

~~The Company,~~Note on2 Summary of ~~April~~Significant 7,Accounting ~~2006,~~Policies ~~entered into a purchase and assignment agreement~~ (~~the “Purchase Agreement”~~cont'd) 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”~~g) Long Lived with Montilla Capital Inc. (“Montilla”), a private company that acquired the assets of Syntec Canada, to acquire co-ownership of certain intellectual property, in order to continue the original business plan. The agreement was subsequently amended and the Company acquired 100% ownership interest in the intellectual property. The intellectual property relates to the development of a method of producing catalysts and processes that convert biomass waste material into ethanol (see Note 3).Assets

~~These financial~~The ~~statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the~~ Company ~~will~~reviews equipment beand ~~able~~intangible toassets ~~meet~~for ~~its~~impairment. ~~obligations~~Long-lived assets ~~and~~are ~~continue~~reviewed ~~its operations~~ for ~~its next~~impairment ~~fiscal~~whenever ~~year.~~events ~~Realization~~or ~~values~~changes ~~may~~in becircumstances indicate ~~substantially~~that ~~different~~the ~~from~~ carrying ~~values~~amount asof ~~shown~~the ~~and~~assets ~~these~~might ~~financial statements do~~ not ~~give effect to adjustments that would~~ be ~~necessary~~recoverable toat the end ~~carrying values and classification~~ of ~~assets~~ ~~and~~each ~~liabilities~~reporting ~~should~~period. ~~the~~Conditions ~~Company~~that bewould ~~unable~~necessitate toan ~~continue~~impairment assessment asinclude a ~~going concern. At~~significant decline ~~December~~in ~~31, 2008,~~ the ~~Company~~observable ~~had~~market ~~not~~value ~~yet achieved profitable operations and has accumulated losses~~ of $2an asset,~~054,940~~ ~~since its inception and has~~ a ~~working~~significant ~~capital~~change ~~deficiency~~in ofthe extent ~~$984,400. The continuing operations~~ of ~~the~~manner ~~Company~~in ~~are~~which ~~dependent~~an ~~upon~~asset ~~its~~is ~~ability~~used, toor ~~raise~~a ~~adequate financing~~significant toadverse ~~develop~~change that ~~its~~would ~~catalyst~~indicate ~~technology~~that ~~for~~the ~~production.~~carrying ~~The~~amount ~~Company intends to generate money from future production~~ of ~~ethanol,~~an ~~the~~asset ~~sale~~or ~~and~~group ~~licensing~~ of ~~its~~ ~~intellectual~~assets ~~property~~is not ~~and raising funds from investors via equity~~recoverable. ~~Management~~ isFor ~~aware~~long-lived ~~that~~assets ~~material uncertainties exist, related~~ to ~~current economic conditions, which could cast doubt about the entity’s ability to continue to finance its activities. It is to~~ be ~~expected~~held ~~that~~and ~~the Company may incur further losses in the development of its business~~used, ~~all~~management ofmeasures fair ~~which~~value ~~casts reasonable~~based ~~doubt~~on ~~about~~quoted ~~the~~market ~~Company’s~~prices ~~ability~~or tobased ~~continue~~on asdiscounted aestimates ~~going~~of future ~~concern~~cash ~~(see Note 10)~~flows.

-h) Other ~~17 -~~Comprehensive Income

~~SYNTEC BIOFUEL~~The ~~INC~~Company reports and displays comprehensive income and its components in the financial statements. During the years ended December 31, 2009 and 2008, the only component of comprehensive income was foreign currency translation adjustments.

~~(A Development Stage Company~~i) Government Grants

~~NOTES~~Income-related ~~TO CONSOLIDATED~~government grants ~~FINANCIAL~~are ~~STATEMENTS~~subsidies of research and development expenses. Income-related grants are credited to development expenses when it becomes probable that expenditures already incurred will constitute qualifying expenditures for purposes of reimbursement under the grants, which is typically substantially concurrent with the expenditures.

~~December 31, 2008~~j) Income Taxes

~~Note~~The Company 2follows ~~Summary~~the asset and liability method of ~~Significant~~accounting ~~Accounting~~for ~~Policies~~income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Company accounts for uncertainty in income taxes by prescribing the recognition threshold that a) ~~Basis~~tax position is required to meet before any part of ~~Presentation~~the benefit of that position may be recognized in the financial statements.

~~The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”~~k) Basic and ~~are~~Diluted ~~expressed~~Loss inPer ~~U.S. dollars. The Company’s fiscal year-end is December 31.~~Share

b)Basic ~~Principles~~loss per share is computed using the weighted average number of ~~Consolidation~~common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the “if converted” method. For the years presented, diluted loss per share is equal to basic loss per share as the effect of the computations is anti-dilutive.

These consolidated financial statements include the accounts of Syntec Biofuel Inc. and its wholly-owned Canadian subsidiary Syntec Biofuel Technologies Inc. which was incorporated under the laws of British Columbia, Canada on May 17, 2007. All significant inter-company balances and transactions have been eliminated upon consolidation.19

c)Note ~~Use~~2 Summary of ~~Estimates~~Significant Accounting Policies (cont'd)

The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. The Company’s actual results could vary materially from management’s estimates and assumptions. Significant areas requiring the use of management estimates relate to the determination of impairment of intangibles and long lived assets, expected tax rates for future income tax recoveries and determining the fair values of financial instruments.l) Financial Instruments

d)The carrying ~~Cash~~value of the Company's financial instruments, consisting of cash, receivables, accounts payable, obligations under capital lease, due to related parties and ~~Cash~~notes ~~Equivalents~~payable approximates their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

~~Cash~~m) Concentration ~~and cash equivalents include cash and short-term investments with original maturities~~ of ~~less~~Credit ~~than three months and are presented at cost, which approximates market value.~~Risk

e)Financial ~~Equipment~~instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and ~~Depreciation~~accounts receivable. The Company places its cash with high quality financial institutions and at times may exceed the federally insured limits. The Company has not experienced a loss in such accounts nor does it expect any related losses in the near term.

~~Equipment is~~n) Stock-based ~~recorded at cost. Depreciation is provided using the following methods and annual rates:~~Compensation

Basis Rate
Computer equipments Straight-line and declining balance 20% to 30%
Office and laboratory equipments Straight-line 20%
Equipment under capital lease Straight-line 20%
The Company recognizes the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, in the financial statements based on the grant-date fair value of the award. As at December 31, 2009 and 2008, the Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

fo) Recent Accounting ~~Intangible Assets~~Pronouncements

~~The Company~~ ~~has~~In ~~adopted~~May 2009, the ~~provisions~~Financial ofAccounting Standards ~~SFAS~~Board ~~No.~~(“FASB”) ~~142,~~issued ~~“Goodwill~~guidance ~~and~~that ~~Intangible Assets”. Under~~establishes ~~SFAS~~general ~~No.~~standards ~~142,~~of accounting ~~goodwill~~for and ~~intangible~~disclosure ~~assets~~of ~~with indefinite~~events ~~lives~~that ~~are~~occur ~~not~~subsequent ~~amortized~~to the balance sheet date but ~~are~~before ~~annually~~financial ~~tested~~statements ~~for~~are ~~impairment~~issued. The ~~determination~~ statement defines two types of ~~any~~subsequent ~~impairment~~events ~~includes~~(1) arecognized ~~comparison~~subsequent ofevents, ~~the~~which ~~estimated~~provide additional ~~future operating~~evidence ~~cash~~about ~~flows~~conditions ~~anticipated~~that ~~during~~existed at the ~~remaining~~balance ~~life~~sheet ~~for~~date, and ~~the~~(2) ~~net~~non-recognized ~~carrying value~~subsequent ofevents, ~~the~~which ~~asset~~provide asevidence ~~well~~about conditions asthat adid ~~comparison~~not ofexist at the ~~fair~~balance ~~value~~sheet todate, ~~the~~but ~~book~~arose ~~value of~~before the financial ~~Company~~statements orwere ~~the~~issued. ~~reporting~~Recognized ~~unit~~subsequent events are required to be ~~which~~recognized in the ~~goodwill~~financial ~~can~~statements, and non-recognized subsequent events are required to be ~~attributed~~ disclosed. The adoption had no material impact on the Company's financial position, results of operations or cash flows.

-In ~~18 -~~June 2009, the FASB issued the Accounting Standards Codification, which establishes a sole source of US authoritative GAAP. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing US GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The adoption of this guidance did not have an effect on the Company's consolidated results of operations, financial position or cash flows.

~~SYNTEC BIOFUEL~~Other ~~INC~~pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the consolidated financial statements of the Company.

~~(A Development Stage Company)~~20

~~NOTES~~Note ~~TO CONSOLIDATED~~3 Intellectual Property ~~FINANCIAL~~and ~~STATEMENTS~~Intangible Assets

Pursuant to a purchase and assignment agreement and an asset purchase agreement (the “Asset Purchase Agreement”) entered into during the year ended December 31, 2007, the Company acquired a 100% ownership interest in certain intellectual property and intangible assets. The intellectual property in the amount of $5,100,000 relates to the development and a method of producing catalysts and processes that convert biomass waste material into ethanol and the intangible assets in the amount of $20,000 relate to a website. At December 31, 2009 and 2008, management has tested the intellectual property and intangibles for recoverability and no events or changes in circumstances indicated that the carrying values may not be recoverable. Therefore, there is no impairment of these assets at December 31, 2009 and 2008.

~~Note~~Concurrent with 2the ~~Summary~~Asset ofPurchase ~~Significant~~Agreement, ~~Accounting~~the ~~Policies~~Company entered into a development service agreement (~~cont’d~~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.

gThe Service Agreement was for an initial term of two years commencing November 1, 2007 and was terminated on September 30, 2009. During the year ended December 31, 2009, the Company paid or accrued development fees to Syntec Biofuel Research for $72,751 (2008 - $343,715). ~~Long~~The balance ~~Lived~~has ~~Assets~~been expensed in the consolidated statements of operations as development fees.

~~Long-lived assets~~On September ~~are~~25, ~~reviewed~~2009, and ~~for~~as ~~impairment~~amended ~~whenever~~on ~~events~~October or9, 2009, ~~changes in circumstances indicate that~~ the ~~carrying~~Company ~~amount~~entered ofinto ~~the assets might not be recoverable at the end of each reporting period. Conditions that would necessitate an impairment assessment include~~ a ~~significant~~Collaborate ~~decline~~Research in Agreement (the ~~observable~~“Research ~~market~~Agreement”) ~~value~~with ~~of an asset, a significant change in~~ the ~~extent~~ University of ~~manner~~British inColumbia (“UBC”) ~~which~~whereby anUBC ~~asset~~will isperform ~~used, or~~research aand ~~significant~~testing ~~adverse~~of ~~change that would indicate that~~ the ~~carrying amount of an asset or group of assets is not recoverable~~Company's catalyst. ~~For~~Pursuant ~~long-lived assets~~ to bethe ~~held and~~Research ~~used~~Agreement, ~~management~~the ~~measures~~Company ~~fair~~will ~~value~~pay ~~based~~UBC onthe following ~~quoted~~consideration, ~~market~~which ~~prices~~is orexpensed ~~based on~~as ~~discounted~~development ~~estimates of future cash flows.~~fees:

h$10,836 (CDN $10,375) ~~Foreign~~upon ~~Currency~~execution ~~Translation~~of the Research Agreement (paid);

~~The Company's~~CDN ~~functional~~$14,000 ~~currency~~on isJanuary 15, ~~the~~2010. ~~Canadian~~Subsequent ~~dollar.~~to ~~The~~December ~~financial~~31, ~~statements of~~2009, the Company ~~are~~is ~~translated to United States dollar equivalents~~ in ~~accordance~~ negotiations with ~~SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated~~ UBC in ~~foreign~~settlement ~~currencies are translated into United States dollar equivalents at rates~~ of ~~exchange~~this ~~in effect at the balance sheet date. Average rates for the year are used to translate revenues and expenses.~~payment;

~~The cumulative~~CDN ~~translation~~$14,000 ~~adjustment~~on isreceipt ~~reported as a separate component~~ of ~~accumulated~~ ~~other~~progress ~~comprehensive~~report ~~income,~~for ~~whereas~~year ~~gains and losses arising from foreign currency translations are included in results of operations.~~1;

i)CDN ~~Other~~$10,375 ~~Comprehensive~~on ~~Income~~October 15, 2010;

~~SFAS~~CDN ~~No. 130 “Reporting Comprehensive Income~~$14,”000 ~~establishes~~on ~~standards for the reporting and display of comprehensive income and its components in the financial statements. During the years ended December 31~~January 15, ~~2008~~2011; and ~~2007, the only component of comprehensive income was foreign currency translation adjustments.~~

j)CDN ~~Government~~$14,000 ~~Grants~~on receipt of final report.

~~Income-related government~~The Company ~~grants~~is ~~are~~also ~~subsidies~~obligated ofto ~~research~~donate ~~and~~laboratory ~~development~~equipment, ~~expenses. Income-related~~currently ~~grants~~owned ~~are~~by the ~~credited~~Company, towith ~~development~~an ~~expenses~~approximate ~~when~~value itof ~~becomes probable~~CDN $150,000 ~~that~~to ~~expenditures~~UBC. ~~already~~Ownership ~~incurred~~of ~~will~~the ~~constitute~~laboratory ~~qualifying expenditures~~equipment ~~for~~will ~~purposes~~transfer ofin ~~reimbursement~~August 2010, ~~under~~if the ~~grants,~~Research ~~which~~Agreement is ~~typically substantially~~not ~~concurrent~~terminated. ~~with~~The ~~the~~Research ~~expenditures~~Agreement can be terminated upon 30 days written notice.

~~k) Income Taxes~~21

~~The Company~~Note uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109 "Accounting for Income Taxes". Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.4 Equipment

- 19 -

		Cost		Accumulated Depreciation		Sales and write-offs		December 31, 2009 Net Book Value		December 31, 2008 Net Book Value
Computer equipment	$	6,907	$	3,356	$	(3,551)	$	-	$	4,439
Office equipment		15,416		5,875		(9,541)		-		11,597
Laboratory equipment		245,395		98,973		(10,056)		136,366		194,414
Equipment under capital lease		55,486		22,194		-		33,292		44,389

	$	323,204	$	130,398	$	( 23,148)	$	169,658	$	254,839

~~SYNTEC BIOFUEL~~During the ~~INC~~year, the Company wrote-off computer, office and lab equipment in the amount of $14,237 and sold lab equipment with a net book value of $8,911 for proceeds of $2,636.

~~(A Development~~ ~~Stage~~The Company leases laboratory equipment under capital lease that expires in fiscal 2010. At December 31, 2009, the Company has recorded the obligation under capital lease of $10,634 (2008 - $16,411) as the current portion and $Nil (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:

~~NOTES~~Fiscal ~~TO CONSOLIDATED~~Year ~~FINANCIAL~~Ending ~~STATEMENTS~~December 31, 2010

December 31, 2008

Lease payment	$	11,107
Amount representing interest		(473)
Total obligation under capital lease	$	10,634

Note 25 Related ~~Summary~~Party ~~of Significant Accounting Policies (cont’d)~~Transactions

k)During ~~Income~~the ~~Taxes~~year ended December 31, 2009, the Company incurred management fees of $217,165 (~~cont’d~~2008 - $331,647) which were charged by directors and officers and a company controlled by a director and officer of the Company.

~~In July 2006,~~During the year ~~FASB~~ended ~~issued~~December ~~Interpretation No. 48~~31, 2009, ~~“Accounting~~the ~~for Uncertainty~~Company inincurred ~~Income~~rental ~~Taxes,~~expense ~~an interpretation~~ of ~~FASB~~$21,017 ~~Statement No. 109”~~ (~~“FIN 48”).~~2008 ~~Fin 48 became effective January 1~~- $22,514) ~~2007~~which ~~for~~was ~~the~~charged ~~Company.~~by ~~FIN~~a ~~48 clarifies~~company ~~the~~controlled ~~accounting for uncertainty in income taxes~~ by ~~prescribing the recognition threshold that~~ a ~~tax~~director ~~position~~and isofficer ~~required to meet before any part~~ of the ~~benefit of that position may be recognized in the financial statements~~Company. It also provides guidance on the measurement of the income tax benefit associated with uncertain tax positions, derecognition, classifications, interest and penalties, accounting in interim periods and disclosure. Additionally, in May 2007, the FASB published FASB Staff Position

~~No.~~These ~~FIN 48-1,~~transactions ~~“Definition~~were ~~of Settlement~~ in the ~~FASB~~normal ~~Interpretation~~course ~~No. 48” (“FSP~~of ~~FIN~~operations ~~48-1”). FSP FIN 48-1 is an amendment to FIN 48~~ and itwere ~~clarifies~~measured ~~how~~at ~~an enterprise should determine whether a tax position is effectively settled for~~ the ~~purpose~~exchange ~~of recognizing~~amount, ~~previously unrecognized tax benefits. FSP FIN 48-1~~ which was ~~effective upon~~ the ~~initial~~amount ~~adoption~~ of ~~FIN~~consideration ~~48,~~established and ~~therefore~~agreed ~~was~~to ~~effective~~by ~~January 1, 2007. The adoption of FIN 48 and FSP FIN 48-1 has no material effect on~~ the ~~Company’s~~ ~~financial position, statements of operations, or cash flows at this time~~related parties.

lAs at December 31, 2009, an amount of $175,500 (2008 – $79,118) ~~Basic~~is owing to directors and ~~Diluted~~officers ~~Loss~~of ~~Per~~the ~~Share~~Company. This amount is unsecured, non-interest bearing and has no set terms of repayment.

~~The Company~~ reports basic loss per share in accordance with SFAS No. 128, “Earnings per Share”. Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The ~~dilutive effect~~Company ofalso ~~options~~has ~~and warrants and their equivalent is computed by application of~~ the following ~~treasury~~notes ~~stock~~payable ~~method and the effect of convertible securities by the “if converted” method. For the years presented, diluted loss per share is equal~~ to ~~basic~~related ~~loss per share as the effect of the computations is anti-dilutive.~~parties:

ma) ~~Financial~~During ~~Instruments~~the year ended December 31, 2008 the Company had received $246,300 (CDN $300,000) from CAJ Business Solutions Ltd. (“CAJ”), (formerly Impulse Advertising Ltd.), a company controlled by the spouse of a director and officer of the Company.

The carrying value of the Company’s financial instruments, consisting of cash, receivables, accounts payable, obligations under capital lease, due to related parties and notes payable approximates their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.22

AsNote 5 Related ~~of January~~Party 1,Transactions ~~2008,~~(cont'd) the Company adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reporting in earnings. SFAS No. 159 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

~~- 20 -~~a) cont'd

~~SYNTEC BIOFUEL~~The ~~INC~~loan bears interest at 10% per annum and is secured by a 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 and accrued interest is payable by the Company on June 30, 2010, with extension fees of 10% of the capital debt.

~~(A Development~~In ~~Stage~~fiscal 2008, in consideration for extending the loan, CAJ received one fully paid, worldwide, single use, royalty free, non-exclusive license for use of the Company)'s intellectual property. The fair value of the license is undeterminable.

~~NOTES~~Included in ~~TO CONSOLIDATED~~the ~~FINANCIAL~~due ~~STATEMENTS~~to related parties balance at December 31, 2008 is the principal amount of $246,300 (CDN $300,000) and accrued interest of $13,158.

During the year ended December 31, 2009, ~~2008~~the Company was charged an additional $27,382 in interest and $52,542 in financing fees. The Company also repaid $44,402 (CDN $53,472) of the principal balance in addition to $93,082 in accrued interest and financing fees. The Company recorded a foreign exchange loss of $32,673 on the CAJ loan at December 31, 2009.

~~Note~~ 2Included in ~~Summary~~the ofdue ~~Significant~~to ~~Accounting~~related ~~Policies~~parties balance at December 31, 2009 is the principal amount of $234,571 (~~cont’d~~CDN - $246,528) and accrued interest of $3,456.

nb) ~~Stock-based~~During ~~Compensation~~the year ended December 31, 2009, the Company received loans from TargetBar Marketing Inc. (“TargetBar”), a company controlled by a director and officer of the Company, in the amount of $166,512 (CDN $175,000) comprised of:

~~The Company~~$95,150 ~~has adopted SFAS No. 123~~(R)CDN $100,000) ~~“Share-Based~~received ~~Payment,” which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial statements based~~ on ~~the grant-date fair value of the award. As at December 31~~March 13, ~~2008~~2009; ~~and 2007, the Company has not adopted a stock option plan and has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.~~

o$47,574 (CDN $50,000) ~~Recent~~received ~~Accounting~~on ~~Pronouncements~~April 14, 2009; and

~~In April 2008~~$23,788 ~~the Financial Accounting Standards Board~~ (~~“FASB”) issued Staff Position No. 142-3~~CDN $25, ~~“Determination of the Useful Life of Intangible Assets” (“FSP No. 142-3”~~000). ~~FSP No. 142-3~~received amends the factors to be considered in assumptions used to determine the useful lives of recognized intangible assets recognized under SFAS No. 142. The new guidance applies to intangible assets with contractual lives that are acquired individually or with a group of assets as well as those assets acquired in a business combination. The new guidance is effective for fiscal years beginning after December 15, 2008 and interim periods. The Company will adopt the statement on ~~January 1~~June 19, 2009 ~~which is the beginning of its 2009 fiscal year~~. ~~Management is in the process of evaluating the impact FSP No. 142-3 will have on the Company’s consolidated financial statements.~~

InThese ~~May 2008,~~loans ~~the~~are ~~FASB~~unsecured ~~issued~~and ~~SFAS~~bear ~~No.~~interests ~~162,~~ranging from ~~“The~~8% ~~Hierarchy~~to of10% ~~Generally~~per ~~Accepted Accounting Principles”~~annum. ~~SFAS~~ ~~No.~~Repayment ~~162~~of ~~sets forth~~ the ~~level~~principal ofand ~~authority~~accrued ~~to a~~interest ~~given~~is payable ~~accounting pronouncement or document~~ by ~~category. Where there might be conflicting guidance between two categories,~~ the ~~more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the Public~~ Company ~~Accounting Oversight Board’s (“PCAOB”) amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect~~ on ~~the~~ ~~Company’s financial position~~June 30, ~~statements of operations~~2010, orwith ~~cash~~extension ~~flows~~fees ~~at this~~of ~~time.~~10% ~~Management is in the process~~ of ~~evaluating~~ the ~~impact~~capital ~~SFAS No~~debt. ~~162 will have on the Company’s consolidated financial statements.~~

InTargetBar ~~May 2008,~~has the ~~FASB~~option ~~issued~~to ~~SFAS~~convert ~~No.~~the ~~163~~$95,150 ~~“Accounting~~note payable, ~~for~~pursuant ~~Financial~~to ~~Guarantee Insurance~~a ~~Contracts-and~~Convertible ~~interpretation~~Promissory ofNote ~~FASB~~(the ~~Statement~~“Convertible ~~No. 60~~Note”~~. SFAS~~), ~~No. 163~~at any ~~clarifies~~time ~~how~~during ~~Statement 60 applies to financial guarantee insurance contracts, including~~ the ~~recognition~~initial ~~and~~term ~~measurement~~ of ~~premium~~the ~~revenue~~Convertible ~~and claims~~Note ~~liabilities.~~which ~~This~~was ~~statement~~due ~~also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning~~ on orAugust ~~after December 15~~31, ~~2008~~2009, ~~and~~into common ~~interim~~shares ~~periods~~of ~~within~~the ~~those years.~~Company ~~SFAS~~at No$0.25 ~~163~~per ~~has~~share. noThe ~~effect~~Company onrecognized the intrinsic ~~Company’s~~value ~~financial position, statements~~ of ~~operations,~~the orembedded ~~cash~~beneficial ~~flows~~conversion atfeature ~~this~~of ~~time.~~$15,718 ~~Management~~as additional is paid-in ~~the process~~capital ofand ~~evaluating~~an ~~the~~equivalent ~~impact~~discount ~~SFAS~~which ~~No.~~was ~~163~~expensed ~~will~~to finance ~~have~~charges onduring the ~~Company’s consolidated~~current ~~financial statements~~year.

-The ~~21 -~~Company paid finance fees to TargetBar of 10% of the principal balance owing for the above extension fees.

~~SYNTEC BIOFUEL INC.~~23

~~(A Development~~Note 5 Related ~~Stage~~Party ~~Company~~Transactions (cont'd)

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~b) cont'd

Included in the due to related parties balance at December 31, ~~2008~~2009 is the principal amount of $166,512 (CDN $175,000) and accrued interest and finance charges of $28,963.

~~Note~~c) 3As ~~Acquisition~~of December 31, 2009, the Company had received loans from Iris International Holdings Limited (“Iris”), a significant shareholder of ~~assets~~the Company, in the amount of $341,500 (2008 - $141,500) comprised of:

~~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~~56,500 ~~for~~received ~~total~~on ~~consideration~~July ~~of $5~~26,~~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.~~2006;

~~This sale was subject to the Company raising a minimum of~~ $~~500~~85,000 byreceived ~~December~~on 31September 28, ~~2007 which~~2006; ~~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
$100,000 received on January 7, 2009; and

~~Subsequently~~$100, ~~the~~000 ~~Asset~~received ~~Purchase~~on ~~Agreement~~January ~~with~~20, ~~Montilla was amended to grant the Company 100% ownership of the intellectual property~~2009.

~~Concurrent with~~These ~~the~~loans ~~Asset~~are ~~Purchase~~unsecured ~~Agreement,~~and ~~the~~bear ~~Company~~interests ~~entered~~ranging from ~~into~~5% ato ~~development service~~10% ~~agreement~~per ~~(the “Service Agreement”) on November 1, 2007 with Syntec Biofuel Research Inc~~annum. ~~(“Syntec~~Repayment ~~Biofuel~~of ~~Research”), a company located in British Columbia, Canada. Syntec Biofuel Research will provide certain services related to~~ the ~~ongoing~~principal ~~research~~ and ~~development~~accrued ofinterest ~~the~~is payable ~~catalysts~~by ~~acquired under~~ the ~~Asset~~ ~~Purchase Agreement. In exchange, the~~ Company ~~will pay Syntec Biofuel Research~~ on aJune 30, ~~cost plus 5% basis. Syntec Biofuel Research will also apply for a Scientific Research and Experimental Development Credit~~2010, ~~which~~with isextension afees ~~refundable tax~~of ~~credit~~10% ~~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,~~capital ~~less a 10% fee~~debt.

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 year ended December 31, ~~2008~~2009, ~~the~~in ~~Company~~consideration ~~paid~~for extending orthe ~~accrued~~loans, ~~development~~Iris ~~fees~~received toone ~~Syntec Biofuel~~fully ~~Research for $395~~paid,~~783~~ ~~(December 31~~worldwide, ~~2007~~single ~~- $91~~use,~~236)~~ royalty ~~of which $115~~free,~~501 (2007~~ –non-exclusive ~~$NIL)~~license ~~has~~for ~~been~~use ~~refunded~~of to the Company,'s ~~as per the development tax credits received~~intellectual property. ~~These~~The ~~balances~~fair ~~have~~value ~~been~~of ~~allocated to~~ the ~~statements~~license ~~of operations~~is ~~under development fees~~undeterminable.

Included in the due to related parties balance at December 31, 2009 is the principal amount of $341,500 (2008 - 22 $141,500) and accrued interest and extension fees of $156,574 (2008 - $60,322).

~~SYNTEC BIOFUEL~~d) During the ~~INC~~year ended December 31, 2008, the Company received a loan of $18,473 from Pelican Financial Corp., a company controlled by a director and officer of the Company.

~~(A Development~~The ~~Stage~~promissory note is unsecured and bears interest at 10% per annum. Repayment of the principal and accrued interest was payable by the Company) on April 30, 2009, with extension fees of 10% of the capital debt.

~~NOTES~~Included ~~TO CONSOLIDATED~~in ~~FINANCIAL~~the ~~STATEMENTS~~due to related parties balance at December 31, 2008 was the principal amount of $18,473 and accrued interest and loan fees of $2,338. During the year ended December 31, 2009, the Company repaid the principal, accrued interest and loan fees of $20,811.

~~December 31,~~Note ~~2008~~6 Notes Payable

~~Note~~a) 4As ~~Equipment~~of December 31, 2009, the Company had received loans from Montilla Capital Inc.(“Montilla”), totaling $165,561 (CDN $174,000) (2008 - $44,334) comprised of:

Cost Accumulated Depreciation December 31, 2008 Net Book Value December 31, 2007 Net Book Value
Computer equipment $ 6,907 $ 2,468 $ 4,439 $ 3,234
Office equipment 15,416 3,819 11,597 14,250
Laboratory equipment 245,395 50,981 194,414 209,000
Equipment under capital lease 55,486 11,097 44,389 -
$ 323,204 $ 68,365 $ 254,839 $ 226,484
$51,381 (CDN $54,000) received on May 21, 2008;

~~The Company leases laboratory equipment under capital lease that expires in fiscal 2010. At December 31, 2008, the Company has recorded the obligation under capital lease of~~ $1657,~~411~~090 (~~December 31, 2007 -~~ CDN $~~NIL~~60,000) asreceived ~~the~~on ~~current~~July 29, ~~portion~~2009; and ~~$9,175~~ ~~(December 31, 2007 - $NIL) as the long-term portion. Minimum lease payments under this agreement in future fiscal years are as follows:~~

Fiscal Year Ending December 31, Lease Payments
2009 $ 19,167
2010 9,583
Total minimum lease payments $ 28,750
Amount representing interest ( 3,164 )
Total obligation under capital lease $ 25,586
$57,090 (CDN $60,000) received on November 25, 2009.

~~Note 5 Related Party Transactions~~24

~~During~~Note 6 Notes ~~the~~Payable ~~year ended December 31, 2008, the Company incurred management fees of $331,647~~ (~~December 31, 2007 - $75,528~~cont'd) ~~which were charged by a company controlled by a director and officer of the Company and the directors of the Company.~~

~~During the year ended December 31, 2008, the Company incurred rental expense of $22,514 (December 31, 2007 - $5,582) which was charged by company controlled by~~ a ~~director and officer of the Company.~~) cont'd

AsThese ~~at December~~loans ~~31,~~are ~~2008,~~unsecured anand ~~amount~~bear ofinterests ~~$79,118~~ranging from ~~(December~~5% ~~31,~~to ~~2007~~10% –per ~~$24,438)~~annum. isRepayment ~~owing to~~of ~~directors~~the principal and ~~officers~~accrued ofinterest is payable by the Company. ~~This~~on ~~amount~~June 30, ~~is unsecured~~2010, ~~non-interest bearing~~with ~~and~~extension ~~has~~fees noof ~~set~~10% ~~terms~~ of ~~repayment~~the capital debt.

OnDuring ~~June 11, 2008,~~ the ~~Company~~year ~~received~~ended aDecember ~~loan~~31, ~~of $29~~2009,~~283~~ ~~from~~in ~~the~~consideration ~~spouse~~for ofextending the adue ~~director and~~date ~~officer~~ of the ~~Company.~~$51,381 ~~The~~loan, ~~promissory~~Montilla ~~note~~received isone ~~unsecured~~fully ~~and~~paid, ~~bears~~worldwide, single ~~interest at~~use, ~~10%~~non-exclusive ~~per~~license ~~annum.~~for ~~Under~~use ~~the terms~~ of the ~~agreement,~~Company's ~~the~~intellectual property ~~Company~~which ~~incurred~~is ~~$131~~subject ~~in interest.~~to ~~The~~a ~~total~~royalty ~~balance~~fee of ~~the~~1.5% ~~loan~~of ~~and~~sales. ~~accrued~~The ~~interest~~fair ~~was~~value ~~repaid~~of the onlicense ~~June 27,~~is ~~2008~~undeterminable.

OnManagement ~~June 20,~~has ~~2008,~~recognized that the ~~Company~~interest ~~received~~rate ~~$246,300~~on ~~from~~the ~~CAJ~~notes ~~Business~~payable to ~~Solutions~~Montilla ~~Ltd. (“CAJ”),~~are ~~(formerly~~below ~~Impulse~~fair ~~Advertising~~market ~~Ltd.)~~value, and has recorded a ~~company~~discount ~~controlled~~on bythe funds received from Montilla during the ~~spouse~~ year ended December 31, 2009 of a$2,620. ~~director~~This value was recorded as additional paid-in capital and ~~officer~~is ofbeing ~~the~~deferred ~~Company.~~and amortized ~~Under~~over the ~~terms~~term of the ~~loan~~notes. ~~agreement,~~ During the ~~Company~~year ~~paid~~ended ~~$24~~December 31,~~630~~ in2009, ~~finance~~the carrying ~~fees;~~value ~~this~~of ~~fee~~the ~~was~~notes ~~paid~~payable ~~during~~has ~~the~~been ~~year ended~~accreted ~~December~~to 31its face value and $2,620 ~~2008.~~was ~~The~~expensed ~~loan~~as ~~bears~~finance ~~interest~~charges.

-Included 23 in the notes payable balance at December 31, 2009 is the principal amount of $165,561 (2008 – 44,334) and accrued interest and financing fees of $21,264 (2008 - $7,166).

~~SYNTEC BIOFUEL~~b) As ~~INC.~~of December 31, 2009, the Company had received loans totaling $144,000 (2008 - $144,000) from Hokley Limited (“Hokley”) comprised of:

~~(A Development~~$4,000 ~~Stage~~received ~~Company)~~on August 4, 2004;

~~NOTES~~$5,000 ~~TO CONSOLIDATED~~received ~~FINANCIAL~~on ~~STATEMENTS~~September 24, 2004;

$5,000 received on December 31 23, ~~2008~~2004;

~~Note~~$40,000 5received ~~Related~~on ~~Party~~February ~~Transactions~~26, ~~(cont’d)~~2007;

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 April $30,000 ~~2009.~~received ~~In the event that the Company requests an additional extension~~ on ~~the~~May ~~loan~~28, CAJ will receive one fully paid, worldwide, single use, royalty free, non-exclusive license for use of the Company’s intellectual property as compensation. Included in the due to related parties balance at December 31, 2008 is accrued interest of $13,158 (December 31, 2007 ~~- $NIL).~~;

~~On September 26~~$30,000 ~~2008, the Company~~ received aon ~~loan~~July ~~of $~~18,~~473~~ ~~from Pelican Financial Corp.~~2007, ~~a company controlled by a director~~ and officer of the Company. The promissory note is unsecured, bears interest at 10% per annum and was charged an initial loan fee of 10% of the capital debt. Repayment of the principal, accrued interest and loan fee is payable by the Company on December 31, 2008. The loan has been extended until April 30, 2009. Included in the due to related parties balance at December 31, 2008 is accrued interest and loan fees of $2,338 (December 31, 2007 - $NIL).

~~The Company had received loans from Iris International Holdings Limited (“Iris”), a significant shareholder of the Company, in the amount of~~ $~~141~~30,~~500 comprised of $56,500 received on July 26, 2006 and $85,~~000 received on September 2826, ~~2006~~2007. These loans are unsecured and bear interest at 5% per annum. Repayment of the principal and accrued interest is payable by the Company on April 30, 2009, with extension fees of 10% of the capital debt.

~~Iris~~These ~~has the~~loans ~~option~~are unsecured and bear interests ranging from 5% to ~~convert~~10% ~~the~~per ~~$85,000~~annum. ~~note~~Repayment ~~payable,~~of ifthe ~~not~~principal ~~repaid~~and accrued interest is payable by ~~April~~the Company on June 30, ~~2009~~2010, ~~into~~ ~~common~~with ~~shares~~extension fees of ~~the~~10% ~~Company~~of atthe ~~CDN~~capital $0debt.10 ~~per share.~~

~~Included in~~During the ~~due~~year toended ~~related parties balance at~~ December 31, ~~2008~~2009, isin ~~accrued~~consideration ~~interest and~~for extending ~~extension~~the ~~fees~~due date of ~~$60~~the loans,~~322~~ ~~(December~~Hokley 31received one fully paid, ~~2007~~worldwide, single use, non-exclusive ~~$24,946)~~license ~~relating~~for touse ~~loans owing~~of the Company's intellectual property which is subject to ~~Iris~~a royalty fee of 1.5% of sales. The fair value of the license is undeterminable.

~~Note~~Management 6recognized ~~Notes~~that the interest rate on the notes payable from Hokley are below fair market value, and recorded a discount on the funds received from Hokley during fiscal 2007. As of December 31, 2008, the carrying value of the notes payable had been accreted to its face value over the original term of the notes payable.

a)Included ~~On May 21, 2008, the Company received a loan~~ in the ~~amount~~notes ofpayable ~~$44,334~~balance ~~from Montilla. The loan is unsecured and bears interest~~ at ~~10%~~December ~~per annum. Repayment of the principal and accrued interest is payable on March~~ 31, 2009. ~~Failure~~is ofthe ~~repayment~~principal ofamount ~~this note payable will result in a penalty~~ of ~~one fully paid~~ $144,000 ~~worldwide,~~(2008 ~~single use, non~~-~~exclusive~~ ~~license for use of the Company’s intellectual property~~$144,000) ~~for~~and ~~which~~accrued ~~Montilla~~interest ~~will~~and ~~pay~~financing tocharges ~~the Company a royalty fee~~ of ~~1.5% of sales. Included in the notes payable balance at December 31~~ $80,778 (2008 is- ~~accrued interest and loan fees of~~ $742,~~166~~658).

b) As of December 31, 2008, the Company had received loans totaling $144,000 (December 31, 2007 - $144,000) from Hokley Limited (“Hokley”), which are unsecured and each carry a loan fee equal to 10% of the principal balance.25

~~Repayment of~~Note ~~the~~7 Common ~~following principal, accrued interest and loan fees are payable by the Company on June 30, 2009. The dates on which the loans were received and applicable interest rates are as follows:~~Stock

-a) ~~24 -~~During the year ended December 31, 2008, the Company completed a private placement of 221,450 common shares for total proceeds of $51,155.

~~SYNTEC BIOFUEL~~b) ~~INC~~During the year ended December 31, 2009, the Company completed a private placement of 1,933,333 common shares for total proceeds of $145,000 and issued 110,000 common shares for consulting fees at a fair value of $9,600.

~~(A Development~~Note ~~Stage~~8 Supplemental Cash ~~Company)~~Flow Information

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

						March 15,
						2000
						(Date of
		Year ended				Inception)
		December 31,				December 31,
		2009		2008		2009 (Unaudited)

Cash paid for:
Income taxes	$	-	$	-	$	-

Interest	$	40,540	$	-	$	40,540

Non-cash investing activities::
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
Debt assumed on acquisition of assets	$	-	$	-	$	350,000

Non-cash financing activities:
Equipment acquired under capital lease	$	-	$	-	$	55,486

An aggregate of 4,323,000 common shares were issued at fair values of $0.01 to $0.025 per share net of a deemed dividend of $10,250	$	-	$	-	$	33,325

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

Dividend deemed paid	$	-	$	-	$	(10,250)

~~December 31~~The Company performed a comprehensive review of its portfolio of uncertain tax positions which is represented by the Company's expected treatment of a tax position taken in a filed tax return or planned to be taken in a future tax return, ~~2008~~that has not been reflected in measuring income tax expense for financial reporting purposes. As a result of this review, the Company did not have any uncertain tax positions that would require additional liabilities or which such classification would be required. The amount of unrecognized tax positions did not change and management does not believe there will be any material changes in its unrecognized tax positions over the next twelve months.

~~Note 6 Notes payable (cont’d…)~~26

i.Note ~~On August 4, 2004, the Company received $4,000 which bears interest at 8% per annum;~~9 Income Taxes

iiThe parent Company is subject to income taxes in the US and its wholly-owned subsidiary is subject to income taxes in Canada. OnAs ~~September~~of 24December 31, ~~2004~~2009, both the Company ~~received~~and its subsidiary had accumulated non-capital loss carry-forwards of approximately $52,860,000 of which ~~bears~~$2,035,000 ~~interest~~pertained atto ~~10%~~the ~~per~~US ~~annum;~~and $825,000 to Canada. These losses are available to reduce taxable income in future taxation years and begin to expire in 2020 after a carry forward period of 20 years. The Company is required to compute the deferred tax benefits from non-capital loss carry-forwards. However, due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided against this deferred tax asset.

~~iii.~~At On December 2331, ~~2004~~2009 and 2008, the ~~Company~~components ~~received~~of $5the deferred tax asset,~~000~~ ~~which~~the ~~bears~~statutory ~~interest~~tax atrate, ~~10%~~the ~~per~~effective ~~annum;~~tax rate and the elected amount of the valuation allowance are shown below:

iv. On May 28, 2007, the Company received $30,000 which bears interest at 5% per annum; and


		2009		2008

Non-capital tax loss carry forwards	$	2,860,000	$	2,110,000
Statutory tax rate		30%		30%
Effective tax rate		-		-
Deferred tax asset		858,000		633,000
Change in valuation allowance		(858,000)		(633,000)
Net deferred tax asset	$	-	$	-

v. On July 18, 2007, the Company received $30,000 which bears interest at 5% per annum.

		2009		2008
		2009		2008
Net loss before income taxes	$	839,512	$	1,301,740
Non-deductible items		(89,512)		(30,162)
		750,000		1,271,578
Statutory tax rate		30%		30%
Deferred tax asset		225,000		381,473
Valuation allowance		(225,000)		(381,473)
	$	-	$	-

~~Repayment of~~The ~~the~~Company ~~following~~performed ~~principal,~~a ~~accrued~~comprehensive ~~interest~~review ~~and~~of ~~loan~~its ~~fees~~portfolio ~~are~~of ~~payable~~uncertain tax positions which is represented by the Company’s onexpected ~~February~~treatment 28of a tax position taken in a filed tax return or planned to be taken in a future tax return, ~~2009~~that has not been reflected in measuring income tax expense for financial reporting purposes. ~~The~~As ~~loans~~a result of this review, the Company did not have ~~been~~any ~~extended~~uncertain ~~until~~tax ~~August~~positions ~~31,~~that ~~2009 (see~~would ~~Note~~require ~~10)~~additional liabilities or which such classification would be required. The ~~dates~~amount onof ~~which~~unrecognized ~~the~~tax ~~loans~~positions ~~were~~did ~~received~~not change and ~~applicable interest~~management ~~rates~~does ~~are~~not asbelieve ~~follows:~~there will be any material changes in its unrecognized tax positions over the next twelve months.

i.27 ~~On February 26, 2007, the Company received $40,000 which bears interest at 5% per annum; and~~

~~ii. On September 26, 2007, the Company received $30,000 which bears interest at~~ Note 10% Subsequent ~~per~~Events annum. In the event that the Company fails to pay the capital and interest on the extended date, Hokley will 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 ~~the~~Company ~~notes~~has ~~payable~~evaluated ~~balance~~all atsubsequent events ~~December~~to ~~31,~~the ~~2008~~date isof ~~accrued~~filing. ~~interest~~Subsequent ~~and~~to ~~loan fees~~December of31, ~~$42~~2009,~~658~~ ~~(December~~the ~~31,~~Company ~~2007~~entered -into ~~$9,712).~~the following transactions:

~~Pursuant to~~a) ~~SFAS~~On ~~No.~~February ~~157~~10, ~~“Fair Value Measurements”~~2010, ~~management has recognized that~~ the ~~interest~~ ~~rate~~Company onentered into ~~the~~a ~~notes~~consulting ~~payable~~agreement ~~from~~with ~~Hokley~~3rd ~~are~~parties ~~below~~for ~~fair~~investor ~~market~~relations services. ~~value~~In exchange, ~~and has~~the ~~recorded~~Company awill ~~discount~~issue onone of the ~~funds~~3rd ~~received~~parties 500,000 ~~from~~free ~~Hokley~~trading ~~during~~common ~~fiscal 2007 of $15,770~~shares. ~~This~~The ~~value~~Company was ~~recorded~~unable asto ~~additional~~issue ~~paid-in~~500,000 free ~~capital~~trading ~~and~~common ~~is being deferred and amortized over the term of the notes~~shares. ~~During~~Therefore, the ~~year~~other ~~ended December~~3rd ~~31,~~party ~~2008~~was obligated, ~~$5,146~~pursuant ~~(December~~to ~~31,~~the ~~2007~~consulting ~~– $10~~agreement,~~624)~~ ~~was accreted~~ to ~~notes payable~~issue ~~and~~the ~~expensed~~shares ason ~~finance charges. The carrying value~~ behalf of the ~~notes~~ ~~payable~~Company atin ~~December~~exchange ~~31,~~for ~~2008~~the issuance of ~~$144~~600,000 ~~(December~~restricted ~~31,~~common ~~2007 – $138,854) has been accreted to its face value over the original term~~ shares of the ~~notes payable~~Company.

~~Note~~b) 7On ~~Common~~March ~~stock~~1, 2010, the Company entered into an agreement of understanding with a 3rd party who will act as the placement agent and financial advisor to the Company in connection with a private placement of equity and debt securities. In consideration, the Company will pay the 3rd party:

~~a) During the year ended December 31~~$5, ~~2007, the Company issued 11,~~000~~,000~~ advisory ~~common~~fee ~~shares~~upon ~~for~~execution ~~assumption~~ of ~~assets and liabilities with a net fair value of $5,005,000 pursuant to~~ the ~~Asset~~agreement ~~Purchase Agreement with Montilla.~~(paid);

b) ~~During~~A success ~~the~~fee ~~year~~of ~~ended~~8% ~~December~~of ~~31, 2007,~~ the ~~Company~~gross ~~completed~~proceeds aof the private placement and 2% of total ~~4,870,129~~funds ~~common~~raised ~~shares~~outside ~~for~~of ~~total~~the ~~proceeds~~services ofprovided ~~$1,125,000.~~by the 3rd party;

c)Non-callable warrants ~~During~~equal to 8% of the ~~year~~total ~~ended~~number ~~December~~of ~~31,~~securities ~~2008,~~sold under the private placement and 2% of total funds raised outside of the services provided by the 3rd party. The placement warrants will entitle the holder to purchase securities of the Company ~~completed~~at a purchase price equal to the implied price per share of the private placement ofand ~~221,450~~shall ~~common~~be ~~shares~~exercisable for ~~total~~a ~~proceeds~~ period of ~~$51,155~~5 years.

-The ~~25 -~~agreement will terminate on March 1, 2011 or within 30 days of written notice.

~~SYNTEC BIOFUEL INC.~~28

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

~~(A Development~~There have ~~Stage~~been ~~Company)~~no changes in Accountants in the two most recent fiscal years and no disagreements with Accountants on accounting and financial disclosure. The fiscal years ended December 31, 2009, 2008, 2007 and 2006 were audited by Dale Matheson Carr-Hilton LaBonte LLP.

Item 9A. Controls and Procedures.

~~NOTES~~Disclosure Controls ~~TO CONSOLIDATED~~and ~~FINANCIAL~~Procedures ~~STATEMENTS~~

~~December 31~~ Disclosure controls and procedures are controls and other 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, ~~2008~~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.

~~Note~~ 8Under ~~Income~~the ~~taxes~~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 December 31, 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.

~~The parent~~ Limitations ~~Company~~on ~~is subject to income taxes in~~ the USEffectiveness ~~and its wholly-owned subsidiary is subject to income taxes in Canada. As~~ of ~~December 31, 2008, both the Company and its subsidiary had accumulated non-capital loss carry-forwards of approximately $2,110,000 of which $1,344,000 pertained to the US and $766,000 to Canada~~Controls. These losses are available to reduce taxable income in future taxation years and begin to expire in 2020 after a carry forward period of 20 years. The Company is required to compute the deferred tax benefits from non-capital loss carry-forwards. However, due to the uncertainty of realization of these loss carry-forwards, a full valuation allowance has been provided against this deferred tax asset.

~~At December~~ Our 31management does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, ~~2008~~no matter how well developed and ~~2007~~operated, can provide only reasonable, but not absolute assurance that the ~~components~~objectives of the ~~deferred~~control ~~tax~~system ~~asset~~are met. Further, the design of the ~~statutory~~ ~~tax~~control ~~rate~~system must reflect the fact that there are resource constraints, and the ~~effective~~benefits ~~tax~~of ~~rate~~controls must be considered relative to their design and monitoring costs. Because of the ~~elected~~inherent ~~amount~~limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the ~~valuation~~ ~~allowance~~Company ~~are~~have ~~shown~~been ~~below:~~detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of a system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

	December 31,			December 31,
	2008			2007
Non-capital tax loss carry forwards	$	2,110,000		$	838,000
Statutory tax rate		30	%		30	%
Effective tax rate		-			–
Deferred tax asset		633,000			251,400
Less: valuation allowance		(633,000	)		(251,400	)
Net deferred tax asset	$	–		$	–

Internal Control over Financial Reporting

	December 31,			December 31,
	2008			2007
Net Loss before income taxes	$	1,301,740			$	449,395
Non-deductible items		(30,162	)			(22,962	)
		1,271,578				426,433
Statutory tax rate		30	%			30	%
Deferred tax asset		381,473				127,930
Valuation allowance		(381,473	)			(127,930	)
	$	-			$	-

Management's Annual Report On Internal Control Over Financial Reporting

As ~~a result~~The ofCompany's ~~the~~management ~~implementation~~is ofresponsible ~~FIN~~for establishing ~~48,~~and ~~the~~maintaining ~~Company~~an ~~performed~~adequate asystem ~~comprehensive review~~ of ~~its~~internal ~~portfolio~~control ofover financial ~~uncertain~~reporting, ~~tax~~as ~~positions~~such interm ~~accordance~~is ~~with recognition~~defined ~~standards~~in ~~established~~Exchange byAct ~~FIN~~Rules ~~48.~~13a In-15(f) and ~~this~~15d-15(f). ~~regard,~~Our aninternal ~~uncertain~~control ~~tax position~~system ~~represents~~was ~~the~~designed ~~Company’s~~to ~~expected~~provide ~~treatment~~reasonable assurance ofregarding athe ~~tax~~reliability ~~position~~of ~~taken~~financial ~~in a~~reporting ~~filed~~and ~~tax~~the ~~return~~preparation of orfinancial ~~planned~~statements tofor beexternal ~~taken~~purposes, in aaccordance ~~future~~with ~~tax~~accounting principles ~~return,~~generally ~~that~~accepted ~~has not been reflected~~ in ~~measuring~~the ~~income~~United ~~tax~~States ~~expense~~of ~~for financial reporting purposes~~America. As ~~a result~~ Because of ~~this~~inherent ~~review~~limitations, ~~the~~internal ~~Company~~control ~~did~~over ~~not~~financial ~~have~~reporting ~~any~~may ~~uncertain~~not prevent ~~tax positions that would require additional liabilities~~ or ~~which~~detect ~~such~~misstatements. ~~classification~~Also, ~~would~~projections ~~be required.~~of ~~The~~any ~~amount~~evaluation of effectiveness ~~unrecognized~~to ~~tax~~future ~~positions~~periods ~~did~~are ~~not~~subject ~~change~~to ~~and~~the ~~management does~~risk ~~not~~that ~~believe~~controls ~~there~~may become ~~will~~inadequate bebecause ~~any~~of ~~material~~ changes in ~~its~~conditions, ~~unrecognized~~or ~~tax positions~~that ~~over~~ the ~~next~~degree ~~twelve~~of compliance ~~months~~with policies and procedures may deteriorate.

-The ~~26 -~~Company's management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2009 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or

~~SYNTEC BIOFUEL INC.~~29

~~(A Development~~operation ~~Stage~~of ~~Company)~~our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial close and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the audit of our financial statements as of December 31, 2009 and communicated the matters to our management.

~~NOTES~~Management ~~TO CONSOLIDATED~~believes ~~FINANCIAL~~that ~~STATEMENTS~~the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of outside directors on the Company's board of directors can resulting in oversight in the establishing and monitoring of required internal controls and procedures which can affect the process of preparing Company's financial statements.

We are committed to improving our financial organization. As part of this commitment, we will create a segregation of duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishing and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management ; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

~~December 31~~Management believes that the appointment of one or more outside directors, ~~2008~~who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the accounting department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the accounting department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the Company may encounter in the future.

~~Note~~We 9will ~~Supplemental~~continue ~~cash~~to ~~flow~~monitor ~~information~~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.

					March 15,
					2000
					(Date of
	Year ended				Inception)
	December 31,				December 31,
	2008		2007		2008
					(unaudited)
Cash paid for:
Income taxes	$	-	$	-	$	-
Interest	$	131	$	-	$	131
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	$	5,005,000
Debt assumed on acquisition of assets	$	-	$	350,000	$	350,000
Non-cash financing activities:
Equipment acquired under capital lease	$	55,486	$	-	$	55,486
An aggregate of 4,323,000 common shares were issued at fair values of $0.01 to $0.025 per share net of a deemed dividend of $10,250	$	-	$	-	$	33,325
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
Dividend deemed paid	$	-	$	-	$	(10,250	)

This annual report does not include an attestation report of Dale Matheson Carr-Hilton LaBonte LLP., the Company's independent registered public accounting firm, regarding internal control over financial reporting. Management's report was not subject to attestation by Dale Matheson Carr-Hilton LaBonte LLP pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

- Changes ~~27 -~~in Internal Control over Financial Reporting

~~SYNTEC BIOFUEL~~ Under ~~INC~~the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2009 and have concluded that no change has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

Item 9B. Other Information.

~~(A Development~~All ~~Stage~~information ~~Company)~~required to be disclosed in a report on Form 8-K during the three months ended December 31, 2009 was reported on Form 8-K.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~30

~~December 31,~~PART III ~~2008~~

~~Note~~Item 10. ~~Subsequent~~Directors, ~~events~~Executive Officers and Corporate Governance.

a) Subsequent to December 31, 2008, the Company received a loan from Iris, a significant shareholder of the Company, in the amount of $200,000. This loan is secured by a promissory note and bears interest at 10% per annum. Repayment of the principal and accrued interest is payable by the Company on June 15, 2009. Failure of repayment will result in a penalty of one fully paid, worldwide, single use, non-exclusive master license for use of the Company’s catalyst technology, for which Iris will pay to the Company a royalty fee of 1.5% of sales.

Name

Age

Title

Michael Jackson¹

Janet Cheng²

Chief Executive Officer and Director Chief

Financial Officer and Director

b)1 ~~Subsequent~~Mr. toJackson ~~December~~was ~~31,~~elected ~~2008,~~as ~~the~~officer ~~Company~~and ~~extended~~director ~~the~~in ~~repayment~~March 2000. 2 ofJanet ~~two~~Cheng was ~~loans~~appointed ~~from~~as ~~Hokley,~~Chief ~~previously~~Financial ~~due~~Officer on ~~February~~September 28, ~~2009~~2007. She ~~Hokley~~was ~~has~~appointed ~~agreed~~as toa ~~extend~~Director ~~repayment~~on ofNovember ~~the loans until August 31~~8, ~~2009 in exchange for a penalty charge of 10% of the capital debt~~2007. ~~The total principal amount of the two loans is $70,000.~~

Background of Officers and Directors

~~Note~~Michael 11Jackson ~~Comparative figures~~

~~Certain~~ Mr. Jackson has been a real estate land developer and investment banker since 1978. Mr. Jackson is currently president of ~~the~~Hillcon ~~comparative~~Developments ~~figures~~Ltd., ~~have~~a position he has held since 1995. Mr. Jackson's duties with Hillcon Developments include locating properties, preparing pro forma statements, raising capital, marketing, and dealing with Canadian governmental agencies, architects, and engineers. In his capacity as president for Hillcon Developments, he has been ~~reclassified~~responsible tofor ~~conform~~raising to$50 ~~the~~million ~~presentation adopted~~for 22 projects with a market value in ~~the~~excess ~~current~~of ~~year~~$150 million. He also acts as corporate counsel for Hillcon, and prepares all legal documents and negotiates all contracts.

-From ~~28 -~~July 1999 to September 2001, Mr. Jackson was the chief executive officer and director of Poker.com Inc., a company that traded on the OTC Bulletin Board under the symbol “PKER”. The Company changed its name to LegalPlay Entertainment Inc.

~~Item 9~~Mr. Jackson ~~Changes~~has inserved ~~and~~as ~~Disagreements~~president ~~With~~of Ryerson ~~Accountants~~Corporation onA.V.V., ~~Accounting~~a position he has held since January 2000. Ryerson is an investment company and ~~Financial Disclosure~~Mr. Jackson's duties include overseeing investment strategies.

~~On July 12, 2006, the Company agreed to terminate the services of their accountant, Amisano Hanson~~Mr. ~~They~~ Jackson ~~appointed~~also ~~Dale~~currently ~~Matheson~~serves ~~Carr-Hilton LaBonte LLP, Chartered Accountants,~~ as president ~~their replacement. The decision to change the certified accountant had nothing to do with the performance~~ of ~~the~~Uninet ~~former~~Technologies ~~accountant’s services~~Inc. ~~Amisano~~, ~~Hanson’s report in the 2005 Consolidated Financial Statements did not contain~~ an ~~adverse opinion~~Internet orsoftware ~~disclaimer~~developer. He ofhas ~~opinion,~~held ~~nor~~that ~~were~~position ~~the~~since ~~statements modified as to uncertainty, audit scope, or accounting principles~~January 1999.

WeFrom ~~did not~~June ~~have~~1985 ~~any~~to ~~disagreements~~November on1987, ~~any~~Mr. ~~matter~~Jackson worked ofwith ~~accounting~~Geneva ~~principles~~Capital ~~or practices~~Corporation, ~~financial~~ ~~statement~~where ~~disclosure,~~his orfunctions ~~auditing~~included ~~scope~~taking companies orpublic ~~procedure~~on the TSX Venture Exchange, ~~which~~the Toronto Stock Exchange, ifand NASDAQ. He ~~not resolved~~acted toas ~~Amisano~~counsel ~~Hanson~~for ~~satisfaction,~~the Company ~~would~~and ~~have~~prepared ~~caused~~all ~~them~~offering tomemoranda, ~~make reference~~and toother ~~the~~legal ~~subject~~documents. He ~~matter~~also ofraised ~~the~~capital ~~disagreement(s)~~for inthe ~~connection~~Company ~~with~~and negotiated ~~their report~~all contracts.

~~The Company~~Mr. ~~has~~Jackson ~~given~~served ~~Amisano~~as ~~Hanson~~a director ~~authorization~~of toWaterloo ~~fully~~Resources ~~respond~~Inc. tofrom ~~the~~August ~~inquiries of~~1985 ~~the~~to ~~Company’s~~December ~~new accountants~~1987, ~~Dale~~Lucky Mines ~~Matheson~~Inc. ~~Carr-Hilton~~from ~~LaBonte~~August ~~LLP~~1985 to December 1987, ~~concerning~~ ~~the~~and ~~previous~~Burcon ~~consolidated~~Developments ~~financial~~Inc. ~~statements~~from December ~~audited~~1987 byto ~~Amisano Hanson~~August 1988. ~~There~~ Waterloo, Lucky Mines and Burcon were noall ~~limitations~~public ~~placed~~companies ~~upon~~listed ~~Amisano~~on ~~Hanson, whatsoever~~the Vancouver Stock Exchange.

~~The fiscal years ended December 31, 2008, 2007 and 2006 were audited by Dale Matheson Carr-Hilton LaBonte LLP~~Mr. ~~The~~ Jackson ~~fiscal~~practiced ~~years~~law ~~ended~~from ~~December~~1966 through ~~31, 2005, 2004, 2003 and 2002 were audited by Amisano Hanson~~1977.

~~Item 9A.~~Janet ~~Controls~~Cheng ~~and Procedures.~~

~~Disclosure~~Janet ~~Controls~~Cheng was appointed as Chief Financial Officer on September 28, 2007 as was appointed as a Director on November 8, 2007. Ms. Cheng is a Certified Public Accountant with a diverse knowledge of corporate finance. During the past five years she has assisted both private companies and ~~Procedures~~ public companies by managing their financial risk and assuring compliance with financial reporting requirements.

~~Disclosure controls~~Family and procedures are controls and other 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.Relationships

~~Under~~There ~~the supervision~~are ~~and~~no ~~with~~family ~~the~~relationships ~~participation~~amongst ofour ~~management,~~directors ~~including~~or ~~the~~executive ~~Chief Executive Officer and Chief Financial Officer, Syntec Biofuel, Inc~~officers. 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 December 31, 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.

~~Limitations on the Effectiveness of Controls.~~31

Involvement in Certain Legal Proceedings

~~Our management~~To does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well developed and operated, can provide only reasonable, but not absolute assurance that the ~~objectives~~best of the ~~control~~ ~~system~~registrant's ~~are met. Further~~knowledge, during the ~~design~~past offive ~~the control system must reflect the fact that there are resource constraints~~years, ~~and the benefits of controls must be considered relative to their design and monitoring costs. Because of the inherent limitations in all control systems,~~ no ~~evaluation of controls can provide absolute assurance that all control issues and instances of fraud~~director, ~~if any,~~executive ~~within~~officer ~~the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error~~ or ~~mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the~~ control. The design of a system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or because the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.person:

- 29 -

	(1)	has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;

	(2)	were the subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of the following activities:

~~Internal~~(i) ~~Control~~acting ~~over Financial~~as ~~Reporting~~a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws.

Management’s Annual Report On Internal Control Over Financial Reporting

	(3)	were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;

	(4)	were found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in such civil finding or find by the Securities and Exchange Commission has not been subsequently reversed, suspended or vacated;

	(5)	were found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. However, Michael Jackson was charged and pleaded guilty under section 239(1) of the Income Tax Act on December 10, 2009 for failing to disclose capital gain from a 2005 transaction to the Canadian Revenue department, Mr Jackson share of the capital gain earned from the sale of a software program in Gibraltar amounted to approx. US$1,225,000 which was not taxable in Gibraltar nor repatriated to Canada. No other director, executive officer or control person were convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

~~The Company’s~~Section ~~management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as such term is defined in Exchange Act Rules 13a -15~~16(fa) ~~and~~Beneficial Ownership ~~15d-15(f).~~Reporting ~~Our internal control system was~~Compliance designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with accounting principles generally accepted in the United States of America. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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 policies and procedures may deteriorate.

~~The Company’s~~Based ~~management,~~solely ~~including~~on ~~the~~our ~~Chief~~review ~~Executive Officer and Chief Financial Officer, has conducted an evaluation~~ of the ~~effectiveness~~copies of ~~its~~the ~~internal control~~Section ~~over~~16(a) ~~financial~~forms ~~reporting~~we asreceived ofcovering ~~December~~acquisition ~~31,~~and disposition ~~2008~~transactions ~~based on the framework~~ in ~~Internal~~our ~~Control~~common –stock ~~Integrated~~during ~~Framework issued by~~ the ~~Committee~~year ofended ~~Sponsoring Organizations~~December of31, 2009, ~~the~~we ~~Treadway~~believe ~~Commission.~~that ~~Based~~each onperson ~~that evaluation~~who, ~~the~~at ~~Chief Executive~~any ~~Officer~~time ~~and~~during ~~Chief~~that ~~Financial~~fiscal ~~Officer~~year, ~~concluded~~was a ~~that~~director, ~~during~~executive ~~the period covered by this report~~officer, ~~such~~or ~~internal~~beneficial ~~controls~~owner ~~and procedures were not effective to detect the inappropriate application~~ of US10% ~~GAAP~~or ~~rules as~~ more ~~fully described below. This was due to deficiencies that existed in the design or operation~~ of ~~our~~ ~~internal controls over financial reporting that adversely affected~~ our ~~internal~~ ~~controls~~common stock ~~and~~complied ~~that~~with ~~may~~all beSection 16(a) ~~considered~~filing ~~to be material weaknesses~~requirements.

~~The matters~~Code ~~involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards~~ of ~~the~~Ethics Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial close and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the audit of our financial statements as of December 31, 2008 and communicated the matters to our management.

~~Management believes~~The Company ~~that~~has ~~the~~adopted ~~material~~a ~~weaknesses~~Code ~~set~~of ~~forth~~Ethics inthat ~~items~~applies ~~(2),~~to ~~(3)~~all ~~and~~its ~~(4)~~employees, including ~~above did~~its ~~not~~chief ~~have~~executive anofficer, ~~affect~~chief ~~on the Company's~~ financial ~~results.~~and ~~However~~accounting officer, controller, ~~management believes~~and ~~that~~any ~~the~~persons ~~lack~~performing ofsimilar ~~outside~~functions. Such ~~directors on the Company's board~~ Code of ~~directors can~~Ethics ~~resulting~~is inpublished ~~oversight~~on in the ~~establishing and monitoring of required internal controls and procedures which can affect the process of preparing~~ Company's ~~financial~~internet ~~statements~~website (www.syntecbiofuel.com).

-Audit ~~30 -~~Committee

~~Management believes~~At ~~that~~present ~~the~~we ~~appointment~~do ofnot ~~one~~have ~~or more outside directors, who shall be appointed to~~ a ~~fully~~separately ~~functioning~~designated standing audit committee, ~~will~~and ~~remedy~~does ~~the~~not ~~lack~~have ofan ~~a functioning~~ audit committee ~~and~~financial aexpert. The ~~lack~~entire board of adirectors ~~majority~~is ofacting ~~outside~~as ~~directors~~our ~~on the~~ Company's ~~Board~~Audit Committee. InThe board addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of USdirectors ~~GAAP~~has ~~and~~determined ~~SEC~~that ~~disclosure~~our ~~requirements;~~Company ~~and~~is, ~~(ii)~~at ~~ineffective controls over period end financial close and reporting processes. Further~~present, ~~management~~ ~~believes~~a development ~~that~~company ~~the hiring of additional personnel who have the technical expertise~~ and ~~knowledge~~has ~~will~~not ~~result~~yet ingenerated ~~proper~~or ~~segregation~~realized of duties and provide more checks and balances within the accounting department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the accounting department occur. This coupled with the appointment of additional outside directors will greatly decrease any ~~control~~revenues ~~and~~from ~~procedure~~our business ~~issues the Company may encounter in the future~~operations.

Item 11. Executive Compensation.

WeThe ~~will continue~~following totable ~~monitor~~sets forth ~~and~~information ~~evaluate~~with ~~the~~respect ~~effectiveness~~to ofcompensation ~~our~~paid ~~internal~~by ~~controls~~us ~~and procedures~~to ~~and~~the ~~our~~President ~~internal controls over financial reporting on an ongoing basis~~ and the ~~are~~other ~~committed~~highest topaid ~~taking~~executive ~~further~~officers ~~action~~(the ~~and~~“Named ~~implementing~~Executive ~~additional enhancements~~Officer”) during orthe ~~improvements,~~three asmost ~~necessary~~recent ~~and~~fiscal ~~as funds allow~~years.

~~This annual~~SUMMARY ~~report~~COMPENSATION does not include an attestation report of Dale Matheson Carr-Hilton LaBonte LLP., the Company’s independent registered public accounting firm, regarding internal control over financial reporting. Management’s report was not subject to attestation by Dale Matheson Carr-Hilton LaBonte LLP pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.TABLE

Changes in Internal Control over Financial Reporting

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All other Compensation ($)	Total ($)
Michael Jackson¹ Chairman, President	2007 2008 2009	- -	- -			- -		44,528 144,240 144,000	44,528 144,240 144,000
George Kosanovich² Chief Executive officer	2007 2008	-	-			-		39,750 104,586	39,750 104,586
Janet Cheng³ Chief Financial Officer	2007 2008 2009	-	-			-		12,000 38,720 26,781	12,000 38,720 26,781

~~Under~~1 ~~the supervision~~Mr. ~~and~~Jackson was ~~with~~elected ~~the~~as ~~participation~~officer ofand ~~management,~~director ~~including~~in ~~the~~March ~~Chief Executive~~2000. Michael ~~Officer~~Jackson ~~and~~became Chief ~~Financial~~ Executive Officer, ~~the~~on ~~Company~~October ~~has~~15, ~~evaluated~~2008 ~~changes~~ in2 ~~internal~~Dr. ~~control~~George ~~over~~Kosanovich was ~~financial~~appointed ~~reporting (~~as ~~such~~Chief ~~term~~Executive isOfficer ~~defined~~on inSeptember ~~Rules 13a-15(f)~~28, ~~and~~2007. He ~~15d-15(f)~~was ~~under~~appointed ~~the~~as ~~Exchange~~a ~~Act)~~Director ~~that~~on ~~occurred~~November ~~during~~19, ~~the~~2007. George ~~year ended~~Kosanovich ~~December~~resigned 31as Chief Executive Officer on October 15, 2008 ~~and~~ 3 ~~have~~Janet Cheng ~~concluded~~was ~~that~~appointed noas ~~change~~Chief ~~has~~Financial ~~materially affected,~~Officer oron isSeptember ~~reasonably~~28, ~~likely~~2007. She towas ~~materially~~appointed ~~affect,~~as ~~internal~~a ~~control~~Director ~~over financial~~on ~~reporting~~November 8, 2007.

~~Item 9B.~~Compensation ~~Other~~Committee ~~Information.~~Interlocks and Insider Participation

~~All information~~The ~~required~~Company todoes benot ~~disclosed~~have in a ~~report~~standing oncompensation ~~Form~~committee ~~8-K~~or ~~during~~committed performing similar function as the ~~three months~~Company ~~ended~~is, ~~December~~at 31present, ~~2008~~a ~~was~~development ~~reported~~company. The onentire ~~Form~~Board ~~8-K~~of Directors acts as the compensation committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~PART III~~The following table sets forth, as of December 31, 2009, the number of Common Stock and the corresponding percentage ownership of (i) each person who held of record, or was known by us to own beneficially, more than five percent of our Common Stock, (ii) each director and executive officer of the Company, and (iii) all directors and executive officers of us as a group. The computation is based upon 33,194,079 shares of common stock being outstanding.

~~Item 10.~~ ~~Directors~~Unless otherwise indicated, ~~Executive~~we ~~Officers~~believe the following persons have sole voting and ~~Corporate~~investment ~~Governance~~power with respect to the number of shares set forth opposite their names.

Name	Age	Title
Name and Address	Number of Shares	Percentage Owned
Michael Jackson 1	68	Chief Executive Officer and Director
CEDE & CO New York, NY	3,350,840	9.35%
Janet Cheng2	38	Chief Financial Officer and Director
Ryerson Corporation A.V.V. 1 c/o 7 Abraham de Veerstraat P.O. Box 840, Curacao Netherlands Antilles	9,055,000	25.27%
Iris International Le Montaigne 7 Avenue de Grande-Bretagne MC 98000 Monaco.	5,663,000	15.80%
Wood Energy Resources LLC 8159 Titleist Drive Pineville, LA 71360	4,697,872	13.11%
Montilla Capital Inc. c/o 7 Abraham de Veerstraat P.O. Box 840, Curacao Netherlands Antilles	2,794,013	7.80%
Michael Jackson Director and President	814,000 9,937,0001	2.27% 25.27%
All Executive Officers and Directors as a Group	10,751,000	30.18%

1 Michael ~~Mr.~~ Jackson ~~was~~is ~~elected~~the ascontrolling ~~officer~~shareholder of Ryerson Corporation A.V.V. and ~~director~~has inindirect ~~March~~control ~~2000~~over a further 882,000 owned directly and indirectly by family members. He is the President, Secretary, Treasurer and Chairman of the Board of Syntec Biofuel Inc.

~~2 Janet Cheng was appointed as Chief Financial Officer on September 28, 2007. She was appointed as a Director on November 8, 2007.~~33

-The ~~31 -~~Company does not have any equity compensation plans.

The Company has issued a Promissory Note to CAJ Business Solutions Ltd (formerly Impulse Advertising Ltd) for the amount of $246,300. The Note is secured by a General Security Agreement, earns interest of 10% and is due and payable on June 30, 2010. Carol Jackson, spouse of Michael Jackson, President of our Company, is the President of CAJ Business Solutions Ltd.

~~Mr. Jackson~~Our ~~has~~policy ~~been~~regarding arelated ~~real~~transactions ~~estate~~requires ~~land~~that ~~developer~~any ~~and~~director ~~investment~~or officer ~~banker~~who ~~since 1978. Mr.~~has ~~Jackson~~an isinterest ~~currently~~in ~~president~~any oftransaction ~~Hillcon~~to ~~Developments Ltd.,~~be aapproved ~~position~~by heour ~~has~~Board ~~held~~of Directors ~~since~~disclose ~~1995. Mr.~~the ~~Jackson’s~~presence ~~duties~~and ~~with Hillcon~~the ~~Developments~~nature ~~include~~of ~~locating~~the ~~properties,~~interest ~~preparing~~to ~~pro~~the ~~forma statements,~~Board ~~raising~~of Directors ~~capital,~~prior ~~marketing,~~to ~~and~~any ~~dealing~~approval ~~with~~of ~~Canadian~~the ~~governmental agencies,~~transaction ~~architects,~~by ~~and~~the ~~engineers~~Board of Directors. In ~~his~~The transaction ~~capacity~~may asthen ~~president~~be ~~for Hillcon~~approved ~~Developments~~by a majority of the disinterested directors, provided hethat ~~has~~an ~~been~~interested ~~responsible~~director ~~for~~may ~~raising~~be ~~$50~~counted ~~million~~in ~~for~~determining ~~22 projects~~the ~~with~~presence of a ~~market~~quorum ~~value~~at inthe ~~excess~~meeting of ~~$150~~the ~~million~~Board of Directors to approve the transaction. He ~~also~~Our ~~acts as~~policy ~~corporate~~regarding ~~counsel~~compensation for ~~Hillcon,~~directors and ~~prepares~~officers ~~all~~is that ~~legal~~the ~~documents~~Board ~~and negotiates~~of ~~all~~Directors ~~contracts~~may, without regard to personal interest, establish the compensation of directors for services in any capacity.

~~From~~Item ~~July 1999 to September 2001, Mr~~14. ~~Jackson~~Principal ~~was~~Accounting ~~the~~Fees ~~chief executive officer~~ and ~~director of Poker~~Services.com Inc., a company that traded on the OTC Bulletin Board under the symbol “PKER”. The Company changed its name to LegalPlay Entertainment Inc. The Company has subsequently changed its name to Sythenol Inc and now trade on the OTC Bulletin Board under the symbol “STHL”.

Mr1. ~~Jackson~~ ~~has~~Audit ~~served as president of Ryerson Corporation A.V.V., a position he has~~Fees ~~held since January 2000. Ryerson is an investment company and Mr. Jackson’s duties include overseeing investment strategies.~~

~~Mr. Jackson~~The ~~also~~aggregate ~~currently~~fees ~~serves~~paid asfor ~~president~~2009 fiscal ofyear ~~Uninet~~for ~~Technologies~~professional ~~Inc.~~services rendered by the principal accountant, ~~an Internet~~Dale ~~software~~Matheson ~~developer. He~~Carr-Hilton ~~has~~LaBonte ~~held~~LLP ~~that~~Chartered ~~position~~Accountants (“DMCL”) ~~since~~for ~~January 1999.~~the audit of our annual financial statements and review of financial statements included in our Form 10-Q and 10-K are as follows:

From June 1985 to November 1987, Mr. Jackson worked with Geneva Capital Corporation, where his functions included taking companies public on the TSX Venture Exchange, the Toronto Stock Exchange, and NASDAQ. He acted as counsel for the Company and prepared all offering memoranda, and other legal documents. He also raised capital for the Company and negotiated all contracts.

	2009	2008
DMCL audit	$25,000-28,000 (estimated)	$26,250
DMCL audit-related	$14,700	$13,913

Mr. Jackson served as a director of Waterloo Resources Inc. from August 1985 to December 1987, Lucky Mines Inc. from August 1985 to December 1987, and Burcon Developments Inc. from December 1987 to August 1988. Waterloo, Lucky Mines and Burcon were all public companies listed on the Vancouver Stock Exchange.34

Mr2. ~~Jackson~~ ~~practiced~~Audit-Related ~~law from 1966 through 1977.~~Fee

~~Janet Cheng~~There were no additional aggregate fees billed in each of the last two fiscal years for assurance and related services by Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9(e) (1) of Schedule 14A.

~~Janet Cheng was appointed as Chief Financial Officer on September 28, 2007 as was appointed as a Director on November 8, 2007~~3. ~~Ms.~~ ~~Cheng~~Tax is a Certified Public Accountant with a diverse knowledge of corporate finance. During the past five years she has assisted both private companies and public companies by managing their financial risk and assuring compliance with financial reporting requirements.Fees

~~Family Relationships~~There were no additional aggregate fees billed in each of the last two fiscal years for professional services rendered by Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, for tax compliance, tax advice and tax planning.

~~There~~4. ~~are no~~All ~~family~~Other ~~relationships amongst our directors or executive officers.~~Fees

-There 32 were no additional aggregate fees billed in each of the last two fiscal years for products and services provided Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, other than the services reported in Item 9(e)(1) through 9(e)(3) of Schedule 14A.

~~Involvement in Certain Legal Proceedings~~PART IV

ToItem ~~the best~~15. ~~of the registrant’s knowledge~~Exhibits, ~~during~~Financial ~~the~~Statement ~~past five years, no director, executive officer or control person:~~Schedules.

~~(1)~~Financial has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;Statements

~~(2)~~ ~~were~~Included ~~convicted~~ in aPart ~~criminal~~II, ~~proceeding~~Item or8 ~~named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);~~

~~(3)~~Financial ~~were~~Statement ~~the~~Schedule subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of the following activities:

~~(i)~~We ~~acting~~are asnot afiling ~~futures~~any financial ~~commission~~statement ~~merchant,~~schedules ~~introducing~~as ~~broker,~~part ~~commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person~~ of ~~any~~this ofForm ~~the~~10-K ~~foregoing,~~because orsuch asschedules are aneither ~~investment~~not ~~advisor,~~applicable ~~underwriter, broker~~ or ~~dealer~~the inrequired ~~securities,~~information oris asincluded ~~an affiliated person, director of any investment company, or engaging~~ in orthe financial ~~continuing~~statements ~~any conduct~~ or ~~practice~~notes ~~in connection with such activity;~~thereto.

~~(ii)~~ ~~engaging~~Exhibits ~~in any type of business practice;~~

~~(iii)~~The ~~engaging~~following inexhibits ~~any~~are either ~~activity~~provided ~~in connection~~ with ~~the~~this ~~purchase~~Annual orReport ~~sale of any security~~ or ~~commodity~~are orincorporated inherein ~~connection with any violation of federal or state securities laws or federal commodity laws.~~by reference:

(4) were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;

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 (1)

4.1	Specimen Stock Certificate for Shares of Common Stock of the Company (2)

10.1	License Agreement (3)

10.2	Assignment of License Agreement (3)

10.3	Settlement Agreement (4)

10.4	Manufacturing Agreement (4)

10.5	Acquisition Agreement of the URL (5)

10.6	Asset Purchase and Assignment Agreement (6)

10.7	Amendment to Asset Purchase and Assignment(7)

10.8	Intellectual Property And Asset Purchase Agreement dated September 28, 2007 (8)

	Amendment To Intellectual Property And Asset Purchase dated October 25, 2007 (9)

10.9	General Security Agreement dated June 20, 2008 (10)

21.1	List of Subsidiaries

31.1	302 Certification for the Chief Executive Officer

31.2	302 Certification for the Chief Financial Officer

32.1	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

(51) ~~were~~Filed ~~found~~on March 18, 2009 as an exhibit to the Company's report on Form 10-K and incorporated herein by reference (2) aFiled ~~court~~on ofOctober ~~competent~~6, ~~jurisdiction~~2000 as inan aexhibit ~~civil~~to ~~action~~the orCompany's report on Form SB-2 and incorporated herein by reference (3) Filed on October 10, 2000 as an exhibit to the ~~Securities~~Company's report on Form SB-2/A and incorporated ~~Exchange~~herein ~~Commission~~by reference (4) Filed on January 29, 2001 as an exhibit to ~~have~~the ~~violated~~Company's ~~any~~report ~~federal~~on orForm ~~state~~SB-2/A ~~securities~~and incorporated ~~law~~herein by reference (5) Filed on January December 16, 2003 as an exhibit to the Company's report on Form SB-2/A and incorporated herein by reference (6) Filed on April 12, 2006 as an exhibit to the ~~judgment~~Company's inreport ~~such~~on ~~civil~~Form ~~finding~~8-K orand ~~find~~incorporated herein by reference (7) Filed on July 17, 2006 as an exhibit to the ~~Securities~~Company's report on Form 8-K and ~~Exchange~~incorporated ~~Commission~~herein ~~has~~by reference (8) ~~not~~Filed ~~been~~on ~~subsequently~~October ~~reversed~~1, ~~suspended~~2007 as oran ~~vacated;~~exhibit to the Company's report on Form 8-K and incorporated herein by reference (9) Filed on October 25, 2007 as an exhibit to the Company's report on Form 8-K/A and incorporated herein by reference (10) Filed on June 26, 2008 as an exhibit to the Company's report on Form 8-K and incorporated herein by reference

(6) were found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.35

~~Section 16(a) Beneficial Ownership Reporting Compliance~~SIGNATURES

~~Based solely~~Pursuant onto ~~our review of~~ the ~~copies~~ requirements of the ~~Section~~Securities ~~16(a)~~Exchange ~~forms~~Act weof ~~received covering~~1934, ~~acquisition and disposition transactions in our common stock during~~ the ~~year~~ ~~ended~~registrant ~~December~~has ~~31,~~duly ~~2008,~~caused wethis report ~~believe~~to ~~that~~be ~~each~~signed ~~person~~on ~~who,~~its atbehalf ~~any~~by ~~time during~~the ~~that~~undersigned ~~fiscal~~thereunto ~~year,~~duly ~~was a director, executive officer, or beneficial owner of 10% or more of our common stock complied with all Section 16(a) filing requirements~~authorized.

-SYNTEC BIOFUEL 33INC. - (Registrant)

Code of Ethics

/s/ Michael Jackson Michael Jackson Director, CEO	Date: March 31, 2010


/s/ Janet Cheng	Date: March 31, 2010
Janet Cheng Director, CFO

~~The Company~~ has adopted a Code of Ethics that applies to all its employees, including its chief executive officer, chief financial and accounting officer, controller, and any persons performing similar functions. Such Code of Ethics is published on the Company’s internet website (www.syntecbiofuel.com).36

Audit Committee

At present we do not have a separately designated standing audit committee and does not have an audit committee financial expert. The entire board of directors is acting as our Company's Audit Committee. The board of directors has determined that our Company is, at present, a development company and has not yet generated or realized any revenues from our business operations.

Item 11. Executive Compensation.

The following table sets forth information with respect to compensation paid by us to the President and the other highest paid executive officers (the “Named Executive Officer”) during the three most recent fiscal years.

SUMMARY COMPENSATION TABLE

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All other Compensation ($)	Total ($)
Michael Jackson1 Chairman, President	2006 2007 2008	- - -	- - -			- - -		9,920 44,528 144,240	9,920 44,528 144,240
Michael Raftery2 Chief Financial Officer	2006	-	-			-		11,013	11,013
Cary Martin3	2006	-	-			-		26,934	23,934
George Kosanovich4 Chief Executive officer	2007 2008	-	-			-		39,750 104,586	39,750 104,586
Janet Cheng5 Chief Financial Officer	2007 2008	-	-			-		12,000 38,720	12,000 38,720

1 Mr. Jackson was elected as officer and director in March 2000. Michael Jackson became Chief Executive Officer on October 15, 2008

2 Mr. Raftery resigned as officer and director in February 2007.

3 Mr. Martin resigned as officer and director in November 2006

4 Dr. George Kosanovich was appointed as Chief Executive Officer on September 28, 2007. He was appointed as a Director on November 19, 2007. George Kosanovich resigned as Chief Executive Officer on October 15, 2008

5 Janet Cheng was appointed as Chief Financial Officer on September 28, 2007. She was appointed as a Director on November 8, 2007.

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Compensation Committee Interlocks and Insider Participation

The Company does not have a standing compensation committee or committed performing similar function as the Company is, at present, a development company. The entire Board of Directors acts as the compensation committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of December 31, 2008, the number of Common Stock and the corresponding percentage ownership of (i) each person who held of record, or was known by us to own beneficially, more than five percent of our Common Stock, (ii) each director and executive officer of the Company, and (iii) all directors and executive officers of us as a group. The computation is based upon 33,194,079 shares of common stock being outstanding.

Unless otherwise indicated, we believe the following persons have sole voting and investment power with respect to the number of shares set forth opposite their names.

Name and Address	Number of Shares	Percentage Owned
CEDE & CO New York, NY	1,724,827	5.20%
Ryerson Corporation A.V.V. 1 c/o 7 Abraham de Veerstraat P.O. Box 840, Curacao Netherlands Antilles	9,205,000	27.73%
Iris International Le Montaigne 7 Avenue de Grande-Bretagne MC 98000 Monaco.	5,663,000	17.06%
Wood Energy Resources LLC 8159 Titleist Drive Pineville, LA 71360	4,437,229	13.37%
Montilla Capital Inc. c/o 7 Abraham de Veerstraat P.O. Box 840, Curacao Netherlands Antilles	3,080,000	9.28%
Michael Jackson Director and President	814,000 9,205,0001	2.45% 27.73%
All Executive Officers and Directors as a Group	10,019,000	30.18%
1 Michael Jackson is the controlling shareholder of Ryerson Corporation A.V.V. He is the President, Secretary, Treasurer and Chairman of the Board of Syntec Biofuel Inc.

The Company does not have any equity compensation plans.

- 35 -

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The Company has issued a Promissory Note to CAJ Business Solutions Ltd (formerly Impulse Advertising Ltd) for the amount of $246,300. The Note is secured by a General Security Agreement, earns interest of 10% and is due and payable on April 30, 2009. Carol Jackson, spouse of Michael Jackson, President of our Company, is the President of CAJ Business Solutions Ltd.

The Company has issued a Promissory Note to Carol Jackson for the amount of $29,283. The Note is not secured and earns interest of 10% per annum. The loan was repaid on June 27, 2008.

The Company has issued a Promissory Note to Pelican Financial Corp. for the amount of $18,473. The Note is not secured, bears interest of 10% and is due and payable on April 30, 2009. Michael Jackson, President of our Company, is the President of Pelican Financial Corp.

Our policy regarding related transactions requires that any director or officer who has an interest in any transaction to be approved by our Board of Directors disclose the presence and the nature of the interest to the Board of Directors prior to any approval of the transaction by the Board of Directors. The transaction may then be approved by a majority of the disinterested directors, provided that an interested director may be counted in determining the presence of a quorum at the meeting of the Board of Directors to approve the transaction. Our policy regarding compensation for directors and officers is that the Board of Directors may, without regard to personal interest, establish the compensation of directors for services in any capacity.

Item 14. Principal Accounting Fees and Services.

1. Audit Fees

The aggregate fees paid for 2008 fiscal year for professional services rendered by the principal accountant, Dale Matheson Carr-Hilton LaBonte LLP Chartered Accountants (“DMCL”), and the fees for the 2007 fiscal year for the services rendered by Amisano Hanson Chartered Accountants, for the audit of our annual financial statements and review of financial statements included in our Form 10-Qand 10-K and 10-KSB/A are as follows:

	2008		2007
	(estimated)		(actual)
DMCL Chartered Accountants	$	38,250	$	32,250
Amisano Hanson Chartered Accountants	$	-	$	530

2. Audit-Related Fees

There were no additional aggregate fees billed in each of the last two fiscal years for assurance and related services by neither the accountant, Amisano Hanson Chartered Accountants, Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9(e) (1) of Schedule 14A.

3. Tax Fees

There were no additional aggregate fees billed in each of the last two fiscal years for professional services rendered by neither the accountant, Amisano Hanson Chartered Accountants, Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, for tax compliance, tax advice and tax planning.

- 36 -

4. All Other Fees

There were no additional aggregate fees billed in each of the last two fiscal years for products and services provided neither the accountant, Amisano Hanson Chartered Accountants, Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants,, other than the services reported in Item 9(e)(1) through 9(e)(3) of Schedule 14A.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Financial Statements

Included in Part II, Item 8

Financial Statement Schedule

We are not filing any financial statement schedules as part of this Form 10-K because such schedules are either not applicable or the required information is included in the financial statements or notes thereto.

Exhibits

The following exhibits are either provided with this Annual Report or are incorporated herein by reference:

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation dated July 26, 2006
3.2	Amended and Restated Bylaws dated July 12, 2006
4.1	Specimen Stock Certificate for Shares of Common Stock of the Company(1)
10.1	License Agreement (2)
10.2	Assignment of License Agreement(2)
10.3	Settlement Agreement(3)
10.4	Manufacturing Agreement(3)
10.5	Acquisition Agreement of the URL(4)
10.6	Asset Purchase and Assignment Agreement (5)
10.7	Amendment to Asset Purchase and Assignment(6)
10.8	Intellectual Property And Asset Purchase Agreement dated September 28, 2007 (7)
	Amendment To Intellectual Property And Asset Purchase dated October 25, 2007(8)
10.9	General Security Agreement dated June 20, 2008 (9)
21.1	List of Subsidiaries
31.1	302 Certification for the Chief Executive Officer
31.2	302 Certification for the Chief Financial Officer
32.1	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

(1) Filed on October 6, 2000 as an exhibit to the Company’s report on Form SB-2 and incorporated herein by reference

(2) Filed on October 10, 2000 as an exhibit to the Company’s report on Form SB-2/A and incorporated herein by reference

(3) Filed on January 29, 2001 as an exhibit to the Company’s report on Form SB-2/A and incorporated herein by reference

(4) Filed on January December 16, 2003 as an exhibit to the Company’s report on Form SB-2/A and incorporated herein by reference

(5) Filed on April 12, 2006 as an exhibit to the Company’s report on Form 8-K and incorporated herein by reference

(6) Filed on July 17, 2006 as an exhibit to the Company’s report on Form 8-K and incorporated herein by reference

(7) Filed on October 1, 2007 as an exhibit to the Company’s report on Form 8-K and incorporated herein by reference

(8) Filed on October 25, 2007 as an exhibit to the Company’s report on Form 8-K/A and incorporated herein by reference

(9) Filed on June 26, 2008 as an exhibit to the Company’s report on Form 8-K and incorporated herein by reference

- 37 -

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: March 17, 2009
/s/ Janet Cheng		Date: March 17, 2009
Janet Cheng Director, CFO

- 38 -

	Basis	Rate
Computer equipments	Straight-line and declining balance	20% to 30%
Office and laboratory equipments	Straight-line	20%
Equipment under capital lease	Straight-line	20%

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

	Cost		Accumulated Depreciation		December 31, 2008 Net Book Value		December 31, 2007 Net Book Value
Computer equipment	$	6,907	$	2,468	$	4,439	$	3,234
Office equipment		15,416		3,819		11,597		14,250
Laboratory equipment		245,395		50,981		194,414		209,000
Equipment under capital lease		55,486		11,097		44,389		-
	$	323,204	$	68,365	$	254,839	$	226,484

Fiscal Year Ending December 31,	Lease Payments
2009	$	19,167
2010		9,583
Total minimum lease payments	$	28,750
Amount representing interest		( 3,164	)
Total obligation under capital lease	$	25,586

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