UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: ~~June 30~~December 31, 2013

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

For the transition period from _____________ to _____________

Commission File Number: 333-170542

Renewable Fuel Corp.

(Exact name of registrant as specified in its charter)

Nevada	2860	26-0892819
(State or Other Jurisdiction of	(SIC Code)	(I.R.S. Employer
Incorporation or Organization)		Identification Number)

7251 WEST LAKE MEAD BOULEVARD SUITE 300

LAS VEGAS, NEVADA 89128

(Address of Principal Executive Offices including Zip Code)

702-989-8978

(Registrant's Telephone Number, including are code)

~~_______________________________________________________________~~______________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of ~~August~~March 1924, ~~2013~~2014 is as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.0001 par value		213,282,443

TABLE OF CONTENTS

		Page
Part I	FINANCIAL INFORMATION		2
Part I - FINANCIAL INFORMATION			3
Item 1	FINANCIAL STATEMENTS		23
	CONSOLIDATED BALANCE SHEETS		23
	CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS		34
	CONSOLIDATED STATEMENTS OF CASH FLOWS		45
	NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS		56
Item 2	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS		20
Item 3	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK		2625
Item 4	CONTROLS AND PROCEDURES		2625
Part II	OTHER INFORMATION		27
Part II - OTHER INFORMATION			26
Item 1	LEGAL PROCEEDINGS		2726
Item 1A	RISK FACTORS		2726
Item 2	UNREGISTERD SALE OF SECURITIES AND USE OF PROCEEDS		2726
Item 3	DEFAULTS UPON SENIOR SECURITIES		2827
Item 4	MINE SAFETY DISCLOSURES		2827
Item 5	OTHER INFORMATION		2827
Item 6	EXHIBITS		2928
Signatures			3029

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Renewable Fuel Corp

(A Development Stage Entity)

Consolidated Balance Sheets

		June 30,				September 30,
	December 31,				September 30,
	2013	~~2013~~			2013	~~2012~~
	(Unaudited)	~~(Unaudited)~~
Assets
Cash and cash equivalents		$	1213,~~362~~507			$	3911,~~919~~766
Trade and other receivables			4,~~923~~523				54,~~116~~692
Accounts receivable, related party			11,~~634~~157				1211,~~096~~493
Inventories			4240,~~088~~361				4341,~~756~~575
Prepaid expenses and other current assets			673,~~884~~182				4137,~~331~~337
Total current assets			~~138~~72,~~891~~730				~~142~~106,~~218~~863
Plants in progress, net			2423,~~433~~430,~~456~~666				2524,~~401~~135,~~867~~720
Other property and equipment, net			2619,~~366~~018				4321,~~179~~568
Total Assets		$	2423,~~598~~522,~~713~~414			$	2524,~~587,~~264,151
Liabilities and Shareholders' Deficit
Liabilities
Current liabilities
Trade and other payables		$	~~706~~697,~~797~~493			$	~~534~~711,~~682~~037
Accounts payable, related parties (Note 7)			~~820~~973,~~677~~012				~~637~~902,~~438~~351
Accrued liabilities			~~117~~177,~~280~~258				67153,~~365~~482
Current portion of capital leases			89,~~596~~112				89,~~573~~272
Derivative liability - fair value of warrants			~~213~~199,~~500~~135				~~232~~206,~~302~~345
Term notes in default			29,~~643~~626,~~271~~770				2829,~~823~~896,~~421~~687
Total current liabilities			31,~~510~~682,~~121~~780				3031,~~303~~879,~~781~~174
Long-term capital lease obligations			106,~~365~~260				168,~~469~~379
Total liabilities			31,~~520~~689,~~486~~040				3031,~~320~~887,~~250~~553
Commitments and contingencies (Note 9)			-				-
Shareholders' Deficit
Common stock ($0.0001 par value; 500,000,000 shares authorized; 250,512,443 common shares issued, 213,282,443 outstanding as of June 30, 2013 and 250,477,815 common shares issued, 213,247,815 outstanding as of September 30, 2012)			25,051				25,048
Common stock ($0.0001 par value; 500,000,000 shares authorized;
Additional paid-in-capital			64,406,268				64,370,443
250,512,443 common shares issued, 213,282,443 outstanding as of December 31, 2013 and 250,477,815 common shares issued, 213,247,815 outstanding as of September 30, 2013)			25,051				25,051
Accumulated other comprehensive loss			(433,832)				(627,928)
Additional paid-in-capital			64,406,268				64,406,268
Accumulated deficit			(66,662,591)				(65,291,191)
Accumulated other comprehensive loss			(143,253	)			(345,490	)
Accumulated deficit			(67,518,703	)			(67,107,938	)
Treasury stock, cost
37,230,000 common shares held in treasury as of June 30, 2013 and September 30, 2012			(3,723)				(3,723)
37,230,000 common shares held in treasury as of December 31, 2013 and September 30, 2013			(3,723	)			(3,723	)
Total Renewable Fuel Corp stockholders' deficit			(23,~~668~~234,~~827)~~360	)			(13,~~527~~025,~~351)~~832	)
Non-controlling interest			(4,~~252~~932,~~946)~~266	)			(34,~~205~~597,~~635)~~570	)
Total shareholders' deficit			(68,~~921~~166,~~773)~~626	)			(47,~~732~~623,~~986)~~402	)
Total Liabilities and Shareholders' Deficit		$	2423,~~598~~522,~~713~~414			$	2524,~~587,~~264,151

Renewable Fuel Corp

(A Development Stage Entity)

Consolidated Statements of Operations and Other Comprehensive Loss

Three Months Ended

~~Nine~~Period ~~Months~~from ~~Ended~~Inception to

~~Period from Inception to~~

June 30, 2013

June 30, 2012

June 30, 2013

June 30, 2012

June 30, 2013

December 31, 2013

December 31, 2012

December 31, 2013

(Unaudited)

~~(Unaudited)~~

Revenue

~~47,971~~-

-325,020

~~172,551~~

~~325,020~~

Operating expenses

Cost of materials, shipping and insurance

4439,~~666~~640

-162,219

~~56,774~~

~~162,219~~

Impairment of plants and land held for sale

-45,327,147

~~45,327,147~~

Payroll and share-based compensation expense

8758,~~166~~249

6869,~~135~~672

~~274~~6,~~681~~093,193

~~242,990~~

~~5,956,958~~

Legal and professional fees

3130,~~924~~963

8052,~~232~~762

~~124~~2,~~250~~275,883

~~239,536~~

~~2,206,394~~

Depreciation

51,~~014~~961

5,~~372~~419

15121,~~489~~354

~~15,996~~

~~114,890~~

Other general and administrative expenses

6937,~~288~~546

8172,~~860~~158

~~202~~1,~~147~~858, 419

~~224,030~~

~~1,772,161~~

Total operating expenses

~~193~~128,~~392~~719

~~280~~239,~~265~~651

~~616~~55,~~567~~838,215

~~779,326~~

~~55,539,769~~

Loss from operations

(~~193~~128,~~392~~719

)

(~~232~~239,~~294~~651

)

(~~616~~55,~~567~~513,195

)

~~(606,775~~

)

~~(55,214,749~~

)

Other income (expense)

Interest expense

(619,~~660~~425

)

(~~576~~630,~~754~~937

)

(110,~~853~~704,~~617~~572

)

~~(1,660,884~~

)

~~(9,457,601~~

)

Gain (loss) on change in fair value of derivative liability

67,~~284~~210

~~(82~~6,~~646~~170

)

1860,~~802~~755

~~(64,133~~

)

~~46,390~~

Other income

~~8,268~~-

-16,487

32238,~~671~~997

~~51,742~~

~~238,850~~

Total other expense

(~~605~~612,~~108~~215

)

(~~659~~608,~~400~~280

)

(110,~~802~~404,~~144~~820

)

~~(1,673,275~~

)

~~(9,172,361~~

)

Loss before income taxes

(~~798~~740,~~500~~934

)

(~~891~~847,~~694~~931

)

(265,~~418~~918,~~711~~015

)

~~(2,280,050~~

)

~~(64,387,110~~

)

Income tax expense

-(4,527

)

-(4,527

)

Net loss

(~~798~~745,~~500~~461

)

(~~891~~847,~~694~~931

)

(265,~~418~~922,~~711~~542

)

~~(2,280,050~~

)

~~(64,387,110~~

)

Net loss attributable to non-controlling interest

(~~352~~334,~~418~~696

)

(~~329~~349,~~548~~564

)

(14,~~047~~935,~~311~~989

)

~~(944,491~~

)

~~(4,256,669~~

)

Net loss attributable to Renewable Fuel Corp

(~~446~~410,~~082~~765

)

(~~562~~498,~~146~~367

)

(160,~~371~~986,~~400~~553

)

~~(1,335,559~~

)

~~(60,130,441~~

)

Dividends on preferred stock

-6,565,638

~~1,192,445~~

~~6,565,638~~

Net loss available to common stockholders

(~~446~~410,~~082~~765

)

(~~562~~498,~~146~~367

)

(167,~~371~~552,~~400~~191

)

~~(2,528,004~~

)

~~(66,696,079~~

)

Other comprehensive loss:

Net loss

(~~798~~745,~~500~~461

)

(~~891~~847,~~694~~931

)

(265,~~418~~922,~~711~~542

)

~~(2,280,050~~

)

~~(64,387,110~~

)

Currency translation adjustment

~~133~~202,~~170~~237

~~195~~(64,~~973~~303

)

~~194~~(143,~~096~~253

)

~~14,141~~

~~(433,832~~

)

Comprehensive loss

(~~665~~543,~~330~~224

)

(~~695~~912,~~721~~234

)

(266,~~224~~065,~~615~~795

)

~~(2,265,909~~

)

~~(64,820,942~~

)

Net loss attributable to non-controlling interest

(~~352~~334,~~418~~696

)

(~~329~~349,~~548~~564

)

(14,~~047~~935,~~311~~989

)

~~(944,491~~

)

~~(4,256,669~~

)

Comprehensive loss attributable to non-controlling interest

~~100~~137,~~986~~329

95(53,~~714~~256

)

~~147~~200,~~427~~821

~~7,293~~

~~9,621~~

Comprehensive loss attributable to Renewable Fuel Corp

(~~413~~345,~~898~~857

)

(~~461~~509,~~887~~414

)

(161,~~324~~330,~~731~~627

)

~~(1,328,711~~

)

~~(60,573,894~~

)

Net loss per share available to common stockholders, basic and diluted

(0.002

)

(0.~~003~~002

)

(0.~~006~~388

)

~~(0.013~~

)

~~(0.387~~

)

Weighted average number of common shares outstanding

213,282,443

213,~~010~~278,~~505~~566

~~213~~174,~~281~~146,~~466~~603

~~188,380,021~~

~~172,518,892~~

Renewable Fuel Corp

(A Development Stage Entity)

Consolidated Statements of Cash Flow

	For the Nine Months Ended						Period From Inception to
	For the Three Months Ended						Period From Inception to
	June 30, 2013			June 30, 2012			June 30, 2013
	December 31, 2013			December 31, 2012			December 31, 2013
	(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities
Net loss	$	(2745,~~418,711~~461	)	$	(2847,~~280,050~~931	)	$	(6465,~~387~~922,~~110~~542	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		151,~~495~~961			155,~~996~~419			~~114~~121,~~908~~379
Impairment of plant and leasehold land		-			-			45,327,147
Non-cash share-based compensation expense		~~1,878~~-			171,~~879~~878			3,438,256
Shares issued for legal and professional expenses		-			-			300,000
Bad debt expense		-			-			88
Loss on foreign exchange		-			-			97,640
Interest expense recorded into principal balance of loan		1612,~~834,232~~442			1621,~~645,777~~534			910,~~427~~659,~~435~~346
Change in fair value of derivative liability		(187,~~802~~210	)		64(6,~~133~~170	)		(4660,~~390~~755	)
Gain on disposal of investments and other		-			-			(60,088	)
Changes in:
Trade and other receivables		-			~~(12,549~~- -	)		72,779
Other current assets		~~(28~~33,~~673~~555	)		~~(57~~33,~~656~~351	)		~~491~~555,~~515~~683
Inventories		-			-			(41,992	)
Other assets		-			-			15,528
Trade and other payables		~~187~~1,~~911~~750			74220,~~698~~552			(~~409~~391,~~473~~856	)
Accounts payable, related parties		~~198~~81,~~163~~885			72(85,~~344~~196	)		~~603~~776,~~715~~929
Accrued liabilities		5125,~~406~~251			156,~~298~~317			(~~527~~464,~~687~~903	)
Net cash used in operating activities		(177,101	)		(444,130	)		(5,583,729	)
Net cash provided by (used in) operating activities		4,173			(50,246	)		(5,577,361	)
Cash flows from investing activities
Fixed asset additions		-			-			(100,274	)
Proceeds from disposal of investments		-			-			116,196
Net cash provided by investing activities		-			-			15,922
Cash flows from financing activities
Advances from shareholders		-			-			7,209,527
Proceeds from loan advance		~~122,499~~-			~~144,591~~-			270,~~808~~ 077
Payments to contractors		-			-			(6,822,905	)
Cash received in share exchange agreements		-			-			137,157
Payments on capital lease obligations		(51,~~228~~790	)		(41,~~068~~761	)		(3740,~~519~~385	)
Proceeds from share issuances		~~33,950~~-			~~323~~33,~~119~~950			4,695,083
Net cash provided by financing activities		~~151~~(1,~~221~~790	)		~~463~~32,~~642~~189			5,~~452~~448,~~151~~554
Net increase (decrease) in cash		~~(25~~2,~~880~~383	)		19(18,~~512~~057	)		(~~115~~112,~~656~~885	)
Effect of exchange rate changes		(~~1,677~~642	)		21,~~129~~166			~~106~~104,~~623~~997
Cash, beginning of period		3911,~~919~~766			4739,~~913~~919			21,395
Cash, end of period	$	1213,~~362~~507		$	6923,~~554~~028		$	1213,~~362~~507
Supplemental cash flow information
Interest paid	$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-
Non-cash investing and financing activities disclosures:
Vehicle financed through capital lease	$	-		$	-		$	41,351
Non-cash plant additions in accounts payable	$	-		$	-		$	16,224,412
Conversion of shareholders advances to common stock	$	-		$	-		$	7,492,530
Net assets acquired in share exchanges	$	-		$	-		$	9,520,525
Conversion of trade payables to preferred stock	$	-		$	-		$	31,283,340
PBC treasury stock exchange agreement	$	-		$	-		$	3,723
Dividends accrued on preferred stock	$	-		$	~~1,192,445~~-		$	6,565,638
Fair value of warrants as derivative liability	$	-		$	-		$	259,890
Conversion of preferred stock to common stock	$	-		$	~~38,856,078~~-		$	38,856,078
Conversion of account payable, related parties to preferred stock	$	-		$	-		$	1,007,100

Renewable Fuel Corp

Notes to the Unaudited Consolidated Financial Statements

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Corporate Information - Renewable Fuel Corp (A Development Stage Company) is a public reporting entity originally planned to be an integrated producer, blender and distributor of biodiesel and blended fuels. Renewable Fuel Corp ("Renewable Fuel" or the "Company") was incorporated in the State of Nevada on September 11, 2007. Renewable Fuel owns a license to produce biodiesel products in Malaysia and two additional biodiesel licenses in Indonesia. Renewable Fuel Corp anticipates entering the biofuel production and distribution business during fiscal year ~~2013~~2014.

The Company has incurred losses since inception, has not commenced operations, substantially all of their assets are impaired and the Company’s auditors have issued a going concern opinion on the audited financial statements for the most recent fiscal year ended September 30, ~~2012~~2013.

Renewable Fuel conducts its Indonesian operations through its two wholly-owned Malaysian subsidiaries, Century Corp Sdn. Bhd. ("Century") and Optimis Teguh Sdn. Bhd. ("Optimis"). Century and Optimis own two Indonesian entities, PT Plant Biofuel Indonesia ("PTPBI") and PT Optimis Teguh Indonesia ("PTOTI"), respectively, which own the licenses for the Company's planned biodiesel production in Indonesia.

Renewable Fuel acquired Century and Optimis through a transaction with their original parent Bio Refining Industries Inc. ("BRII") on September 5, 2008, through a share exchange agreement in a transaction accounted for as a reverse merger, with BRII as the accounting acquirer of Renewable Fuel. Since the original shareholders of Century received the largest portion of ownership and control of BRII, Century was treated as the accounting acquirer.

Renewable Fuel will conduct its Kuantan operations through its two Malaysian subsidiaries, Plant Biofuels Corporation Sdn. Bhd. ("PBC") and Research Fuel Corp Sdn. Bhd. ("Research"). PBC and Research were acquired by Renewable Fuel Corp through an acquisition accounted for as a reverse merger in December 2007.

The accounts of Optimis, PTOTI, Renewable Fuel, PBC and Research have been included in Renewable Fuel’s consolidated financial statements from the acquisition date of September 5, 2008, the date of the share exchange agreement between Renewable Fuel and BRII. The historical financial statements for the year ended September 30, 2008 and the period from inception (October 1, 2006) through September 5, 2008 are those of the accounting acquirer, Century. The historical financial results of the accounting acquirer consist of the combined operating results of Century, and its 99% owned subsidiary, PTPBI ("Century Consolidated").

Renewable Fuel’s biodiesel plant in Malaysia was substantially completed and available for glycerine production at its location in Kuantan. The Kuantan plant has a nameplate capacity license and underlying infrastructure to produce 60 million gallons annually (MGA), twice the current production capacity. The refinery is designed to produce biodiesel from multiple feedstocks. The plant, operated by Renewable Fuel’s subsidiary PBC is capable of producing 30 MGA of Palm Oil Methyl Ester ("PME") biodiesel and 2.4 MGA of refined glycerin. The glycerine refining unit has been designed to operate independently from the biodiesel production unit.

The Company is currently in non-compliance with debt covenants on the term loan facilities of approximately $29.6 million as of ~~June~~December 3031, 2013 and has not made any installment repayments beginning with the due date of December 1, 2010. ~~The Company received a statement dated June 10, 2013 from the bank stating the outstanding payable for late installment payments was approximately $21.3 million.~~ The term loans are secured by First Priority Interest over all existing property, plant and equipment, and all fixed and floating assets of PBC. The facilities are jointly and severally guaranteed by both of the PBC directors.

The Bank has not notified us that we are in default and has not taken any action as a result of default. If the Bank declares a default, which it has the current right to do, the Bank may foreclose on the note as a consequence and we could lose all PBC assets.

The Management of PBC is actively negotiating with the bank to restructure the facilities or reschedule the facilities repayment. The bank has verbally indicated their willingness to review and assess the biodiesel industry as a whole, including all key industry participants and to find a solution that would cure the distress.

The Company’s management is confident that their feedstock strategy using non-food based material, will lead the Company to a sustainable operation. Although the Company has held preliminary discussions concerning acquiring Crude Palm Oil (“CPO”) and alternative tallow-based feedstocks from regional suppliers, the Company has no contracts, agreements or commitments in place at this time. The Company’s management believes that the combined capacities of these suppliers or alternative available suppliers will be able to meet the production requirement per annum.

In addition, Renewable Fuel leases, under 20-year leases, two adjacent 10 acre sites, each with 60 MGA nameplate licenses and deep water access in Dumai, Indonesia. Plant construction has been minimal to date and primarily consists of design and engineering plans to accept multiple feedstock types.

Renewable Fuel's business strategy is to begin operations in the Kuantan plant, first producing and marketing only refined (pharmaceutical and technical grade) glycerine from purchased crude glycerine. Subsequently, Renewable Fuel plans to begin producing and selling refined glycerine from crude glycerine produced in the Kuantan plant, refined, bleached and deodorized ("RBD") CPO and biodiesel from tallow-based feedstocks. Management has impaired the asset value of the plant in Kuantan, and the fair value estimate, at the time of the impairment, for the Kuantan plant was based on what management believes a market participant would be willing to pay to purchase the plant based on the discounted cash flows the market participant could reasonably expect to generate operating the plant. The estimates are based on the company’s assumptions that it will be able to operate the plant profitably and includes the company’s estimates of the current status of the biodiesel market, estimates of revenues, costs of sales, general and administrative costs, shipping costs, and incentives. These assumptions and estimates are made without the Company having any historical information to rely on. To date, the Company has not operated the plant profitably. The two largest factors in projecting cash flows from operating the plant are the prices we receive for selling biodiesel and the cost of the feedstock necessary to produce the biodiesel. Any changes in the company’s assumptions and estimates and changes in market conditions could impact the value of the ~~company~~Company’s plant assets. Details of the impairment are further discussed in the paragraph "Impairment of Long-Lived Assets" in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

After the Kuantan plant is fully operational, management plans to leverage cash flows from operations to fund the Kuantan expansion of a second production unit, doubling production to the nameplate capacity and in turn fund sequential completion of the two plants in Dumai. Construction on the two Indonesian facilities is not anticipated until after the Kuantan plant is fully operational and construction financing is available.

It is currently not determinable when conditions will exist, if ever, to continue construction of the two Indonesian plants. The contract period for PTPBI Indonesian plant construction expired and both Century Corp, owner of PTPBI, and Plant & Offshore Technology Sdn Bhd, the contractor, mutually agreed to terminate the construction contract on August 23, 2011. Should funding become available and the construction portion of the licenses be re-approved, we believe we will be able to successfully negotiate a new construction contract.

The Company maintains a website at www.rfuelcorp.com. Nothing on that website is part of this Report.

The business strategy is dependent upon Renewable Fuel obtaining additional financing to acquire feedstock and to make the plant operational. Renewable Fuel is in discussion with the bank to extend the existing loan and provide additional funds to fund start-up of the plant. If Renewable Fuel and the bank cannot come to terms then the Company will look at refinancing the loan and obtaining a working capital line with another entity.

Interim Consolidated Financial Statements - The accompanying unaudited interim consolidated financial statements have been prepared pursuant to accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the year ending September 30, ~~2012~~2013 have been omitted. These unaudited interim consolidated financial statements include the accounts of Renewable Fuel Corp and its subsidiaries.

Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

A Development Stage Company - The accompanying financial statements have been prepared in accordance with FASB ASC Topic 915 Development Stage Entities. A development stage enterprise is one in which planned principal operations have not commenced; or if its operations have commenced, there have been no significant revenues derived there from. As of ~~June~~December 3031, 2013, Renewable Fuel has not fully commenced operations nor has it received significant revenues from its planned principal operations.

Inventories – Inventories, consisting of raw materials and finished goods are recorded using the lower of cost or market value with cost, determined using primarily the first in-first out (FIFO) method.

Property, Plant and Equipment, Net - Property and equipment are stated at historical cost net of accumulated depreciation and accumulated impairment charges. Maintenance and repairs are charged against operations as incurred and major replacements or betterments are capitalized. Depreciation is provided using the straight-line method based on the estimated useful lives of the assets as follows:

Description		Useful life (in years)
Office renovation		10
Furniture and equipment		4-10
Autos and trucks		5
Computer equipment		4-5
Leasehold improvements		Shorter of the useful life or term of the lease

Plants in progress represents costs associated with property, plant and equipment under construction at Renewable Fuel’s production facilities. Plants in progress is stated at cost, which includes the cost of construction and other direct costs attributable to the production facility construction, including a portion of interest costs incurred during the related construction period, as well as direct labor and related benefits. The amount of capitalized interest in a period is determined by applying an interest rate, which is based upon borrowings outstanding during the period, to the average amount of accumulated expenditures during the period not to exceed the total amount of interest cost incurred during the period. Such costs are reclassified to an appropriate fixed asset classification and depreciated when the asset is placed into service.

Impairment of Long-Lived Assets – Long-lived assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of, consisting of land plots held for sale, are reported at the lower of the carrying amount or fair value less costs to sell.

Debt Modifications – Debt modifications are evaluated to determine if resulting cash flows have been significantly affected by changes in principal amounts, interest rates, terms or maturity. Restructurings are evaluated for treatment as debt extinguishments or simple modifications. Restructurings to date have all been treated as modifications as the net present value of cash flow requirements have not been significantly affected.

Repurchase of Common Shares into Treasury – The Company utilizes the cost method to account for all treasury stock transactions, which are valued at the Company’s estimate of the consideration granted in return for the shares.

Non-controlling Interest – Non-controlling interest accounting is applied for any entities where the Company maintains less than 100% ownership. The Company clearly identifies the non-controlling interest in the balance sheet and income statement including all measures of: net loss, net loss attributable to non-controlling interest, and net loss attributable to Renewable Fuel. Operating cash flows in the consolidated statements of cash flows reflect net loss, while basic and diluted earnings per share calculations reflect net loss attributable to Renewable Fuel.

The net loss attributable to non-controlling interest of PBC contributed approximately $1.0.3 million, $0.93 million and $4.39 million for the ~~nine~~three months ended ~~June~~December 3031, 2013, 2012 and from Inception October 1, 2006 to ~~June~~December 3031, 2013, respectively from RFC’s 49% ownership in PBC upon its spin-off of the 51% ownership to DCSB on February 2, 2010. (See Note 3: Spin Off of Plant Biofuels Corporation)

Warrants – The Company reviews the key terms of warrants issued, including all conversion rates and down round provisions which protect the holder from changes to the our capitalization or future declines in our share price.

On October 1, 2009, the Company reclassified warrants granted through September 30, 2009 from paid in capital to a derivative liability. Holders of those warrants are generally protected from anti-dilution by adjustments for any stock dividends, stock splits, combinations or other recapitalization. The Company reviewed the terms of the warrants and determined that they represented an embedded derivative due to the fact that the warrant is not indexed to its own stock and it was previously presented as stockholders equity. The fair value of the related warrants is determined at the end of each accounting period, with any changes in fair value being recorded as other income or expense.

Revenue Recognition – The Company recognizes revenues from the sale of biodiesel, refined glycerine and related byproducts produced by the Company. Revenues are recognized when there is persuasive evidence of an arrangement, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

The Company also earns revenue for consulting services rendered to other companies in the industry. Revenues under these contracts are recognized during the period when related services are rendered.

Foreign Currency Translation and Other Comprehensive Income - The reporting currency of Renewable Fuel is the US Dollar. The functional currency of Renewable Fuel’s Malaysian subsidiaries is the Malaysian Ringgit (RM) while the functional currency of the Indonesian subsidiaries is the Indonesian Rupiah (IDR).

For the subsidiaries whose functional currencies are other than the US Dollar, all assets and liabilities accounts were translated at the exchange rate on each respective balance sheet date; stockholders' deficit is translated at the historical rates and items in the income and cash flow statements are translated at the average rate for the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income on the balance sheets. The resulting translation gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

The average and closing rates used in the translated of foreign currency amounts are as follow:

	June 30, 2013					June 30, 2012
		December 31, 2013					December 31, 2012
		Closing Rate USD		Average Rate USD			Closing Rate USD		Average Rate USD
		Closing Rate		Average Rate			Closing Rate		Average Rate
RM			0.3168		0.3230			0.3133		0.3137
		USD		USD			USD		USD
1,000 IDR			0.1010		0.1029			0.1063		0.1092
RM			0.3036		0.3046			0.3344		0.3319
1,000 IDR			0.0822		0.0822			0.1040		0.1044

Net Loss per Common Share – Renewable Fuel presents earnings basic net loss per common share computed by dividing net loss attributable to the Company's common stockholders by the weighted-average number of commons shares outstanding during the period. Diluted net loss per common share is computed by giving effect to all potential dilutive common shares, including options, warrants, and convertible preferred stock. Basic and diluted net loss per common share was the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive.

New Accounting Pronouncements – The following accounting standards which may impact our financial statements were issued as of ~~June~~December 3031, 2013. A description of the standards and an assessment of its impact on our financial reporting are noted below:

In April 2013, the Financial Accounting Standards Board issued ASU 2013-07: Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting: The objective of the amendments in this Update is to clarify when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. This Update may impact the Company’s future transaction accounting and disclosures particularly if the Company enters into imminent liquidation.

In March 2013, the Financial Accounting Standards Board issued ASU 2013-05: Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity: The objective of the amendments in this Update is to resolve the diversity in practice about whether Subtopic 810-10, Consolidation-Overall, or Subtopic 830-30, Foreign Currency Matters-Translation of Financial Statements, applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity. In addition, the amendments in this Update resolve the diversity in practice for the treatment of business combinations achieved in stages (step acquisitions) involving a foreign entity. The amendments in this Update are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. For nonpublic entities the amendments in this Update are effective prospectively for the first annual period beginning after December 15, 2014, and interim and annual periods thereafter. The amendments should be applied prospectively to de-recognition events occurring after the effective date. Prior periods should not be adjusted. Early adoption is permitted. This Update will impact the Company’s future business combinations and disposition activities’ transaction accounting.

910

In February 2013, the Financial Accounting Standards Board issued ASU 2013-04: Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. For nonpublic entities, the amendments are effective for fiscal years ending after December 15, 2014, and interim periods and annual periods thereafter. Early adoption is permitted. This Update may impact the Company’s future transaction accounting and disclosures particularly if the Company enters into such liabilities arrangements.

In ~~February~~January 2013, the Financial Accounting Standards Board issued ASU 2013-0201: ~~Comprehensive~~Balance ~~Income~~Sheet (Topic ~~220~~210): ~~Reporting~~Clarifying ofthe ~~Amounts~~Scope ~~Reclassified~~of ~~Out~~Disclosures ofabout ~~Accumulated~~Offsetting ~~Other~~Assets ~~Comprehensive~~and ~~Income.~~Liabilities: The ~~amendments~~main objective in developing this Update ~~apply~~is to ~~all~~address ~~entities~~implementation ~~that~~issues ~~issue~~about ~~financial~~the ~~statements~~scope ~~that~~of ~~are~~Accounting ~~presented~~Standards inUpdate ~~conformity with U~~No.S. ~~GAAP~~2011-11, ~~and~~Balance ~~that~~Sheet ~~report~~(Topic ~~items~~210): ofDisclosures ~~other~~about ~~comprehensive~~Offsetting ~~income.~~Assets ~~Public~~and ~~companies are required to comply with these amendments for all reporting periods presented, including interim periods~~Liabilities. ~~Nonpublic~~An ~~entities~~entity ~~are~~is required to ~~comply~~apply ~~with all~~ the ~~requirements of the~~ amendments for ~~annual~~fiscal ~~reporting~~years ~~periods.~~beginning ~~For~~on ~~public~~or ~~entities,~~after ~~the~~January ~~amendments~~1, ~~are~~2013, ~~effective~~and ~~prospectively~~interim ~~for reporting~~ periods ~~beginning~~within ~~after~~those ~~December~~annual ~~15, 2012~~periods. ~~For~~The ~~nonpublic~~Company ~~entities,~~adopted ~~the~~this ~~amendments~~standard ~~are~~ effective ~~prospectively~~October ~~for reporting periods beginning after December 15~~1, 2013. ~~Early~~and ~~adoption~~it isdid ~~permitted. This revised standard is~~ not ~~expected to~~ have a material impact on the consolidated financial statements.

In January 2013, the Financial Accounting Standards Board issued ASU 2013-01: Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities: The main objective in developing this Update is to address implementation issues about the scope of Accounting Standards Update No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. An entity is required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. This revised standard may have impact on the Company future consolidated financial statements.

NOTE 2—LIQUIDITY AND GOING CONCERN CONSIDERATIONS

The accompanying consolidated condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced cumulative losses of $6667.75 million from October 1, 2006 (inception) through ~~June~~December 3031, 2013, has net negative equity of $68.92 million and has not commenced operations. This raises substantial doubt about the Company’s ability to continue as a going concern.

The Company is currently in non-compliance with debt covenants on the term loan facilities and has not made any installment repayments as they became due beginning on December 1, 2010. The term loans are secured by first priority interest over all existing property, plant and equipment, and all fixed and floating assets of PBC. The facilities are jointly and severally guaranteed by both the PBC directors.

The management of PBC is actively negotiating with the bank to restructure the facilities or reschedule the facilities repayment. The bank has verbally indicated their willingness to review and assess the biodiesel industry as a whole with all the players in the industry and to find a solution that will cure the distress.

The Company has held discussions with a number of potential lenders to provide the necessary financing to refinance the debt with the bank, to complete construction and maintenance of the PBC plant to make it operational for biofuel, to finance the acquisition of feedstock and inventory and to provide additional working capital necessary to operate the plant through fiscal year ~~2013~~2014. These discussions are in preliminary stages and certain lenders are in the process of performing due diligence. The ultimate outcome of these on-going discussions is unknown.

Renewable Fuel is undertaking various plans and measures to raise capital through debt and equity offerings, which it believes will increase funds available for development and working capital. However, no assurances can be given that those plans and measures will be successful in increasing funds for the development and operations of the Company.

~~Should the Company be unsuccessful in obtaining debt or equity financing in 2013, it is likely that the bank will foreclose on the PBC plant.~~11

~~The~~Should ~~accompanying financial statements have been prepared on a going concern basis, which contemplates~~ the ~~realization~~Company ofbe ~~assets~~unsuccessful ~~and the satisfaction of liabilities~~ in ~~the~~obtaining ~~normal~~debt ~~course~~or ofequity ~~business.~~financing ~~These~~in ~~financial~~2014, ~~statements~~it dois ~~not~~likely ~~include~~that ~~any adjustments to~~ the ~~recoverability~~bank ~~and~~will ~~classification~~foreclose ofon ~~recorded asset amounts or~~ the ~~amount~~PBC ~~and classification of liabilities that might be necessary should the Company be unable to continue as a going concern~~plant.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to the recover ability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3—SPIN OFF PLANT BIOFUELS CORPORATION

As a result of Renewable Fuel's purchase of PBC in December 2007, PBC was not in compliance with several debt covenants, and in technical default on its primary loan facility with a Malaysian bank (see "Note 5 - Term Loans in Default" for additional information regarding the loan facility). The primary issue involved the stipulation that the obligor on the loan facility, PBC, must be owned by at least a simple majority of domiciled Malaysian citizens. In order to cure the default the Company transferred 51% of the common shares of PBC to Dakap Capaian Sdn. Bhd. ("DCSB"), a company wholly-owned and controlled by two of the Company's directors.

The transaction to transfer PBC shares to DCSB was completed on February 2, 2010 as follows.

1.	Each of the two companies that formerly owned PBC, transferred 51% of the Renewable Fuel stock they received as consideration for the sale of PBC.

2.	Renewable Fuel transferred 51% of the PBC shares it acquired in December 2007 to DCSB.

These transfers are intended to be temporary, were undertaken for the sole purpose of curing the debt covenant default, and per the share exchange agreement will unwind and revert to prior ownership levels at the time that the debt with the Bank is extinguished. The Company has classified the common shares it received in exchange as Treasury Stock, to revert back to the original owners in the future. The Company reviewed the valuation of the 51% ownership in PBC and in turn determined that the fair value of the consideration of this transaction was equal to $3,723, which is the par value of the Company’s common shares.

The transfer of 51% of the stock of PBC to DCSB, among other obligations in the transfer agreement, states that at such time the bank debt is satisfied, 100% ownership of PBC will be transferred back to the Company. Based upon terms of the share exchange agreement, management has determined that PBC is a wholly owned subsidiary for accounting purposes as a variable interest entity to the Company. In addition, the Company is providing full management, operational and financial support to PBC.

In addition, PBC executed a loan agreement for $20.1 million to recognize advances made by Renewable Fuel to date. This loan is to be paid together with estimated interest of $5.5 million in 48 equal monthly installments, beginning January 1, 2015. The loan balances have been eliminated in the Company’s consolidated financial statements.

1112

NOTE 4—PROPERTY, PLANT AND EQUIPMENT, NET

Property and equipment, net consisted of the following at:

	June 30, 2013			September 30, 2012
	December 31, 2013			September 30, 2013
Buildings and improvements	$	2928,~~946~~718		$	3129,~~132~~582
Furniture and equipment		2726,~~938~~794			2927,~~025~~588
Computer equipment		2120,~~481~~696			2221,~~150~~196
Vehicles		6462,~~753~~097			6763,~~320~~965
Total		~~144~~138,~~118~~305			~~149~~142,~~627~~331
Less - accumulated depreciation		(~~117~~119,~~752~~287	)		(~~106~~120,~~448~~763	)
Property and equipment, net	$	2619,~~366~~018		$	4321,~~179~~568

Plants in progress consisted of the following at:

	June 30, 2013			September 30, 2012
	December 31, 2013			September 30, 2013
PBC plant and leasehold interest in land	$	4442,~~391~~570,~~915~~564		$	4643,~~151~~851,~~378~~465
Century/PTPBI plant and leasehold interest in land		16,~~835~~091,~~470~~706			1716,~~502~~584,~~015~~569
Optimis/PTOTI plant		12,~~752~~229,~~273~~062			1312,~~257~~597,~~707~~021
Total		7370,~~979~~891,~~658~~332			7673,~~911~~033,~~100~~055
Less - accumulated impairment losses		(4947,~~546~~460,~~202~~666	)		(5148,~~509~~897,~~233~~335	)
Plants in progress, net	$	2423,~~433~~430,~~456~~666		$	2524,~~401~~135,~~867~~720

Renewable Fuel leases the land for its plants under 20 and 99 year agreements and capitalizes the upfront payments for the leasehold interests. The carrying amount for the land includes these upfront lease payments and land costs, duties and professional fees incurred in relation to the acquisition of the land. Both of the lands are only for industrial purposes, and entitle to tenure renewal upon lease tenure maturity.

During 2009, the Company performed a fair value assessment on the plants and leasehold interest in land which resulted in substantial impairment. No additional impairment expense has been recorded since 2009. Changes in the accumulated impairment losses are a result of foreign currency translation adjustments.

Estimated plant useful life is 15 years and depreciation will begin once the plant is placed in service.

1213

NOTE 5—TERM LOANS IN DEFAULT

PBC was in default which stemmed from a debt covenant requiring the Company to obtain the bank’s approval prior to engaging in activities that would change ownership of PBC. The Company's acquisition of PBC in December, 2007 occurred without the bank's approval. The bank requires that majority ownership of creditors be domiciled Malaysian. The Company cured this default by engaging in a divesture of 51% of the legal ownership to a wholly-owned Malaysian entity in February 2010.

In May 2010, PBC negotiated modifications to its loan facility with the Malaysian bank. The modifications, effective November 2009, extended the availability period of the revolving line of credit from December 2009 to December 2010, the maturity of the term loans from six years to seven years and the first monthly payment date from January 2010 to November 2010. These modifications resulted in the Company being in compliance with the terms of the loan.

However, since December 2010 PBC was unable to remit its first installment repayment to the bank in accordance with the repayment schedule. PBC has been served with a second reminder notice from the bank, which put PBC in default.

Debt consisted of the following as of:

	June 30,		September 30,
	December 31,		September 30,
	2013		~~2012~~2013
Term loan maturing November 7, 2014, payable in monthly installments of $37,000 beginning December 1, 2010, bearing interest at 8.3% as of June 30, 2013.	$	1,797,567	$	1,634,239
Term loan maturing November 7, 2014, payable in monthly installments of $37,000 beginning December 1, 2010, bearing interest at 8.3% as of December 31, 2013.	$	1,795,523	$	1,812,436
Term loan maturing November 7, 2014, payable in monthly installments of $580,000 beginning January 1, 2011, bearing interest at 8.3% as of June 30, 2013.		27,845,704		27,189,182
Term loan maturing November 7, 2014, payable in monthly installments of $580,000 beginning January 1, 2011, bearing interest at 8.3% as of December 31, 2013.		27,831,247		28,084,251
Total term loans in default, current	$	29,~~643~~626,~~271~~770	$	2829,~~823~~896,~~421~~687

The Company has classified the term loans as a current liability due to the fact that planned principal payments were not made following the end of period ended ~~June~~December 3031, 2013. As of ~~June~~December 3031, 2013, the term loan payable in default amounted to $2120,~~345~~162,~~301~~932.

In January 2013 and 2012, the bank advanced a total of approximately $~~120~~119,~~118~~000 and $~~146~~144,~~018~~000 respectively to the Company for expenses incurred on the Malaysian plant for its Industrial All Risks insurance policy, and the plant’s independent assessment. This amount is included within the total term loan outstanding by the bank and is carrying the same interest rate as the term loan.

The Company incurred interest expense of $~~1.9~~619K million and $~~1.7~~631K ~~million~~ during the ~~nine~~three months ended ~~June~~December 3031, 2013 and 2012, respectively.

1314

NOTE 6—STOCKHOLDERS' EQUITY

Common Stock

From October 1, ~~2011~~2012 through September 30, ~~2012~~2013, the Company issued ~~491~~33,~~740~~950 shares of its restricted common stock to individuals at $1.00 per share for consideration totaling $~~491~~33,~~740~~950.

During the nine months ended June 30, 2013 the Company issued 33,950 shares of its restricted common stock to individuals at $1.00 per share for cash consideration totaling $33,950.

Common Stock Options

The Company’s CEO receives common stock options equal to 5% of all equity transactions, as defined in his employment agreement, including common and preferred stock issuances. The options have immediate vesting terms and have a contractual life of ten years. The following table outlines common stock options granted to the CEO since inception:

	Exercise price		~~Exercise price~~
Date Issued	Options issued		per share		Fair Value
December 31, 2007		3,650,000	$	0.10	$	319,697
September 5, 2008		6,045,400	$	0.07		390,822
September 24, 2008		458,584	$	1.00		22,831
Year ended September 30, 2009		1,304,968	$	1.00		747,765
Year ended September 30, 2010		57,850	$	1.00		33,150
Year ended September 30, 2011		81,740	$	1.00		57,813
Year ended September 30, 2012		24,578	$	1.00		17,383
Nine months ended June 30, 2013		1,696	$	1.00		1,200
Year ended September 30, 2013		1,696	$	1.00		1,200
Total issued since inception		11,624,816			$	1,590,661

The fair value of each option grant is estimated at the date of grant using the Black-Scholes pricing model with the following assumptions for grants during the ~~nine~~three months ended ~~June~~December 3031, 2013 and the period from October 1, 2006 (Inception) through ~~June~~December 3031, 2013:

	June 30, 2013			Inception to June 30, 2013
	December 31, 2013			Inception to December 31, 2013
Weighted average fair value of options granted	$	0.71		$	0.14
Dividend yield		0	%		0	%
Approximate risk-free interest rates		2.13	%		1.43	%
Estimated volatility		91	%		122	%
Expected term in years		5			5
Weighted average fair value of common stock	$	1.00		$	0.19

1415

Compensation expense recognized in the accompanying consolidated statement of operations related to the Employee Options and CEO Options for the ~~nine~~three months ended ~~June~~December 3031, 2013 and 2012 and for the period from October 1, 2006 (Inception) through ~~June~~December 3031, 2013, were NIL, approximately $1,200, ~~$11,400~~ and $1,508,000, respectively.

The following table summarizes information about common stock options granted, exercised, forfeited, vested and exercisable:

	Options		Weighted- Average Exercise Price
Outstanding at September 30, 2012		14,823,120		0.21
Outstanding at September 30, 2013		14,824,816		0.21
Granted		~~1,696~~		~~1.00~~
Forfeited		-		-
Exercised		-		-
Options exercisable – June 30, 2013		14,824,816	$	0.21
Options exercisable – December 31, 2013		14,824,816	$	0.21
Options vested or expected to vest		14,824,816	$	0.21

On July 20, 2012, the Company extended the term of options issued prior to July 20, 2012 an additional three years from the date of vesting. As a result, the Company recorded approximately $1.1 million of stock based compensation during the fourth quarter of fiscal 2012.

The following is a summary of options outstanding and exercisable at ~~June~~December 3031, 2013:

				Weighted-Average				Weighted-Average
Exercise		Options		Remaining		Options		Remaining
Price		Outstanding		Contractual Life		Exercisable		Contractual Life
$	0.07		6,045,400		87.27		6,045,400		87.27
$	0.10		6,850,000		7.50		6,850,000		7.50
$	1.00		1,929,416		8.72		1,929,416		8.72
$	0.20		14,824,816		7.96		14,824,816		7.96

Common Stock Warrants

On February 20, 2009, the Company issued a warrant to purchase 600,000 shares of the Company's common stock, to an individual as compensation for services rendered in connection with equity capital raising activities. Under the warrant the holder may purchase up to 600,000 shares of common stock for $1.00 per share. Holders of the Company's common stock warrants are generally protected from anti-dilution by adjustments for any stock dividends, stock splits, combinations or other recapitalization.

On July 20, 2012 the Company extended the warrant expiration date for an additional three years.

For purposes of determining the fair value of the common stock warrant, the Company used the Black-Scholes option pricing model and the assumptions set forth in the table below.

The weighted average fair value of warrant issued (per common share)	$	0.43
Dividend yield		0	%
Approximate risk-free interest rate		1.81	%
Estimated volatility		70	%
Expected term in years		2.5

The fair value of the warrant was determined using the deemed fair value of the underlying common stock of $1.00 per common share at February 20, 2009. Because the Company's stock was not actively public traded, the Company used the average historical volatility rate for publicly traded companies that were engaged in similar alternative fuel activities to those of the Company for a similar time period as the expected term of the warrant. The expected term of the warrant was derived as the midpoint between its five year contractual life and the date it became fully exercisability. The fair value of the warrant determined was included in additional paid-in capital as a transaction cost.

The Company reclassified the value of the warrants from paid in capital to derivative liability on October 1, 2009. The Company used the Black-Scholes option pricing model to determine the fair value of the warrants at the end of each accounting period. As of ~~June~~December 3031, 2013, the fair value of the derivative liability was valued at $~~213~~199,~~500~~135, which resulted in other income of $187,~~802~~210 for the ~~nine~~three months ended ~~June~~December 3031, 2013.

Mandatorily Convertible Preferred Stock

The Company’s restated certificate of incorporation filed on September 18, 2008 authorizes 10,000,000 shares of Preferred Stock with a par value of $0.0001 and a stated value of $10.00.

The holders of the Series A Preferred Stock (“Preferred Stock”) accrue dividends at the rate of 8% per share per annum. Dividends are cumulative, accrue on a quarterly basis commencing one year from the date of issuance (the "Commencement Date") and when declared will be paid with the Company's common stock at a conversion rate of $1.00 per common share. Dividends will accrue from the commencement date until the preferred shares have been converted into debt or common stock as described below. If dividends on the Series A Preferred Stock have not been paid or declared, the deficiency shall be paid or declared before any dividend is declared for common stock. Dividends in arrears do not bear interest. The Company has not declared any dividends on the Series A Preferred Stock outstanding. All of the accumulated dividends totaling $6,565,638 were converted into common stock in 2012.

Effective March 20, 2012, Oilcorp disposed off 100% of the preferred stock and its rights to Well Crown Investments Limited.

Effective March 1, 2012, Plant Offshore Group Limited converted their 1,017,878 shares of the Company preferred stock with the entitled 8% cumulative accrued dividends as of February 29, 2012, into 11,965,875 shares of the Company’s common stock. The conversion is based on the price of $1.00 per common stock as per the preferred stock subscription agreement.

Effective March 31, 2012, Well Crown Investments Limited converted their 2,211,166 shares of the Company preferred stock with the entitled 8% cumulative accrued dividends as of March 31, 2012, into 26,890,203 shares of the Company common stock. The conversion is based on the price of $1.00 per common stock as per the latest common stock subscription’s price and the lack of trading activity during a 10 days period.

1617

NOTE 7—RELATED PARTY TRANSACTIONS

The Company has significant contracts with subsidiaries which are also common stockholders to construct its biodiesel plants (see "Note 9 - Commitments and Contingencies" for additional information regarding these contracts). Cash flows remitted by the Company to the contractors are treated as financing in nature given the significant lag time between the timing of work completed, and the payment or conversion of outstanding billings.

Advances totaling $2423,~~796~~779 and $2524,~~779~~494 from Plant & Offshore Technology Sdn. Bhd., an indirect subsidiary of Plant Offshore Group Limited (“POGL”), are included in accounts payable, related parties at ~~June~~December 3031, 2013 and September 30, ~~2012~~2013, respectively.

Oilcorp is a vendor currently engaged by the Company to provide engineering and design services in connection with the on-going construction of a biodiesel plant in Indonesia (see "Note 6 - Stockholders' Equity" for additional information with respect to the terms of the Company's Series A Preferred Stock issued to Oilcorp in exchange for trade payables related to these services). Accounts payable to various subsidiaries of Oilcorp, totaled $6866,~~865~~039 and $7168,~~594~~027 are included in accounts payable, related parties at ~~June~~December 3031, 2013 and September 30, ~~2012~~2013, respectively.

Accounts payable, related party in the Company's accompanying balance sheet includes $~~725~~883,~~952~~914 and $~~538~~808,~~966~~810 of amounts payable to directors or shareholders of the Company’s subsidiary companies as of ~~June~~December 3031, 2013 and September 30, ~~2012~~2013, respectively.

Amounts payable to other related parties were $1,~~064~~021 ~~and $1,099~~ as of ~~June~~December 3031, 2013 and September 30, ~~2012, respectively~~2013.

On February 2, 2010 the Company entered into a share exchange agreement with Dakap Capaian Sdn. Bhd., a company wholly-owned and controlled by two of the Company's shareholder-directors (see "Note 3 – Spin off Plant Biofuels Corporation" for additional information in respect to the transaction). As of ~~June~~December 3031, 2013, the Company has accounts receivable totaling $11,~~635~~157 from Dakap Capaian Sdn. Bhd. related to expenses incurred in connection with the February 2010 share exchange agreement.

NOTE 8—OPERATING SEGMENTS

The Company reports its operating segments based on geographical location of future biodiesel refining activities, which include Malaysia, Indonesia and corporate activities. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company does not allocate items that are of a non-operating nature or corporate expenses to the business segments. Corporate expenses consist of corporate office expenses including compensation, benefits, occupancy and other administrative costs, including management service expenses.

The following table represents the significant results and financial position by operating segment during the period:

	Nine months ended			Nine months ended
	Three months ended			Three months ended
	June 30,			June 30,
	December 31,			December 31,
	2013			2012
Loss before income taxes:
Malaysia	$	(2656,~~053,550~~267	)	$	(16851,~~851,943~~419	)
Indonesia		(238,~~845~~856	)		6(15,~~432~~050	)
Corporate (a)		(~~341~~80,~~316~~338	)		(~~434~~147,~~539~~462	)
	$	(2745,~~418,711~~461	)	$	(2847,~~280,050~~931	)
	As of June 30, 2013			As of September 30, 2012
Assets:
Malaysia	$	24,577,296		$	25,528,484
Indonesia		6,664			14,824
Corporate (b)		14,753			43,956
	$	24,598,713		$	25,587,264

	As of		As of
	December 31, 2013		September 30, 2013
Assets:
Malaysia	$	23,503,832	$	24,246,620
Indonesia		3,417		3,626
Corporate (b)		15,165		13,905
	$	23,522,414	$	24,264,151

(a)	Corporate and other includes income/(expense) not associated with the business segments, such as corporate general and administrative expenses, shared service expenses, interest expense and interest income, all reflected on an accrual basis of accounting.

(b)	Corporate and other includes cash and other assets not associated with the business segments.

NOTE 9—COMMITMENTS AND CONTINGENCIES

On January 18, 2007 PBC entered into an agreement with Oil-Line Engineering & Associates Sdn Bhd ("OLEA"), a subsidiary of Oilcorp, whereby OLEA would provide engineering, procurement and construction management of a 60 MGA, CPO feedstock biodiesel facility in Malaysia. The contract price indicated a cost of approximately $35 million. At ~~June~~December 3031, 2013 construction on the Kuantan plant was substantially complete.

On March 6, 2007 Optimis entered into an agreement with OLEA, whereby OLEA would provide engineering, procurement and construction management of a 60 MGA, CPO feedstock biodiesel facility in Indonesia. The contract price indicated a cost of approximately $36 million. On August 5, 2008 the Company entered into a Supplement Agreement with OLEA to expand the capabilities of the subject plant to accept multiple types of feedstock. The adjusted contract indicates a cost of approximately $63 million.

On December 12, 2008 Century entered into an agreement with Plant & Offshore Technology Sdn Bhd, an indirect subsidiary of POGL, whereby POGL would provide engineering, procurement and construction management of a 60 MGA, multi-feedstock biodiesel facility in Indonesia. The contract price indicates a cost of approximately $63 million. On August 23, 2011 the contract has been terminated due to the contract period has expired.

As of ~~June~~December 3031, 2013, the Company was not subject to any material legal proceedings. From time to time, however the Company is named as a defendant in legal actions arising from normal business activities with customers, vendors and business partners. Although the Company cannot accurately predict the amount of its liability, if any, that could arise with respect to currently pending legal actions, it is not expected that any such liability will have a material adverse effect on the Company's financial position, operating results or cash flows.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY STATEMENT

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected for any future periods.

This discussion contains forward-looking statements, based on current expectations. All statements regarding future events, our future financial performance and operating results, our business strategy and our financing plans are forward-looking statements and involve risks and uncertainties. In many cases, you can identify forward-looking statements by terminology, such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue," or the negative of such terms and other comparable terminology. Those statements appear in a number of places in this Form S-1 and in other places, particularly, Management's Discussion and Analysis of Financial Condition and Results of Operations, and include statements regarding the intent, belief or current expectations of the Corporation, its directors or its officers with respect to, among other things: (i) the Corporation's liquidity and capital resources; (ii) its financing opportunities and plans and (iii) its future performance and operating results. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others: (i) any material inability of the Corporation to successfully identify, consummate and integrate the acquisition of finance receivables at reasonable and anticipated costs, (ii) any material inability of the Corporation to successfully develop its products; (iii) any adverse effect or limitations caused by governmental regulations; (iv) any adverse effect on the Corporation's continued positive cash flow and ability to obtain acceptable financing in connection with its growth plans; (v) any increased competition in business; (vi) any inability of the Corporation to successfully conduct its business in new markets; and (vii) other risks including those identified in the Corporation's filings with the SEC. These statements are only predictions. Known and unknown risks, uncertainties and other factors could cause our actual results and the timing of events to differ materially from those projected in any forward-looking statements. In evaluating these statements, you should specifically consider various factors, including, but not limited to, those set forth under "Summary Information and Risk Factors" and elsewhere in this Report.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

The Management’s Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operation (“MD&A”) should be read in conjunction with our unaudited consolidated financial statements for the nine months ended ~~June~~December 3031, 2013 and 2012. These financial statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following MD&A are quoted in U.S. dollars.

Critical Accounting Policies and Estimates

Critical accounting policies are those we believe are most important to portraying our financial conditions and results of operations and also require the greatest amount of subjective or complex judgments by management. Judgments and uncertainties regarding the application of these policies may result in materially different amounts being reported under various conditions or using different assumptions. There have been no material changes to the critical accounting policies previously disclosed in our Audited Report on Form 10-K for the fiscal year ended September 30, ~~2012~~2013.

Our unaudited interim consolidated financial statements and accompanying notes included in this quarterly report are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are affected by management’s application of accounting policies. Estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimates are reasonably likely to occur from period to period, and would materially impact our financial condition, changes in financial condition or results of operations. Our significant accounting policies are discussed in Note 1 of the Notes to our unaudited consolidated financial statements as of June 30, 2013 and September 30, 2012 and for the nine months ended June 30, 2013 and 2012. On an ongoing basis, we evaluate our estimates, including those related to the potential impairment of property, plant and equipment, derivative liabilities, and stock based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Our unaudited interim consolidated financial statements and accompanying notes included in this quarterly report are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. These estimates and assumptions are affected by management’s application of accounting policies. Estimates are deemed critical when a different estimate could have reasonably been used or where changes in the estimates are reasonably likely to occur from period to period, and would materially impact our financial condition, changes in financial condition or results of operations. Our significant accounting policies are discussed in Note 1 of the Notes to our unaudited consolidated financial statements as of December 31, 2013 and September 30, 2013 and for the three months ended December 31, 2013 and 2012. On an ongoing basis, we evaluate our estimates, including those related to the potential impairment of property, plant and equipment, derivative liabilities, and stock based compensation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Recent Accounting Pronouncements

See Note 1 to our unaudited consolidated financial statements included elsewhere in this report.

Result of Operations

~~Third~~First Quarter Three Months Ended ~~June~~December 3031, 2013 compared to ~~June~~December 3031, 2012

During the three months ended ~~June~~December 3031, 2013, we reported $0 revenue, and a net loss attributable to common shareholders of approximately $0.4 million or $0.002 per share, compared to ~~revenue of $48,000 mainly from the recognition of consultation services provided, and a~~ net loss attributable to common shareholders of approximately $0.65 million or $0.~~003~~002 per share for the three months ended ~~June~~December 3031, 2012. Total costs of sales was approximately $0 and $4539,~~000~~600, operating expenses of approximately $~~193~~128,~~000~~700 and $~~235~~239,~~000~~700 of which approximately $8758,~~000~~200 and $6869,~~000~~700 related to payroll and share based compensation related expense and $3231,000 and $8052,~~000~~800 related to legal and professional fees with the remaining operating expenses incurred during the period were approximately $7439,~~000~~500 and $8777,~~000~~600 during the three months ended ~~June~~December 3031, 2013 and 2012 respectively.

The $1911,~~000~~400 ~~increase~~decrease in payroll and share based compensation related expense is the result of $269,~~000~~500 ~~increase~~decrease in employee overhead as well as a $71,~~000~~900 reduction in the CEO’s share based compensation related expense.

Legal and professional fees were reduced by approximately $4821,~~000~~800 as the use of consultants decreased.

During the three months ended ~~June~~December 3031, 2013 and 2012, we recognized a net loss attributable to non-controlling interest of approximately $~~352~~334,~~418~~696 and $~~329~~349,~~548~~564.

Operating Comparison for the three months ended:

	June 30, 2013			June 30, 2012			Difference			% Change
Revenue	$	-		$	47,971		$	(47,971	)		(100.0	)
Cost of sales		-			(44,666	)		44,666			(100.0	)
Payroll		(87,166	)		(68,135	)		(19,031	)		27.9
Legal & professional		(31,924	)		(80,232	)		48,308			(60.2	)
Other operating expenses		(74,302	)		(87,232	)		12,930			(14.8	)
Other income (expenses)		(605,108	)		(659,400	)		54,292			(8.2	)
Net loss attributable to non-controlling interest		352,418			329,548			22,870			6.9
Dividends on preferred stock		-			-			-			-
Net loss available to common stockholder	$	(446,082	)	$	(562,146	)	$	116,064			(20.6	)

~~Third~~Operating ~~Quarter~~Comparison ~~Nine~~for ~~Months~~the ~~Ended~~three ~~June~~months ~~30, 2013 compared to June 30, 2012~~ended:

During the nine months ended June 30, 2013, we reported $0 revenue, and a net loss attributable to common shareholders of approximately $1.4 million or $0.006 per share, compared to revenue of $172,500 mainly from the recognition of consultation services provided, and a net loss attributable to common shareholders of approximately $2.5 million or $0.013 per share for the nine months ended June 30, 2012. Total costs of sales was approximately $0 and $57,000, operating expenses of approximately $616,500 and $722,500 of which approximately $274,700 and $243,000 related to payroll and share based compensation related expense and $124,200 and $239,500 related to legal and professional fees with the remaining operating expenses incurred during the period were approximately $217,600 and $240,000 during the nine months ended June 30, 2013 and 2012 respectively.

	December 31, 2013			December 31, 2012			Difference			% Change
Revenue	$	-		$	-		$	-			-
Cost of sales		-			(39,640	)		39,640			(100.0	)
Payroll		(58,249	)		(69,672	)		11,423			(16.4)
Legal & professional		(30,963	)		(52,762	)		21,799			(41.3	)
Other operating expenses		(39,507	)		(77,577	)		38,070			(49.1	)
Other income (expenses)		(612,215	)		(608,280	)		(3,935)			0.7
Income tax expense		(4,527	)		-			(4,527)			100.0
Net loss attributable to non-controlling interest		334,696			349,564			(14,868	)		4.3
Dividends on preferred stock		-			-			-			-

Net loss available to common stockholder	$	(410,765	)	$	(498,367	)	$	87,602			(17.6	)

The $31,700 increase in payroll and share based compensation related expense is the result of $47,700 increase of employee overhead as well as a $16,000 reduction in the CEO’s share based compensation related expense.

Legal and professional fees were reduced by approximately $115,300 as the use of consultants decreased.

During the nine months ended June 30, 2013 and 2012, we recognized a net loss attributable to non-controlling interest of approximately $1,047,311 and $944,491.

During the nine months ended June 30, 2013 and 2012, we accrued dividends of approximately $0 and $1.2 million, respectively, associated with the preferred stock issued and outstanding. The reduction is a result of the conversion of the preferred stock to common stock.

Operating Comparison for the nine months ended:

	June 30, 2013			June 30, 2012			Difference			% Change
Revenue	$	-		$	172,551		$	(172,551	)		(100.0	)
Cost of sales		-			(56,774	)		56,774			(100.0	)
Payroll		(274,681	)		(242,990	)		(31,691	)		13.0
Legal & professional		(124,250	)		(239,536	)		115,286			(48.1	)
Other operating expenses		(217,636	)		(240,026	)		22,390			(9.3	)
Other income (expenses)		(1,802,144	)		(1,673,275	)		(128,869	)		7.7
Net loss attributable to non-controlling interest		1,047,311			944,491			102,820			10.9
Dividends on preferred stock		-			(1,192,445	)		1,192,445			(100.0	)
Net loss available to common stockholder	$	(1,371,400	)	$	(2,528,004	)	$	1,156,604			(45.8	)

Liquidity and Capital Resources

We have experienced cumulative losses of approximately $6667.76 million from October 1, 2006 (inception), through ~~June~~December 3031, 2013, and have net negative equity of approximately $68.92 million. As of the date of this report, we have not commenced operations; rather, we are still in the development stages. Accordingly, this raises substantial doubt about our ability to continue as a going concern.

As of ~~June~~December 3031, 2013, we have raised our $64.0 million of equity through a combination of initial capitalization, various share exchanges as we acquired our operating subsidiaries, the conversion of $32.3 million of debt for preferred shares with two related party vendors, $7.5 million in advances we subsequently converted to equity, and private placements from individual shareholders resulting in actual cash of $4.7 million. In addition, we also borrowed $29.6 million under our credit facility with a Malaysian bank. These funds have been used to acquire certain capital equipment and infrastructure to support development and implementation of our business plan, payment of salaries and fees of technical and marketing personnel, marketing and promoting activities, working capital and general corporate purposes. Additional funds will need to be generated by to complete the three biodiesel plants currently under construction and to further support the development of our business model.

We are currently in non-compliance with debt covenants on the term loan facilities and have not made any installment repayments as they became due beginning on December 1, 2010. The term loans are secured by first priority interest over all existing property, plant and equipments, and all fixed and floating assets of Plant Biofuels Corporation Sdn Bhd (“PBC”). The facilities are jointly and severally guaranteed by both the PBC directors.

As a result of this non-compliance, Bank Pembangunan Malaysia Bhd (“the Bank”) may foreclose on its note as a consequence and we could lose all of the PBC assets. At this time, the Bank has not formally notified us that we are in default.

We are actively negotiating with the Bank to restructure the facilities or reschedule the facilities repayment. The Bank has verbally indicated their willingness to review and assess the biodiesel industry as a whole with all the players in the industry and to find a solution that will cure our distress. We are confident that our feedstock, which is non-food based, will lead the Company to a sustainable operation.

We are undertaking various plans and measures to raise capital through debt and equity offerings, which we believe will increase funds available for development and working capital. However, no assurances can be given that those plans and measures will be successful in increasing funds for our development and operations. We believe that we will obtain an extension of our current loan and additional financing from the Bank to fund the start-up and biodiesel production of the plant. If we cannot come to terms with the Bank, then we will look at options for refinancing the loan and obtaining a working capital line with another entity.

For the next twelve months, we expect cash needs of up to $6,100,000 to finance the further set-up of our business and the start of our early operational work and to cover our ongoing working capital needs in order to commence operations. Our existing term loan facilities require principal and interest payments of $617,000 per month that were scheduled to begin in December 2010. However, we have made not been in a position to make any payments on this debt. As of ~~August~~March 1525, ~~2013~~2014, we had $~~188~~7,666.80 in cash. We are funding monthly operations with incremental equity private placements from our existing shareholders on an as needed basis. In order to cover our cash needs, we are considering raising additional funds in the form of equity capital, mezzanine financing and/or senior loans through private placements, loan applications or any other alternative approach. If we do not secure these funds, we may be forced to suspend or terminate operations.

Our ability to obtain needed financing may be impaired by factors such as the capital markets, and the fact that we are not profitable, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

Cash Flows

Net cash ~~used~~provided inby operating activities was approximately $~~177~~4,000 for the ~~nine~~three months ended ~~June~~December 3031, 2013 compared to ~~approximately~~net ~~$444,000 for the same period in 2012. Net~~ cash used in operating activities ~~was~~of approximately $550,~~584,~~000 for the same period ~~from~~in ~~inception (October 1, 2006), through the nine months ended June 30, 2013~~2012.

Net cash ~~provided~~used byin ~~investing~~operating activities was approximately $165,577,000 for the period from inception (October 1, 2006), through ~~the~~December ~~nine months ended June 30~~31, 2013.

Net cash provided by ~~financing~~investing activities ~~for the nine months ended June 30, 2013~~ was approximately $~~151~~16,000 ~~compared to $464,000~~ for the ~~same~~ period ~~in 2012, and $5,452,000 for the period~~ from inception (October 1, 2006), through ~~June 30, 2013. The net cash provided by financing activities is from~~ the ~~issuance~~three ~~of common shares and proceeds from loan advances during the nine~~ months ended ~~June~~December 3031, 2013 ~~and 2012~~.

Net cash provided by financing activities for the three months ended December 31, 2013 was approximately $2,000 compared to $32,000 for the same period in 2012, and $5,449,000 for the period from inception (October 1, 2006) through December 31, 2013. The net cash provided by financing activities is from the issuance of common shares and proceeds from loan advances during the three months ended December 31, 2013 and 2012.

Term Loans in Default

In October 2007, PBC entered into a $2120,~~861~~964,000 facilities agreement (the “Facilities”) with a bank, which provided available borrowings under two individual term loans totaling $1817,~~693~~926,000 and a revolving line with available credit of $3,~~168~~038,000. At ~~June~~December 3031, 2013, and 2012, $3,~~168~~038,000 was available under the revolving line of credit. However, any disbursements are restricted for purchases of raw materials and repayable within six months from date of disbursement. A total of $29,~~643~~626,~~271~~770 is outstanding under the Facilities at ~~June~~December 3031, 2013 and $2829,~~823~~896,~~421~~687 at September 30, ~~2012~~2013.

The term loans under the Facilities bear interest at the bank’s effective costs of funds (6.30%) +1.25% in year one, increasing to +2% in year two and beyond. At ~~June~~December 3031, 2013 and 2012, the interest rate for the term loans was 8.3%. The interest rate for the revolving line of credit is the bank’s cost of funds (6.30%) +2%. At ~~June~~December 3031, 2013 and 2012, the interest rate for the revolving line of credit was 8.3%.

In January 2013 and 2012, the bank advanced a total of $120,118 and $146,018 respectively to us for expenses incurred on the Malaysian plant for our Industrial All Risks insurance policy, and the plant’s independent assessment. This amount was added to the total term loan outstanding by the bank and it carries the same interest rate as the term loan.23

~~The~~In ~~Company~~January ~~incurred~~2013 ~~interest~~and ~~expense~~2012, the bank advanced a total of $~~1.9~~115,190 ~~million~~ and $~~1.7~~140,027 ~~million~~respectively ~~during~~to us for expenses incurred on the ~~nine~~Malaysian ~~months~~plant ~~ended~~for ~~June~~our 30Industrial All Risks insurance policy, ~~2013~~and the plant’s independent assessment. This amount was added to the total term loan outstanding by the bank and ~~2012,~~it ~~respectively~~carries the same interest rate as the term loan.

WeThe ~~have~~Company ~~recognized~~incurred ~~approximately~~interest expense of $10.96 million and $10.76 million induring ~~interest charges related to~~ the ~~term~~three ~~loans for the nine~~ months ended ~~June~~December 3031, 2013 and 2012, respectively~~, all of which has been recorded as interest expense~~. Accrued interest payable at June 30, 2013 and 2012 was approximately $11.2 million and $7.0 million, respectively. The term loans under the Facilities are secured by a first priority interest over all existing property, plant and equipment and all assets of PBC. In addition, the term loans are jointly and severally guaranteed by directors of PBC.

We have recognized approximately $0.6million and $0.6 million in interest charges related to the term loans for the nine months ended December 31, 2013 and 2012, respectively, all of which has been recorded as interest expense. Accrued interest payable at December 31, 2013 and 2012 was approximately $11.4 million and $9.9 million, respectively. The term loans under the Facilities are secured by a first priority interest over all existing property, plant and equipment and all assets of PBC. In addition, the term loans are jointly and severally guaranteed by directors of PBC.

In May 2010, PBC negotiated modifications to its loan facility with the Malaysian bank. The modifications, effective November 2009, extended the availability period of the revolving line of credit from December 2009 to December 2010, the maturity of the term loans from six years to seven years and the first monthly payment date from January 2010 to November 2010. These modifications allowed us to maintain compliance with the terms of the loan.

Since December 2010, we were unable to remit our first installment payment to the bank in accordance with the original repayment schedule. In July 17 2013, we were served with a notice of demand from the bank, which potentially puts us in default.

We have held discussions with a number of potential lenders to provide the necessary financing to refinance the debt with the bank, to complete construction and maintenance of the PBC plant to make it operational for biofuel, to finance the acquisition of feedstock and inventory and to provide additional working capital necessary to operate the plant through ~~2013~~2014. These discussions are in preliminary stages and certain lenders are in the process of performing due diligence. The ultimate outcome of these on-going discussions is unknown.

We are also actively negotiating with the bank to restructure the facilities or reschedule the facilities repayment. The bank has verbally indicated their willingness to review and assess the biodiesel industry as a whole with all the players in the industry and to find a solution that will cure our distress.

Convertible Preferred Stock

On September 24, 2008, we issued POGL 917,168 shares of Series A Convertible Preferred Stock (“Series A”). The $9,171,680 purchase price for the Series A was paid by exchanging $9,171,680 of our trade payables due to POGL for these shares. In addition, on August 23, 2011, we issued POGL 100,710 shares of Series A. The $1,007,100 purchase price for the Series A was paid by exchanging $1,007,100 of our payables due to POGL for these shares. As of February 14, 2011, we issued POGL a total of 1,017,878 shares Series A. POGL is a vendor currently engaged by us to provide engineering and design services in connection with the on-going construction of a biodiesel plant in Indonesia.

Effective March 1, 2012, POGL converted their 1,017,878 shares of preferred stock and the entitled 8% cumulative accrued dividends into 11,965,875 shares of our common stock. The conversion is based on the price of $1.00 per common stock as per the preferred stock subscription agreement.

On July 20, 2009, we issued Oilcorp International Limited ("Oilcorp") 2,211,166 shares of our Series A Preferred Stock in exchange for $22,111,660 in trade payables due to Oilcorp.

On March 20, 2012, Oilcorp disposed off the preferred stock and its rights to Well Crown Investments Limited. Then on March 31, 2012, Well Crown Investments Limited converted their 2,211,166 shares of preferred stock and the entitled 8% cumulative accrued dividends, into 26,890,203 shares of our common stock. The conversion is based on the price of $1.00 per common stock as per the latest common stock subscription’s price and the lack of trading activity during a 10 days period.

Off-Balance Sheet Transactions

As of ~~June~~December 3031, 2013 and September 30, ~~2012~~2013, we did not have any off-balance sheet arrangements.

25ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, an evaluation of the effectiveness of our “disclosure controls and procedures” (as that term is defined under the Rule 3a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our chief executive officer and chief financial officer concluded as of the period covered by this report that our disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in the Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding the required disclosure.

Changes in Internal Control over Financial Reporting

During the ~~nine~~three months ended ~~June~~December 3031, 2013, there have been no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2625

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company and its subsidiaries may be involved in various claims and legal actions arising in the ordinary course of business. None of these actions, individually or in the aggregate, are expected to have a material adverse effect on the Company’s consolidated financial position or results of operations.

ITEM 1A. RISK FACTORS.

Not required

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the period from October 1, 2012 through June 30, 2013, we sold 33,950 shares of common stock at $1.00 per share to an individual for gross proceeds of $33,950. In connection with this issuance, our CEO was granted 678 shares of common stock and options to acquire 1,696 shares of common stock.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:

	●	None of these issuances involved underwriters, underwriting discounts or commissions.
	●	Restrictive legends were and will be placed on all certificates issued as described above.
	●	The distribution did not involve general solicitation or advertising.
	●	The distributions were made only to accredited investors or investors who were sophisticated enough to evaluate the risks of the investment who understood the speculative nature of their investment.

We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

2726

We believed that Regulation S was available because:

	●	None of these issuances involved underwriters, underwriting discounts or commissions;
	●	We placed Regulation S required restrictive legends on all certificates issued;
	●	No offers or sales of stock under the Regulation S offering were made to persons in the United States;
	●	No direct selling efforts of the Regulation S offering were made in the United States.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

	●	Access to all our books and records.
	●	Access to all material contracts and documents relating to our operations.
	●	The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

We have no information to disclose that was required to be in a report on Form 8-K during the period covered by this report, but was not reported. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

2827

ITEM 6.

EXHIBITS

Exhibit No.		Document Description
31.1		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
31.2		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1 *		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-~~OXLEYACT~~OXLEY ACT OF 2002
32.2 *		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-~~OXLEYACT~~OXLEY ACT OF 2002
Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements. **

Exhibit 101 Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
101.INS		XBRL Instance Document **
101.INS	XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document **
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document **
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document **
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

______________

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

2928

SIGNATURES

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

Renewable Fuel Corp, a Nevada corporation

Title		Name		Date		Signature
Principal Executive Officer		William Van Vliet		~~August~~March 1925, ~~2013~~2014		/s/ William Van Vliet

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE	NAME	TITLE	DATE
/s/ William Van Vliet	William Van Vliet	Principal Executive Officer and Director	~~August~~March 1925, ~~2013~~2014
/s/ Andy Teo Guan Joo	Andy Teo Guan Joo	Principal Financial Officer and Principal ~~Accounting Officer~~	~~August~~March 1925, ~~2013~~2014
		Accounting Officer

3029

EXHIBIT INDEX

Exhibit No.		Document Description
31.1		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
31.2		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002.
32.1 *		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
32.1*		CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
32.2 *		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002
32.2*		CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 101		Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements. **

Exhibit 101 Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**
101.INS		XBRL Instance Document **
101.INS	XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document **
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document **
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document **
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

_____________________

Filing Compare · Renewable Fuel Corp