UNITED
STATES
 SECURITIES AND
EXCHANGE COMMISSION
 Washington,
DC  20549
 
 
 FORM
10-KSB
 
 
 x
                ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
fiscal year ended: December 31,
2007
 
 o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from________________ to ________________
 
 
 SYNTEC
BIOFUEL
INC.
 (Exact
name of registrant as specified in its charter)
 
 
 Washington
              
              333-47514
              
              91-2031335(State
      or other jurisdiction of incorporation or organization)
              
              (Commission
      File Number)
              
              (IRS
      Employer Identification No.)
 
 
 Suite
      206, 388 Drake Street
                Vancouver,
      British Columbia, Canada
              
              V6B
      6A8(Address
      of principal executive offices)
              
              (Zip
      Code)
 
 
 Issuer’s
      telephone number
                (including
      area code)
              
              (604)
      648-2090
 
  (Former
      name, former address and former fiscal year, if changed since last
      report)
              
              (Zip
      Code)
 
 Securities
registered pursuant to Section 12(b) of the Act:None
 
 Securities
registered pursuant to Section 12(g) of the Act:Common Stock
 
 Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.
  
 
  Yesx Noo
  
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 or
Regulation S-B is not contained herein, and no disclosure will be contained, to
the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
  Yesx Noo
  
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
  Yes o Nox
   
 Revenues
for the year ended December 31, 2007 were $0.00.
 
 The
aggregate value of the issuer’s common stock held by non-affiliates (assuming
that the issuer’s only affiliates are its’ directors, officers and 10% or
greater stockholders) of the issuer as of December 31, 2007 was
$4,816,437
 
 
 REGISTRANTS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
 
 Not
applicable.
 
 
 (APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
 
 Indicate
the number of shares outstanding of each of the registrant’s classes of common
equity, as of the latest practicable date:
 
 December
31, 2007 - 32,972,629 Common Shares
 
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 A
description of “Documents Incorporated by Reference” is contained in Item 13 of
this Report.
 Transitional
Small Business Disclosure Format Yes x No o


SYNTEC BIOFUEL INC.


(the
“Company”)





FORM
10-KSB


Table
of Contents


PART
I





Item 1.
            DESCRIPTION OF BUSINESS
            4Item 2.
            DESCRIPTION OF PROPERTY
            7Item 3.
            LEGAL PROCEEDINGS
            8Item 4.
            SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
            8PART IIItem 5.
            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS
            8Item 6.
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION
            10Item 7.
            FINANCIAL STATEMENTS
            13Item 8.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE
            29Item 8a.
            CONTROLS AND PROCEDURES
            29Item 8b.
            CHANGES IN INTERNAL CONTROLS
            30PART IIIItem 9.
            DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
            30Item 10.
            EXECUTIVE COMPENSATION
            33Item 11.
            SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND
      RELATED STOCKHOLDER MATTERS
            34Item 12.
            CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
            35Item 13.
            INDEX TO EXHIBITS
            35Item 14.
            PRINCIPAL ACCOUNTANT FEES AND SERVICES
            35




Table of Contents


SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





Statements
in this Form 10-KSB under "Item 1. Business", "Item 2. Properties", "Item 3.
Legal Proceedings", and "Item 7. Management's Discussions and Analysis of
Financial Condition and Results of Operations" and elsewhere constitute
"forward-looking statements" are within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Syntec
Biofuel Inc., a company organized under the laws of Washington the Company, to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions;
competition; success of operating initiatives; our ability to raise capital and
the terms thereof; changes in business strategy or development plans; future
rental revenues; the continuity, experience and quality of our management;
changes in or failure to comply with government regulations or the lack of
government authorization to continue our projects; and other factors referenced
in the Form 10-KSB.





The use
in this Form 10-K of such words as "believes", "plans", "anticipates",
"expects", "intends", and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying such
statements. The success of the Company is dependent on our efforts, the
employees and many other factors including, primarily, our ability to raise
additional capital.





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





These
factors include, among others, the risk factors discussed in the section
entitled “risk factors”. We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.








PART
I





Item 1.
            Description
      of Business





General
Information





The
Company was incorporated in the State of Washington on March 15, 2000
as NetCo Investments Inc., for the purpose of marketing vitamins and
supplements, via the Internet and commissioned sales agents. The Company
subsequently changed its name to Syntec Biofuel Inc. effectively on July 27,
2006 with the principal executive offices located in Vancouver, British
Columbia, Canada.





The
Company is at development stage and has not yet earned any
revenues.








Business
Development





The
Companies prior main business was the marketing of high-quality vitamins,
homeopathic supplements and pre-packaged vacuum packed raw foods, in meal sized
portions, for domesticated household animals i.e. dogs and cats, via the
Internet and commissioned sales agents.


- 4
-
 Table of Contents


The
Company was doing business as VitaBeast Foods (“VitaBeast”) and started to
market these products on-line under the VitaBeast Foods
label.   The product was marketed in Vancouver, Canada in order
to facilitate easy delivery of product.





The URL
www.vitabeast.com is owned by the Company and customers were to place their
orders, via the website, and have their delivery couriered directly to their
address. All financial transactions were to be handled by VitaBeast’s Visa and
Mastercard merchant account.





The
Company operated the business for three years and came to the conclusion that as
they had very little success in marketing the product on line due to the
substantial number of established pet food providers that use Television
advertising, which made it very difficult to compete with, that the business was
not economically viable and the Company decided to shut down their VitaBeast
operations as at December, 31 2007.








Current
Developments





The
Company was finding it difficult to operate the VitaBeast business and started
to look at other business models that might create greater shareholder value. On
April 7, 2006, the Company was introduced to a new business opportunity and
entered into an asset purchase and assignment agreement (the “Agreement”) with
Syntec Biofuel Inc. ("Syntec Canada") a Vancouver-based Canadian
scientific research company (incorporated in 2001) to acquire all of Syntec
Canada's assets and assume its liabilities. As consideration, the Company would
issue 15,700,000 common shares in the capital stock of the Company subject to
Rule 144, promulgated under the Securities Act of 1933, as
amended.  The acquisition was subject to ratification and approval by
the shareholders of the Company.





Syntec
Canada had developed a proprietary catalyst that converts synthetic gas
(“Syngas”) into ethanol.  Ethanol is used as a fuel or a fuel additive
in gasoline. Syntec Canada process consists of a thermo-chemical catalytic
synthesis of Syngas into ethanol from almost any source of carbon which is found
in renewable feedstock such as manure, sewage digester gas, landfill gas, wood
waste, agricultural and forest residue, natural gas and coal bed
methane.  Syngas is a mixture of carbon monoxide and hydrogen found in
natural gas, landfill gas and liquid gas.




The
Company had undertaken to raise up to $1,000,000 by way of private placement and
was offering a total of 1,000,000 units (the "Unit(s)") of its securities for
subscription at a price $1.00 per Unit to fund the
program.  Shareholders of the Company ratified, at their Annual
General Meeting on July 13, 2006, the Purchase Agreement dated April 7, 2006 as
amended on May 30, 2006, June 21, 2006 and July 12, 2006 between the Company and
Syntec Canada. The Purchase Agreement was subject to the Company raising a
minimum of $500,000 prior to September 12, 2006 or the deal would collapse and
the ownership of assets would be assigned back to Syntec Canada.





By
September 12, 2006, the Company was unable to raise the required minimum amount
of capital, the proposed transaction with Syntec Canada was not completed and no
shares were issued for the proposed acquisition.





The
Company reduced their exposure to Iris International Holdings Limited ("Iris")
(a lender) by assigning to Iris a portion of the debt due by Syntec Canada to
the Company and reducing the loan from Iris to the Company by a like
amount.





On the
September 28, 2007, Mr. Jackson, our Director, was instrumental in again getting
the Syntec opportunity back to the Company and  we entered into a new
purchase agreement , (the “Agreement”) with Montilla Capital Inc. (“Montilla”)
to acquire the Assets (including the Laboratory fixtures, fittings and
equipment), and Intellectual Property with consideration of 11 million common
shares and assumption of $350,000 debt due to Montilla subject to the Company
raising a minimum of $500,000 and maximum of $3 million by December 31, 2007 (or
the Agreement would be terminated). Mr. Jackson was a member of the consortium
who had acquired the Assets in November, 2006.


- 5
-
 Table of Contents


We also
entered into an assignment of agreement with Montilla for its catalyst
development service agreement (the “Service Agreement”) with Syntec Biofuel
Research Inc. (“SBRI”) on a cost plus basis. All new development and
Intellectual Property will be owned by us.





On
October 24, 2007, the Company raised $1,125,000 in total by issuing 4,870,129
common shares through the common shares subscription agreement at $0.231 per
share. Money raised will be used to continue scientific research on perfecting
and patenting catalysts that provide high selectivity to ethanol and higher
order alcohols such as Butanol and Propanol. The primary goal is to commercially
produce catalysts that can cost-effectively be deployed in catalytic reactors
within reasonable temperature and pressure operating parameters. The Company
intends to raise a further $1,875,000 by the 30th April, 2008.





SBRI has
been developing new catalysts and the yield that has been achieved by SBRI's
laboratory is 90 gallons of alcohol per ton of biomass which makes the process
economically viable. SBRI's mandate is to reach a target yield of 113 gpt within
the next 4 months.





Principal
Products





Syntec’s
process (‘Syntec Process’) is a biomass-to-liquid conversion path quite similar
to modern day methanol or gas-to-liquid production processes used commercially
by companies such as Methanex, Shell, and Sasol. The key differentiating factors
are the feedstocks, catalysts and operating parameters.





There are
3 basic steps in the Syntec Process:


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


ii.
            conversion
      of syngas to bio-alcohols over Syntec catalyst in a fixed bed reaction
      unit,


iii.
            separation
      and purification of bio-alcohols (high purity) to ethanol, methanol,
      n-propanol and n-butanol.





The
Syntec Process has the potential to revolutionize the ethanol industry with
higher ethanol yields and lower production costs per ton of feedstock than any
other ethanol production path in commercial use today.  Furthermore,
it is anticipated that the Syntec Process will enable the conventional ethanol
industry to also use these well established chemical processes (via the DOE’s
integrated biorefinery program) to obtain production and efficiency metrics
beyond what traditional grain based fermentation processes can
offer.





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





The
Company plans on selling licenses, joint venture partnerships by using Syntec
Process so it can generate revenue from licensing fees, royalty fees, joint
venture profit participation, sale of turnkey facilities and commission on the
sale of catalysts.








Competitive
Analysis





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





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


- 6
-
 Table of Contents


Most
ethanol produced today uses a dry milling fermentation process of food chain
feedstock such as corn, sugar cane, wheat or barley.  Competitive
research is currently being undertaken with catalytic synthesis (using various
metals, slurry bed reactors or significantly higher pressure), enzymatic
fermentation (which uses enzymes to break down bio-waste), dilute acid
hydrolysis fermentation and concentrated acid hydrolysis
fermentation.





Each of
these fermentation methods requires considerable energy and time to produce
alcohols, affecting the production volumes and economic viability.  In
addition, fermentation technologies are sensitive to feedstock
variations.  Slurry bed reactors require higher capital outlays and
have higher operating costs than conventional fixed bed reactors.





Low
pressure catalytic synthesis has been used for methanol production for many
decades, and the Company is focusing on using similar methodology to produce
ethanol, methanol and other higher order alcohols such as butanol which has even
greater value.  Once optimized, the Company believes that a
fundamental shift will occur in the ethanol production industry away from
fermentation and toward thermo-chemical processes.





Patents





The
Company acquired the patent application regarding “Catalysts and processes for
the manufacture of lower aliphatic alcohols from syngas” as part of the
Intellectual Property covered by the Agreement with Montilla.





Number
of Employees





The
Company has 2 Full time Employees other than the Directors.





Reports
to Securities Holders





We
provide an annual report that includes our audited financial information to our
shareholders upon written request. We also make our financial information
equally available to any interested parties or investors through compliance with
the disclosure rules of the Securities Exchange Act of 1934. We are subject to
disclosure filing requirements including filing a Form 10-KSB annually and Form
10-QSB quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required.





The
public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street
NE, Washington, DC 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site (http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC.








Item 2.
            Description
      of Property





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


- 7
-
 Table of Contents


Item 3.
            Legal
      Proceedings





We may
from time to time be involved in various claims, lawsuits, disputes with third
parties, actions involving allegations of discrimination, or breach of contract
actions incidental to the operation of its’ business.  We currently
are not involved in any such litigation.








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





On
September 28, 2007, the Company entered into an Agreement with Montilla whereby
the Company has agreed to acquire co-ownership of the intellectual property
(including patents) related to “a method for producing catalysts and processes
for the manufacture of lower aliphatic alcohol (which includes Ethanol) from
Syngas” (“I.P”.), all of the operational assets to continue the development and
commercialization of the process (“Assets”) and the liabilities estimated at
$350,000 for 11,000,000 common shares to be issued by the Company to Montilla
and its nominees, at a deemed price of $0.455 per share, giving the I.P. and the
Assets a total value of $5,355,000.





The
Agreement was approved by written consent of the Company’s stockholders, who
collectively own 78.39% of the issued and outstanding shares, on September 14,
2007.  Prior to the acquisition, Syntec Biofuel had 17,102,500 common
shares issued and outstanding.





The value
of co-ownership was questioned by Syntec’s counsel due to possibility of
creating future conflict of interest.  Montilla agreed to transfer
100% of the ownership of the I.P. to the Company and on October 25, 2007, signed
an amendment to the Agreement to complete the transfer.





The
Information Statement on Schedule 14C has been filed and is currently under
review by the SEC.








PART
II





Item 5.
            Market
      for Common Equity and Related Stockholder
  Matters





Market
Information





Under the
Securities Act of 1933, we filed our registration statement on Form SB-2 and on
July 9, 2004 our request for registration became effective.   On
January 7, 2005, we completed a private placement for 4,250,000 common shares at
$0.025 per share. On the July 13, 2006, the Shareholders of the Company approved
a name change to Syntec Biofuel Inc. and approved a forward split of the issued
and outstanding shares on a 2:1 basis which resulted in there being 17,102,500
common shares issued and outstanding.


- 8
-
 Table of Contents


Stock
Quotations


Quarter
      Ended
            
            High
      Price
            
            
            Low
      PriceMarch
      31 2006
            
            
            0.265
            
            
            
            0.250June
      30 2006
            
            
            0.875
            
            
            
            0.505September
      2006
            
            
            1.400
            
            
            
            0.500December
      2006
            
            
            0.500
            
            
            
            0.150March
      31 2007
            
            
            0.510
            
            
            
            0.100June
      30 2007
            
            
            0.450
            
            
            
            0.050September
      2007
            
            
            0.510
            
            
            
            0.050December
      2007
            
            
            1.100
            
            
            
            0.170





We are
trading on the OTC Bulletin Board Service under trading symbol:
SYBF.





Holders





As of
December 31, 2007, we had eighty-three shareholders of record of common stock,
including shares held by brokerage clearing houses, depositories or otherwise in
unregistered form.





Dividends





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





Securities
Authorized For Issuance Under Equity Compensation Plans





Set forth
below is information related to the securities we sold during the last fiscal
year ended December 31 2007, without registration under the Securities Act of
1933, as amended.





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




- 9
-
 Table of Contents


Recent
sales of Unregistered Securities





Date
      Acquired
            
            Number
      of Shares
            
            Type
      of Shares
            
            ExemptionOctober
      17, 2007
            
            
            432,900
            
            Common
            
            506October
      24, 2007
            
            
            4,434,229
            
            Common
            
            506January
      28, 2008
            
            
            5,000
            
            Common
            
            Rule
      506 of Regulation DFebruary
      27, 2008
            
            
            173,160
            
            Common
            
            Regulation
      SFebruary
      27, 2008
            
            
            43,290
            
            Common
            
            Regulation
      STotal
            
            
            5,091,579








Item 6.
            Management's
      Discussion and Analysis of Financial Condition and Result of
      Operations





The
following discussion and analysis should be read in conjunction with the audited
financial statements and notes thereto appearing elsewhere in this annual report
on Form 10-KSB.





Plan
of Operations





The
following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and our actual results
could differ materially from those forward-looking statements. The following
discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.





Our prior
full fiscal years, ending December 31, 2007, 2006 and 2005, are not indicative
of our current business plan and operations. During the years ended December 31,
2007, 2006 and 2005, we had no revenue and we remain in the development
stages.





We have
not currently generated any revenue from operations and do not expect to report
any significant revenue from operations until our marketing efforts mature. Even
after the sale of our product, there can be no assurance that we will generate
positive cash flow and there can be no assurances as to the level of revenues,
if any, that we may actually achieve from the VitaBeast website.





Since
inception, we have funded operations through common stock issuances, related and
non-related party loans in order to meet our strategic
objectives.  However, there can be no assurance that we will be able
to obtain further funds to continue with our efforts to establish a new
business.





We expect
to continue to incur substantial losses in our efforts to establish a new
business. We are a development stage company. In a development stage company,
management devotes most of its activities to establishing a new business. As of
December 31, 2007, we had a working capital surplus of $183,082. We are in
immediate need of further working capital and are considering options with
respect to financing in the form of debt, equity or a combination
thereof.


- 10
-
 Table of Contents


Results
of Continuing Operations





Twelve
Months Ended December 31, 2007 and 2006





The
Company had no revenue for the twelve months ended December 31, 2007 and 2006.
Expenses increased significantly from $191,081 in 2006 as compared to $452,356
in 2007. In 2007, the Company incurred consultant and management fees of
$207,983 as compared to $104,301 in 2006 as additional consultants hired for the
new development. The interest fees were $26,618 in 2007 as compared to $3,824 in
2006 for increasing loans for operations. Furthermore, the development and
office fees increased from $12,667 in 2006 to $135,338 in 2007 as more office
staffs were hired and research and development expenses were charged. The net
loss for 2007 was $449,395 as compared to $191,081 in 2006. Our net loss per
share are at $0.02 for 2007 and $0.01 for 2006.





Liquidity
and Capital Resources





Our cash
position is $509,504 as of December 31, 2007 and was $15,356 at December 31,
2006.





Our
primary source of funds since incorporation has been through the issue of our
common stock, the proceeds of the initial public offering and loans to us by
third parties.





The
Company's ability to continue as a going concern and fund operations through the
remainder of 2007 is contingent upon its ability to raise funds through equity
or debt financing.





The
Company has arranged loans from third party lenders in order to fund the on
going operations of the business. These loans have been secured by way of
Promissory Notes.





Critical
Accounting Policies





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





We have
adopted various accounting policies that govern the application of accounting
principles generally accepted in the United States of America in the preparation
of our financial statements which requires us to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes.





Although
these estimates are based on our knowledge of current events and actions we may
undertake in the future, they may ultimately differ from actual results. Certain
accounting policies involve significant judgments and assumptions by us, which
have a material impact on our financial condition and
results.  Management believes its critical accounting policies reflect
its most significant estimates and assumptions used in the presentation of our
financial statements.  Our critical accounting policies include debt
management and accounting for stock-based compensation.  We do not
have off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as "special purpose
entities".


- 11
-
 Table of Contents


New
Accounting Standards





In
December 2007, the FASB issued FASB Statement No. 141 (Revised 2007) "Business
Combinations" ("SFAS No. 141(R)"), which requires the Company to record fair
value estimates of contingent consideration and certain other potential
liabilities during the original purchase price allocation, expense acquisition
costs as incurred and does not permit certain restructuring activities
previously allowed under Emerging Issues Task Force Issue No. 95-3 to be
recorded as a component of purchase accounting. SFAS No. 141(R) applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The Company will adopt this standard at the beginning of the
Company's year ending December 31, 2008 for all prospective business
acquisitions. The Company has not determined the effect that the adoption of
SFAS No. 141(R) will have on its consolidated financial
statements.





In June
2007, the Emerging Issues Task Force of the FASB issued EITF Issue No. 07-3
"Accounting for Nonrefundable Advance Payments for Goods or Services to be Used
in Future Research and Development Activities" ("EITF Issue No. 07-3") which is
effective for fiscal years beginning after December 15, 2007. EITF Issue No.
07-3 requires that nonrefundable advance payments for future research and
development activities be deferred and capitalized. Such amounts will be
recognized as an expense as the goods are delivered or the related services are
performed. The Company does not expect the adoption of EITF Issue No. 07-3 to
have a material impact on the financial results of the
Company.





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities”.
This Statement permits entities to choose to measure many financial assets and
financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in earnings. This
statement is effective for fiscal years beginning after November 15, 2007,
which for the Company would be the fiscal year beginning January 1, 2008. The
Company is currently assessing the impact of SFAS No. 159 on its financial
position and results of operations.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measures”.
This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), expands disclosures
about fair value measurements, and applies under other accounting pronouncements
that require or permit fair value measurements. SFAS No. 157 does not
require any new fair value measurements. However, the FASB anticipates that for
some entities, the application of SFAS No. 157 will change current
practice. SFAS No. 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, which for the Company would be the
fiscal year beginning January 1, 2008. The Company is currently evaluating the
impact of SFAS No. 157 but does not expect that it will have a
material impact on its financial statements.





In
September 2006, the SEC issued Staff Accounting Bulletin
(“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements.” SAB
No. 108 addresses how the effects of prior year uncorrected misstatements
should be considered when quantifying misstatements in current year financial
statements. SAB No. 108 requires companies to quantify misstatements using
a balance sheet and income statement approach and to evaluate whether either
approach results in quantifying an error that is material in light of relevant
quantitative and qualitative factors. SAB No. 108 is effective for periods
ending after November 15, 2006.  The adoption of SAB No. 108
did not have a material effect on the Company’s financial
statements.


- 12
-
 Table of Contents


Item 7.
            Financial
      Statements








SYNTEC
BIOFUEL INC.




(A
Development Stage Company)




CONSOLIDATED
FINANCIAL STATEMENTS




December
31, 2007


- 13
-
 Table of Contents








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Stockholders and Board of Directors of


Syntec
Biofuel Inc.





We have
audited the accompanying consolidated balance sheets of Syntec Biofuel Inc., a
development stage company, as of December 31, 2007 and 2006 and the consolidated
statements of operations, stockholders’ equity, and cash flows for the years
then ended and the cumulative period from March 15, 2000 (inception) to December
31, 2007.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.  The financial
statements as of December 31, 2005 and for the period from March 15, 2000
(inception) to December 31, 2005 were audited by other auditors whose report
dated March 17, 2006 expressed an unqualified opinion on those financial
statements, except the report contained an explanatory report in respect to the
substantial doubt as to the Company’s ability to continue as a going concern.
The financial statements for the period March 15, 2000 (inception) to December
31, 2005 reflect a total net loss of $112,724, of the related cumulative
totals.  Our opinion, insofar as it relates to amounts included for
such prior periods, is based solely on the reports of such other
auditors.





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





In our
opinion, based on our audits and the reports of other auditors, these
consolidated financial statements present fairly, in all material respects, the
financial position of Syntec Biofuel Inc. as of December 31, 2007 and 2006 and
the results of its operations and its cash flows for the years then ended and
for the period from March 15, 2000 (inception) to December 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.





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







/s/
DMCL





DALE
MATHESON CARR-HILTON LABONTE LLP


CHARTERED
ACCOUNTANTS


Vancouver,
Canada


March 17,
2008


- 14
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS





ASSETS
              
              December 31,
              
              
              December 31,2007
              
              
              2006CurrentCash
      and cash equivalents
              
              $
              509,504
              
              
              $
              15,356Receivables
              
              
              6,250
              
              
              
              -Prepaids
              
              
              31,092
              
              
              
              -546,846
              
              
              
              15,356Equipment
      (Note 4)
              
              
              226,484
              
              
              
              2,397Intellectual
      property (Note 3)
              
              
              5,100,000
              
              
              
              -Intangible
      assets (Note 3)
              
              
              20,000
              
              
              
              -$
              5,893,330
              
              
              $
              17,753LIABILITIES AND
      STOCKHOLDERS’ EQUITY (DEFICIENCY)CurrentAccounts
      payable and accrued liabilities
              
              $
              24,314
              
              
              $
              12,317Due
      to related party (Note 5)
              
              
              24,438
              
              
              
              10,693Notes
      payable (Note 6)
              
              
              315,012
              
              
              
              163,540363,764
              
              
              
              186,550Commitments
      and contingencies (Notes 1, 3 and 6)Subsequent
      events (Note 10)Preferred
      stock:Authorized:
      20,000,000 with a par value of $0.0001Issued
      and outstanding: None
              
              
              -
              
              
              
              -Common
      stock:Authorized:
      100,000,000 with a par value of $0.0001Issued
      and outstanding: 32,972,629 (December 31, 2006: 17,102,500) (Note
      7)
              
              
              3,297
              
              
              
              1,710Additional
      paid-in capital
              
              
              6,277,410
              
              
              
              133,227Accumulated
      other comprehensive income
              
              
              2,059
              
              
              
              71Deficit
      accumulated during the development stage
              
              
              (753,200
              )
              
              
              (303,805
              )5,529,566
              
              
              
              (168,797
              )$
              5,893,330
              
              
              $
              17,753




SEE
ACCOMPANYING NOTES


- 15
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A Development Stage
Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS





March 15,2000(Date ofYear ended
              
              
              Inception) toDecember 31,
              
              
              December 31,2007
              
              
              2006
              
              
              2007ExpensesConsulting
      fees (Note 5)
              
              
              132,455
              
              
              $
              60,687
              
              
              $
              207,042Depreciation
              
              
              12,338
              
              
              
              423
              
              
              
              12,761Development
      fees (Note 3)
              
              
              91,236
              
              
              
              -
              
              
              
              91,236Filing
      fees
              
              
              6,266
              
              
              
              12,533
              
              
              
              31,145Finance
      charges (Note 6)
              
              
              10,624
              
              
              
              -
              
              
              
              10,624Interest
      on notes payable
              
              
              26,618
              
              
              
              3,824
              
              
              
              33,465Management
      fees (Note 5)
              
              
              75,528
              
              
              
              43,614
              
              
              
              126,913Marketing
              
              
              13,398
              
              
              
              25,748
              
              
              
              39,146Office
      and miscellaneous
              
              
              44,102
              
              
              
              12,667
              
              
              
              61,057Professional
      fees
              
              
              39,791
              
              
              
              31,485
              
              
              
              112,757Rights
      and licenses costs
              
              
              -
              
              
              
              100
              
              
              
              25,015Write-down
      of website
              
              
              -
              
              
              
              -
              
              
              
              5,000Loss
      from operations
              
              
              (452,356
              )
              
              
              (191,081
              )
              
              
              (756,161
              )Other
      income
              
              
              2,961
              
              
              
              -
              
              
              
              2,961Net
      loss
              
              $
              (449,395
              )
              
              $
              (191,081
              )
              
              $
              (753,200
              )Basic
      and diluted loss per common share
              
              $
              (0.02
              )
              
              $
              (0.01
              )Weighted
      average common shares outstanding – basic and diluted
              
              
              20,894,470
              
              
              
              17,101,671Comprehensive
      lossNet
      loss
              
              $
              (449,395
              )
              
              $
              (191,081
              )
              
              $
              (753,200
              )Foreign
      currency translation adjustment
              
              
              1,988
              
              
              
              (539
              )
              
              
              2,059Total
      comprehensive loss
              
              $
              (447,407
              )
              
              $
              (191,620
              )
              
              $
              (751,141
              )





SEE
ACCOMPANYING NOTES


- 16
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A Development Stage
Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS





March 15,2000Year ended
            
            
            (Inception) toDecember 31,
            
            
            December 31,2007
            
            
            2006
            
            
            2007Cash
      flows from operating activitiesNet
      loss
            
            $
            (449,395
            )
            
            $
            (191,081
            )
            
            $
            (753,200
            )Non-cash
      items:Depreciation
            
            
            12,338
            
            
            
            423
            
            
            
            12,761Finance
      charges
            
            
            10,624
            
            
            
            -
            
            
            
            10,624Accrued
      interest on notes payable
            
            
            26,618
            
            
            
            5,017
            
            
            
            34,660Legal
      and organizational expenses
            
            
            -
            
            
            
            -
            
            
            
            8,000Rights
      and licenses costs
            
            
            -
            
            
            
            -
            
            
            
            24,751Share
      subscriptions receivable
            
            
            -
            
            
            
            -
            
            
            
            575Write-down
      of website
            
            
            -
            
            
            
            -
            
            
            
            5,000Changes
      in operating assets and liabilities:Receivables
            
            
            (6,250
            )
            
            
            -
            
            
            
            (6,250
            )Prepaids
            
            
            (31,092
            )
            
            
            -
            
            
            
            (31,092
            )Accounts
      payable and accrued liabilities
            
            
            11,997
            
            
            
            6,606
            
            
            
            24,312Amounts
      due to related parties
            
            
            13,745
            
            
            
            10,693
            
            
            
            24,438Net
      cash used in operating activities
            
            
            (411,415
            )
            
            
            (168,342
            )
            
            
            (645,421
            )Cash
      flows from investing activitiesInvestment
      in property and equipment
            
            
            (1,425
            )
            
            
            (2,820
            )
            
            
            (4,245
            )Repayment
      of debt assumed
            
            
            (350,000
            )
            
            
            -
            
            
            
            (350,000
            )Rights
      and licenses
            
            
            -
            
            
            
            -
            
            
            
            (1
            )Website
      cost
            
            
            -
            
            
            
            -
            
            
            
            (5,000
            )Net
      cash used in investing activities
            
            
            (351,425
            )
            
            
            (2,820
            )
            
            
            (359,246
            )Cash
      flows from financing activitiesCommon
      stock issued for cash
            
            
            1,125,000
            
            
            
            1,250
            
            
            
            1,226,612Proceeds
      from notes payable
            
            
            130,000
            
            
            
            141,500
            
            
            
            285,500Net
      cash provided by financing activities
            
            
            1,255,000
            
            
            
            142,750
            
            
            
            1,512,112Effect
      of exchange rates on cash
            
            
            1,988
            
            
            
            (539
            )
            
            
            2,059Change
      in cash and cash equivalents
            
            
            494,148
            
            
            
            (28,951
            )
            
            
            509,504Cash
      and cash equivalents, beginning
            
            
            15,356
            
            
            
            44,307
            
            
            
            -Cash
      and cash equivalents, ending
            
            $
            509,504
            
            
            $
            15,356
            
            
            $
            509,504





Supplemental
cash flow information (Note 9)





SEE
ACCOMPANYING NOTES


- 17
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A Development Stage
Company)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY




DeficitAccumulated
            
            
            AccumulatedAdditional
            
            
            Other
            
            
            During theCommon Stock
            
            
            Paid-in
            
            
            Comprehensive
            
            
            DevelopmentNumber
            
            
            Par Value
            
            
            Capital
            
            
            Income (Loss)
            
            
            Stage
            
            
            TotalBalance,
      March 15, 2000
            
            
            –
            
            
            $
            –
            
            
            $
            –
            
            
            $
            –
            
            
            $
            –
            
            
            $
            –Stock
      issued for legal and organizational expenses at a  fair market
      value of $0.005 per share
            
            
            1,600,000
            
            
            
            160
            
            
            
            7,840
            
            
            
            –
            
            
            
            –
            
            
            
            8,000Stock
      issued for acquisition of a license at a fair market value of $0.005 per
      share
            
            
            7,000,000
            
            
            
            700
            
            
            
            34,300
            
            
            
            –
            
            
            
            –
            
            
            
            35,000Dividend
      deemed paid
            
            
            –
            
            
            
            –
            
            
            
            (10,250
            )
            
            
            –
            
            
            
            –
            
            
            
            (10,250
            )Net
      loss for the period
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (32,750
            )
            
            
            (32,750
            )Balance,
      December 31, 2000
            
            
            8,600,000
            
            
            
            860
            
            
            
            31,890
            
            
            
            –
            
            
            
            (32,750
            )
            
            
            –Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (500
            )
            
            
            (500
            )Balance,
      December 31, 2001
            
            
            8,600,000
            
            
            
            860
            
            
            
            31,890
            
            
            
            –
            
            
            
            (33,250
            )
            
            
            (500
            )Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (1,857
            )
            
            
            (1,857
            )Balance,
      December 31, 2002
            
            
            8,600,000
            
            
            
            860
            
            
            
            31,890
            
            
            
            –
            
            
            
            (35,107
            )
            
            
            (2,357
            )Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (6,529
            )
            
            
            (6,529
            )Balance,
      December 31, 2003
            
            
            8,600,000
            
            
            
            860
            
            
            
            31,890
            
            
            
            –
            
            
            
            (41,636
            )
            
            
            (8,886
            )Stock
      issued as a private placement at a fair market value of $0.0125 per
      share
            
            
            8,474,000
            
            
            
            848
            
            
            
            105,077
            
            
            
            –
            
            
            
            –
            
            
            
            105,925Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (20,074
            )
            
            
            (20,074
            )Balance,
      December 31, 2004
            
            
            17,074,000
            
            
            
            1,708
            
            
            
            136,967
            
            
            
            –
            
            
            
            (61,710
            )
            
            
            76,965Stock
      issued as a private placement for a fair market value of $0.0125 per
      share
            
            
            26,000
            
            
            
            2
            
            
            
            323
            
            
            
            –
            
            
            
            –
            
            
            
            325Stock
      issuance cost
            
            
            –
            
            
            
            –
            
            
            
            (5,313
            )
            
            
            –
            
            
            
            –
            
            
            
            (5,313
            )Foreign
      currency translation adjustment
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            610
            
            
            
            –
            
            
            
            610Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (51,014
            )
            
            
            (51,014
            )Balance,
      December 31, 2005
            
            
            17,100,000
            
            
            
            1,710
            
            
            
            131,977
            
            
            
            610
            
            
            
            (112,724
            )
            
            
            21,573Stock
      issued as a private placement at a fair value of $0.50 per
      share
            
            
            2,500
            
            
            
            –
            
            
            
            1,250
            
            
            
            –
            
            
            
            –
            
            
            
            1,250Foreign
      currency translation adjustment
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (539
            )
            
            
            –
            
            
            
            (539
            )Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (191,081
            )
            
            
            (191,081
            )Balance,
      December 31, 2006
            
            
            17,102,500
            
            
            
            1,710
            
            
            
            133,227
            
            
            
            71
            
            
            
            (303,805
            )
            
            
            (168,797
            )Foreign
      currency translation adjustment
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            1,988
            
            
            
            –
            
            
            
            1,988Discount
      on notes payable
            
            
            –
            
            
            
            –
            
            
            
            15,770
            
            
            
            –
            
            
            
            –
            
            
            
            15,770Stock
      issued for assumption of assets at fair market value of $0.4550 per
      share
            
            
            11,000,000
            
            
            
            1,100
            
            
            
            5,003,900
            
            
            
            –
            
            
            
            –
            
            
            
            5,005,000Stock
      issued as a private placement at a fair value of $0.231 per
      share
            
            
            4,870,129
            
            
            
            487
            
            
            
            1,124,513
            
            
            
            –
            
            
            
            –
            
            
            
            1,125,000Net
      loss for the year
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            –
            
            
            
            (449,395
            )
            
            
            (449,395
            )Balance,
      December 31, 2007
            
            
            32,972,629
            
            
            $
            3,297
            
            
            $
            6,277,410
            
            
            $
            2,059
            
            
            $
            (753,200
            )
            
            $
            5,529,566




SEE
ACCOMPANYING NOTES


- 18
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note
      1
            Nature and Continuance
      of Operations





Syntec
Biofuel Inc. (the “Company”) was incorporated in the State of Washington on
March 15, 2000. The Company is in the development stage and intended on selling
and marketing via the internet and commissioned sales agents, high-quality
vitamins and homeopathic supplements, pre-packaged vacuum packed frozen foods in
meal sized portions for consumption by domesticated household animals, i.e.;
dogs and cats under the ‘VitaBeast Foods’ label. The Company is a development
stage company as defined by Statement of Financial Accounting Standards (“SFAS”)
No. 7, “Development Stage Enterprises.”





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





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





These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year. Realization values may be substantially different from
carrying values as shown and these financial statements do not give effect to
adjustments that would be necessary to the carrying values and classification of
assets and liabilities should the Company be unable to continue as a going
concern.  At December 31, 2007, the Company had not yet achieved
profitable operations, has accumulated losses of $753,200 since its inception.
Management intends to generate money from future production of ethanol and raise
funds from investors via equity. It is to be expected that the Company may incur
further losses in the development of its business, all of which casts reasonable
doubt about the Company’s ability to continue as a going concern. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





Note
      2
            Summary of Significant
      Accounting Policies





a)
            Basis
      of Presentation





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


- 19
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note 2
            Summary
      of Significant Accounting Policies
  (cont’d...)





b)
            Principles
      of Consolidation





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





c)
            Use
      of Estimates





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





d)Cash
      and Cash Equivalents





Cash and
cash equivalents include cash and short-term investments with original
maturities of less than three months.




e)
            Equipment
      and Depreciation





Equipment
is recorded at cost. Depreciation is provided using the following methods and
annual rates:


Basis
            
            RateComputer
      equipments
            
            Straight-line
      and declining balance
            
            20%
      to 30%Office
      and laboratory equipments
            
            Straight-line
            
            20%





f)
            Intangible
      Assets





The
Company has adopted the provisions of SFAS No. 142, “Goodwill and Intangible
Assets”.  Under SFAS No. 142, goodwill and intangible assets with
indefinite lives are not amortized but are annually tested for
impairment.  The determination of any impairment includes a comparison
of the estimated future operating cash flows anticipated during the remaining
life for the net carrying value of the asset as well as a comparison of the fair
value to the book value of the Company or the reporting unit to which the
goodwill can be attributed.


- 20
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note 2
            Summary
      of Significant Accounting Policies
  (cont’d...)





g)
            Long
      Lived Assets





Long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the assets might not be recoverable at the end of each
reporting   period.    Conditions
that  would   necessitate   an   impairment   assessment   include
a significant decline in the observable market value of an asset, a significant
change in the extent of manner in which an asset is used, or a significant
adverse change that would indicate that the carrying amount of an asset or group
of assets is not recoverable. For long-lived assets to be held and used,
management measures fair value based on quoted market prices or based on
discounted estimates of future cash flows.





h)
            Foreign
      Currency Translation





The
Company's functional currency is the Canadian dollar. The financial statements
of the Company are translated to United States dollar equivalents in accordance
with SFAS No. 52,“Foreign Currency Translation”. Monetary assets and liabilities
denominated in foreign currencies are translated into United States dollar
equivalents at rates of exchange in effect at the balance sheet date. Average
rates for the year are used to translate revenues and expenses.




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




i)
            Other
      Comprehensive Income





SFAS No.
130 “Reporting Comprehensive Income,” establishes standards for the reporting
and display of comprehensive income and its components in the financial
statements. During the years ended December 31, 2007 and 2006, the only
component of comprehensive income was foreign currency translation
adjustments.





j)
            Income
      Taxes





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





The
      Company adopted the provisions of Financial Accounting Standards Board
      (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income
      Taxes (“FIN 48”), on January 1, 2007. Previously, the Company had
      accounted for tax contingencies in accordance with SFAS No.5, Accounting
      for Contingencies. As required by Interpretation 48, which clarifies SFAS
      No. 109, Accounting for Income Taxes, the Company recognizes the financial
      statement benefit of a tax position only after determining that the
      relevant tax authority would make more
likely


- 21
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note
      2
            Summary
      of Significant Accounting Policies
(cont’d...)





j)
            Income
      Taxes (cont’d...)





than
      not sustain the position following an audit. For tax positions meeting
      this standard, the amount recognized in the financial statements is the
      largest benefit that has a greater than 50 percent likelihood of being
      realized upon ultimate settlement with the relevant tax authority. At the
      adoption date, the Company applied Interpretation 48 to all tax positions
      for which the statute of limitations remained open. The adoption of FIN 48
      did not have a material impact in the consolidated financial statements
      during the year ended December 31,
2007.





k)
            Basic
      and Diluted Loss Per Share





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





l)
            Financial
      Instruments





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





m)
            Stock-based
      Compensation





The
Company has adopted SFAS No. 123(R), “Share-Based Payment,” which requires the
compensation cost related to share-based payments, such as stock options and
employee stock purchase plans, be recognized in the financial statements based
on the grant-date fair value of the award. As at December 31, 2007 and 2006, the
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly, no stock-based compensation has been recorded to
date.





n)
            Recent
      Accounting Pronouncements





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities”.
This Statement permits entities to choose to measure many financial assets and
financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in earnings. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007, which
for the Company would be the fiscal year beginning January 1, 2008. The Company
is currently assessing the impact of SFAS No. 159 on its financial position and
results of operations.


- 22
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note 2
            Summary
      of Significant Accounting Policies
  (cont’d...)





n)
            Recent
      Accounting Pronouncements (cont’d...)





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”. This Statement amends ARB 51 to establish
accounting and reporting standards for the noncontrolling (minority) interest in
a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. The Company has not yet determined the impact, if any,
that SFAS No. 160 will have on its consolidated financial statements. SFAS
No. 160 is effective for the Company’s fiscal year beginning January 1,
2010.





In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”.
SFAS 141 (Revised) establishes principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. The statement also provides guidance for recognizing
and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the
business  combination.   The  guidance  will  become  effective  for  the  fiscal  year  beginning  after





December
15, 2008.  Management is in the process of evaluating the impact SFAS
141 (Revised) will have on the Company’s consolidated financial statements upon
adoption.





Note
      3
            Acquisition of
      assets





Pursuant
to the Asset Purchase Agreement, the Company issued 11,000,000 common shares to
Montilla at a fair value of $0.455 per share, for total consideration of
$5,005,000, in exchange for co-ownership of certain intellectual property,
acquisition of the assets and assumption of the liabilities of Montilla, of
$350,000.





This sale
was subject to the Company raising a minimum of $500,000 by December 31, 2007
which was completed during the year.





Consideration11,000,000
      common shares at a fair value of $0.455
            
            $
            5,005,000Debt
      assumed
            
            
            350,000$
            5,355,000Assets
      AcquiredOffice
      equipment
            
            $
            15,000Laboratory
      equipment
            
            
            220,000Intangible
      assets
            
            
            20,000Intellectual
      property
            
            
            5,100,000$
            5,355,000




- 23
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note 3
            Acquisition
      of assets(cont’d...)





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





Concurrent
with the Asset Purchase Agreement, the Company entered into a development
service agreement (the “Service Agreement”) on September 28, 2007 with Syntec
Biofuel Research Inc. (“Syntec Biofuel Research”), a company located in British
Columbia, Canada. Syntec Biofuel





Research
will provide certain services related to the ongoing research and development of
the catalysts acquired under the Asset Purchase Agreement. In exchange, the
Company will pay Syntec Biofuel Research on a cost plus 5% basis.





The
Service Agreement will be for an initial term of two years commencing September
28, 2007 and automatically renew for one additional year unless terminated in
writing at least 60 days prior to the end of the term.   As at
December 31, 2007,   the Company paid Syntec Biofuel Research
$91,236 for development fees which have been recorded on the statements of
operations pursuant to SFAS No. 2, “Accounting for Research and Development
Costs.”





Note
      4
            Equipment





Cost
            
            
            Accumulated
              Amortization
            
            
            December 31,
              2007
              Net
            
            
            December 31,
              2006
              NetComputer
      equipment
            
            $
            4,245
            
            
            $
            1,011
            
            
            $
            3,234
            
            
            $
            2,397Office
      equipment (Note 3)
            
            
            15,000
            
            
            
            750
            
            
            
            14,250
            
            
            
            -Laboratory
      equipment (Note 3)
            
            
            220,000
            
            
            
            11,000
            
            
            
            209,000
            
            
            
            -$
            239,245
            
            
            $
            12,761
            
            
            $
            226,484
            
            
            $
            2,397





Note
      5
            Related party
      transactions





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





March 15, 2000Years ended
            
            
            (Inception) toDecember 31,
            
            
            December 31,2007
            
            
            2006
            
            
            2007Consulting
      fees
            
            $
            91,425
            
            
            $
            11,013
            
            
            $
            116,338Management
      fees
            
            
            75,528
            
            
            
            43,614
            
            
            
            126,913Share
      issuance cost
            
            
            -
            
            
            
            -
            
            
            
            5,313Website
      cost
            
            
            -
            
            
            
            -
            
            
            
            5,000$
            166,953
            
            
            $
            54,627
            
            
            $
            253,564




- 24
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note 5
            Related
      party transactions(cont’d...)





As at
December 31, 2007, an amount of $24,438 (2006 - $10,693) is owing to a director
and to an officer of the Company. The amounts owed to a director and an officer
of the Company at December 31, 2007 are unsecured, non-interest bearing and have
no set terms of repayment. All related party transactions are measured at the
exchange amount which is determined by management to approximate their fair
value.





Note
      6
            Notes
      payable





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





a)
            On
      May 25, 2006, the Company received a loan of $100,000 from Iris. The
      promissory note was unsecured and bearing interest at 5% per annum.
      Repayment of the principal and accrued interest was extended and payable
      by the Company on December 31, 2007. On August 31, 2006, the assignment
      agreement reduced this loan to
$nil.





b)
            On
      July 26, 2006, the Company received a loan of $65,000 from Iris. The
      promissory note is unsecured and bears interest at 5% per annum. Repayment
      of the principal and accrued interest is extended and payable by the
      Company on December 31, 2007. On August 31, 2006, the assignment agreement
      reduced this loan to $56,500.





c)
            On
      September 28, 2006, the Company received a loan of $85,000 from Iris. The
      promissory note is unsecured, bears interest at 5% per annum. Repayment of
      the principal and accrued interest is extended payable by the Company on
      December 31, 2007.





During
the current year, Iris extended the due date of these loans from December 31,
2007 until June 30, 2008 with extension fees of 10% of the capital debt. In the
event the Company is unable to repay the outstanding principal balances on these
loans upon maturity, Iris has the option to demand payment in common shares of
the Company at the market price.





Included
in the notes payable balance at December 31, 2007 is accrued interest and
extension fees of $24,946 (December 31, 2006 - $5,017) relating to loans owing
to Iris.





As of
December 31, 2007, the Company had received loans totaling $144,000 (December
31, 2006 - $14,000) from Hokley Limited (“Hokley”), an unrelated third party, as
follows:





a)
            On
      August 4, 2004, the Company received $4,000 from Hokley. The promissory
      note is unsecured, bears interest at 8% per annum and carries a loan fee
      equal to 10% of the principal balance. Repayment of the principal, accrued
      interest and loan fee is payable by the Company on June 30,
      2008.


- 25
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note 6
            Notes
      payable (cont’d...)





b)
            On
      September 24, 2004, the Company received $5,000 from Hokley. The
      promissory note is unsecured, bears interest at 10% per annum and carries
      a loan fee equal to 10% of the principal balance. Repayment of the
      principal, accrued interest and loan fee is payable by the Company on June
      30, 2008.





c)
            On
      December 23, 2004, the Company received $5,000 from Hokley. The promissory
      note is unsecured, bears interest at 10% per annum and carries a loan fee
      of 10%. Repayment of the principal, accrued interest and loan fee is
      payable by the Company on June 30,
2008.





d)
            On
      February 26, 2007, the Company received $40,000 from Hokley. The
      promissory note is unsecured and bears interest at 5% per annum. Repayment
      of the principal and accrued interest is payable by the Company on August
      31, 2008 (Note 10).





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





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





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





Pursuant
to SFAS No. 157, Fair Value Measurements, management has recognized that the
interest rate on the notes payable from Hokley (“Notes”) is below fair market
value, and has recorded a discount on the funds received from Hokley during 2007
of $15,770. This value was recorded as additional paid-in capital and is being
deferred and amortized over the term of the notes. During the year, $10,624
(December 31, 2006 - $nil) was accreted to the Notes and expensed as finance
charges. The carrying value of the Notes at December 31, 2007 of $138,854
(December 31, 2006 - $14,000) will be accreted to the face value over the term
of the Notes.





Included
in the notes payable balance at December 31, 2007 is accrued interest and loan
fees of $9,712 (December 31, 2006 - $3,023) relating to the loans owing to
Hokley.





Note
      7
            Common
      stock





On August
7, 2006, the Company declared a two-for-one forward stock split of all of the
outstanding common stock, without any change in par value of the shares of
common stock. Effective August 18, 2006, the authorized capital was 100,000,000
common with a par value of $0.0001, with 17,102,500 shares issued and
outstanding. All common shares issued prior to the effective date of the forward
split have been restated in these financial statements to reflect the stock
split ratio.





On May 9,
2006, the Company raised $1,250 under a private placement by issuing 2,500
common shares at $0.50 per share.


- 26
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007


Note 7
            Common
      stock(cont’d...)





On
September 28, 2007, the Company issued 11,000,000 common shares to Montilla at a
fair value of $0.455 per share, for total consideration of $5,005,000, in
exchange for co-ownership of certain intellectual property, ownership of the
assets and assumption of the liabilities of Montilla (Note 3).





Pursuant
to the Asset Purchase Agreement with Montilla (Note 3), the Company entered into
a common shares subscription agreement on October 1, 2007 to offer up to a
maximum of 13,000,000 and a minimum total of 2,174,000 common shares at $0.231
per share. During the current year, the Company raised a total of $1,125,000 by
issuing 4,870,129 common shares.





Note
      8
            Income
      Taxes





The
Company is subject to United States federal and state income taxes at an
approximate rate of 34%. The reconciliation of the provision for income taxes at
the United States federal statutory rate compared to the Company’s income tax
expense as reported is as follows:





2007
            
            
            2006Net
      loss before income taxes
            
            $
            449,395
            
            
            $
            191,081Statutory
      tax rate
            
            
            34
            %
            
            
            34
            %Income
      tax recovery
            
            
            152,794
            
            
            
            64,968Non-deductible
      interest
            
            
            (3,612
            )
            
            
            -Valuation
      allowance
            
            
            (149,182
            )
            
            
            (64,968
            )$
            –
            
            
            $
            –





The
significant components of deferred income tax assets and liabilities at December
31, 2007 and 2006 are as follows:





2007
            
            
            2006Net
      operating loss carryforwards
            
            $
            709,000
            
            
            $
            280,000Book
      value over tax value of intellectual property
            
            
            (170,000
            )
            
            
            –539,000
            
            
            
            280,000Statutory
      tax rate
            
            
            34
            %
            
            
            34
            %Deferred
      tax asset
            
            
            183,260
            
            
            
            95,200Valuation
      allowance
            
            
            (183,260
            )
            
            
            (95,200
            )$
            –
            
            
            $
            –





The
amount taken into income as deferred income tax assets must reflect that portion
of the income tax loss carry forwards that is more likely-than-not to be
realized from future operations.  The Company has chosen to provide a
full valuation allowance against all available income tax loss carry forwards,
regardless of their time of expiry. The net increase in the valuation allowance
during the year ended December 31, 2007 was $88,060.


- 27
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note 8
            Income
      Taxes(cont’d...)





During
      the year ended December 31, 2007, the Company did not recognize any
      interest and penalties. Due to the potential offset of the Company’s
      operating loss carryforward for any future activity, the amount attributed
      to interest and penalties would be
immaterial.





No
provision for income taxes has been provided in these financial statements due
to the net loss for the years ended December 31, 2007 and 2006.  At
December 31, 2007, the Company has net operating loss carryforwards, which
expire commencing in 2020, totaling approximately $709,000.  The
potential tax benefit of these losses may be limited due to certain change in
ownership provisions under Section 382 of the Internal Revenue Code (“IRS”) and
similar state provisions.





IRS
      Section 382 places a limitation (the “Section 382 Limitation”) on the
      amount of taxable income which can be offset by net operating loss
      carryforwards after a change in control (generally greater than a 50%
      change in ownership) of a loss corporation. Generally, after a control
      change, a loss corporation cannot deduct operating loss carryforwards in
      excess of the Section 382 Limitation. Due to these “change in ownership”
      provisions, utilization of the net operating loss and tax credit
      carryforwards may be subject to an annual limitation regarding their
      utilization against taxable income in future periods. The Company has not
      concluded its analysis of Section 382 through December 31, 2007, but
      believes that the provisions will not limit the availability of losses to
      offset future income.


- 28
-
 Table of Contents


SYNTEC
BIOFUEL INC.


(A
Development Stage Company)


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


December
31, 2007





Note
      9
            Supplemental cash flow
      information





March 15,2000(Date ofYear ended
            
            
            Inception)December 31,
            
            
            December 31,2007
            
            
            2006
            
            
            2007Cash
      paid for:Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Non-cash
      investing activity:A
      total of 11,00,000 common shares were issued to Montilla at a fair value
      of $0.455 per share, for total consideration of $5,005,000, pursuant to
      the Asset Purchase Agreement (Note 3)
            
            $
            5,005,000
            
            
            $
            -
            
            
            $
            5,005,000Non-cash
      financing activities:A
      total of 1,600,000 common shares were issued to a company controlled by a
      director at a fair value of $0.005 per share for legal and organizational
      expenses paid
            
            $
            -
            
            
            $
            -
            
            
            $
            8,000A
      total of 7,000,000 common shares were issued at fair value of $0.005 per
      share for the acquisition of a license from a company controlled by a
      director.
            
            $
            -
            
            
            $
            -
            
            
            $
            35,000Dividend
      deemed paid
            
            $
            -
            
            
            $
            -
            
            
            $
            (10,250
            )








Note
      10
            Subsequent
      events





Subsequent
      to December 31, 2007:





a)
            A
      loan from Hokley in the amount of $40,000 from was due and payable on
      February 26, 2008. Hokley agreed to extend the repayment date until August
      31, 2008 (Note 6) on the same terms and conditions as set out in the
      promissory notes in exchange for a penalty charge of 10% of the capital
      debt.





b)
            The
      Company issued 216,450 common shares at $0.231, pursuant to the
      subscription agreement dated October 1, 2007 (Note 7), for total proceeds
      of $50,000.


- 29
-
 Table of Contents


Item 8.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure





On July
12, 2006, the Company agreed to terminate the services of their accountant,
Amisano Hanson.   They appointed Dale Matheson Carr-Hilton
LaBonte LLP, Chartered Accountants, as their replacement.  The
decision to change the certified accountant had nothing to do with the
performance of the former accountant’s services.  Amisano Hanson’s
report in the 2005 Consolidated Financial Statements did not contain an adverse
opinion or disclaimer of opinion, nor were the statements modified as to
uncertainty, audit scope, or accounting principles.





We did
not have any disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Amisano Hanson satisfaction, would have caused them to make
reference to the subject matter of the disagreement(s) in connection with their
report.





The
Company has given Amisano Hanson authorization to fully respond to the inquiries
of the Company’s new accountants, Dale Matheson Carr-Hilton LaBonte LLP,
concerning the previous consolidated financial statements audited by Amisano
Hanson.  There were no limitations placed upon Amisano Hanson,
whatsoever.





The
fiscal years ended December 31, 2007 and 2006 were audited by Dale Matheson
Carr-Hilton LaBonte LLP.  The fiscal years ended December 31, 2005,
2004, 2003 and 2002 were audited by Amisano Hanson.








Item 8a.
            Controls
      and Procedures





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. Management must evaluate its
internal controls over financial reporting, as required by Sarbanes-Oxley (SOX)
Section 404 (a). The Company’s internal control over financial reporting is a
process designed under the supervision of the Company’s Chief Executive Officer
and Chief Financial Officer to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the Company’s
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.





As of
December 31, 2007, management assessed the effectiveness of the Company’s
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, during the period covered by this report, such
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below. This was due to
deficiencies that existed in the design or operation of our internal controls
over financial reporting that adversely affected our internal controls and that
may be considered to be material weaknesses.





The
matters involving internal controls and procedures that the Company’s management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee and
lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; (3) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and (4)
ineffective controls over period end financial close and reporting processes.
The aforementioned material weaknesses were identified by the Company's Chief
Financial Officer in connection with the audit of our financial statements as of
December 31, 2007 and communicated the matters to our management.





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


- 30
-
 Table of Contents


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





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





We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.








Item
      8b.
            Changes
      in Internal Controls





There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Rules 13a-15 or
15d-15 under the Exchange Act that occurred during the small business issuer's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.








Item 9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act





Identification
of Directors and Officers





Name
            Age
            TitleMichael
      Jackson 1
            67
            President,
      Secretary, Treasurer and DirectorGeorge
      Kosanovich2
            62
            Chief
      Executive Officer and DirectorJanet
      Cheng3
            37
            Chief
      Financial Officer and Director





1 Mr.
Jackson was elected as officer and director in March 2000.


2 Dr.
George Kosanovich was appointed as Chief Executive Officer on September 28,
2007.  He was appointed as a Director on November 19,
2007


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


- 31
-
 Table of Contents


Background
of Officers and Directors





Michael
Jackson





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





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





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





Mr.
Jackson also currently serves as president of Uninet Technologies Inc., an
Internet software developer.  He has held that position since January
1999.





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





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





Mr.
Jackson practiced law from 1966 through 1977.





Dr.
George Kosanovich





Dr. George Kosanovichwas appointed as Chief Executive Officer on September 28,
2007.  He was appointed as a Director on November 19,
2007.  For the past six years he has been working as a consultant to
Canadian forestry companies with a special emphasis on developing biomass to
biofuels technology and business development.  He was the President and CEO
of three different entities including two publicly traded companies (TSE). 
In these assignments, he led each of the companies to significant growth and
improved earnings.   Before that Dr. Kosanovich spent 23 years with
OxyChem in increasingly responsible positions much of which dealt with creating
and growing ventures.  He holds a Ph.D. in chemical engineering from
SUNY/Buffalo and attended the PMD program at the Harvard Business
School.





Janet
Cheng





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


- 32
-
 Table of Contents


Significant
Employees





Tim
Meterko, CTO





Mr.
Meterko has over 30 years of business development experience with Fortune 500
Companies such as OxyChem, Corning, and (the former) Pennwalt Corporation where
he held positions at all these companies, of increasing responsibility in
R&D, Engineering, Manufacturing, and Business Development .  Mr.
Meterko obtained his Bachelor of Science and Master of Engineering degrees from
SUNY/Buffalo, has attended the Executive Training Program of Harvard Business
School Club of Buffalo, the AMA Management Course, and The Blanchard Situational
Leadership Program, among others.  He was previously named OxyChem’s
Inventor of the Year, and holds 2 US patents for new electronic packaging
materials.  He also received a Corning citation for development and
technology transfer of on-line testing equipment for optical fiber
manufacturing.  Mr. Meterko has spent the last 5 years as consultant
to a Canadian forestry company focused on the gasification of biomass, and the
conversion of syngas to biofuels.





Family
Relationships





There are
no family relationships amongst our directors or executive
officers.





Involvement
in Certain Legal Proceedings





To the
best of the registrant’s knowledge, during the past five years, no director,
executive officer or control person:





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





(2)
            were
      convicted in a criminal proceeding or named subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





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





(i)
            acting
      as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction
      merchant, associated person of any of the foregoing, or as an investment
      advisor, underwriter, broker or dealer in securities, or as an affiliated
      person, director of any investment company, or engaging in or continuing
      any conduct or practice in connection with such
  activity;





(ii)
            engaging
      in any type of business practice;





(iii)
            engaging
      in any activity in connection with the purchase or sale of any security or
      commodity or in connection with any violation of federal or state
      securities laws or federal commodity
laws.





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





(5)
            were
      found by a court of competent jurisdiction in a civil action or by the
      Securities and Exchange Commission to have violated any federal or state
      securities law and the judgment in such civil finding or find by the
      Securities and Exchange Commission has not been subsequently reversed,
      suspended or vacated;


- 33
-
 Table of Contents


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





Compliance
with Section 16(a) of the Exchange Act





The
directors, officers and persons who beneficially owned more than ten percent of
our common stock mistakenly filed their reports on Schedule 13d.  The
error was realized and the Form 3 documents were filed but not within the
specified time frame.





Audit
Committee


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





Item 10.
            Executive
      Compensation





Officers
and Directors





The total
directors’ fees paid during the year ended December 31, 2007 was
$87,808.





Incentive
Stock Options





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








SUMMARY
COMPENSATION TABLE


Long
      Term CompensationAnnual
      Compensation
              
              
              Awards
              
              
              Payouts(a)
              (b)
              
              (c)
              
              
              (d)
              
              
              (e)
              
              
              (f)
              
              
              (g)
              
              
              (h)
              
              
              (i)Name
      and Principal Position
              Year
              
              Salary
                ($)
              
              
              Bonus
                ($)
              
              
              Other
                Annual
                Compen-
                sation
      ($)
              
              
              Restricted
                Stock
                Awards
              
              
              Securities
                Underlying
                Options/
                SARS
      (#)
              
              
              LTIP
                Pay
                outs
      ($)
              
              
              All
      Other
                Compen-
                sation
                ($)Michael
      Jackson1
              2005
              
              
              -
              
              
              
              -
              
              
              
              7,440
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,2392006
              
              
              -
              
              
              
              -
              
              
              
              9,920
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -2007
              
              
              -
              
              
              
              -
              
              
              
              44,528
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Michael
      Raftery2
              2005
              
              
              -
              
              
              
              -
              
              
              
              6,178
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -2006
              
              
              -
              
              
              
              -
              
              
              
              11,013
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Cary
      Martin3
              2006
              
              
              -
              
              
              
              -
              
              
              
              26,934
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -George
      Kosanovich4
              2007
              
              
              -
              
              
              
              -
              
              
              
              39,750
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Janet
      Cheng5
              2007
              
              
              -
              
              
              
              -
              
              
              
              12,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -


1 Mr.
Jackson was elected as officer and director in March 2000.


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


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


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


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








Options/SAR
Grants





We did
not issue any options or SARs during the year ended December 31,
2007.


- 34
-
 Table of Contents


Long-Term
Incentive Plan Awards





We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance to occur over a period longer than one fiscal year,
whether such performance is measured by reference to our financial performance,
stock price or any other measure.





Compensation
of Directors





There are
no standard arrangements pursuant to which our directors are compensated for
services provided as director.  No additional amounts are payable to
our directors for committee participation or special assignments.





Report
on Repricing of Options/SAR





We did
not re-price any options or SARs during the year ended December 31,
2007.








Item 11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters





The
following table sets forth, as of December 31, 2007, the number of Common Stock
and the corresponding percentage ownership of (i) each person who held of
record, or was known by us to own beneficially, more than five percent of our
Common Stock, (ii) each director and executive officer of the Company, and (iii)
all directors and executive officers of us as a group. The computation is based
upon 32,972,629 shares of common stock being outstanding.





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





Name
      and Address
            
            Number
      of Shares
            
            Percentage
      OwnedRyerson
      Corporation A.V.V. 1
              c/o
      7 Abraham de Veerstraat
              P.O.
      Box 840, Curacao
              Netherlands
      Antilles
            
            9,205,000
            
            27.92%Iris
      International
              Le
      Montaigne
              7
      Avenue de Grande-Bretagne
              MC
      98000 Monaco.
            
            5,663,000
            
            17.17%Wood
      Energy Resources LLC
              8159
      Titleist Drive
              Pineville,
      LA 71360
            
            4,437,229
            
            13.46%Montilla
      Capital Inc.
              c/o
      7 Abraham de Veerstraat
              P.O.
      Box 840, Curacao
              Netherlands
      Antilles
            
            3,080,000
            
            9.34%Michael
      Jackson
              Director
      and President
            
            814,000
              9,205,0001
            
            2.47%
              27.92%All
      Executive Officers and Directors as a Group
            
            10,019,000
            
            30.39%


1 Michael Jackson is the controlling
shareholder of Ryerson Corporation A.V.V. He is the President, Secretary,
Treasurer and Chair of the Board of Syntec Biofuel Inc.


- 35
-
 Table of Contents


Item 12.
            Certain
      Relationships and Related
Transactions





From
January to December 2007, we pay a monthly administrative fee of $5,000 to
Pelican Financial Corporation, of which Mr. Jackson is a director and beneficial
owner.





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





Item 13.
            Exhibits
      and Reports on Form 8-K






2.1*
            
            Form
      8-K  - Feb 12, 2007 Departure of Directors2.2*
            
            Form
      8-K – Feb 20, 2007 Direct Financial Obligation2.3*
            
            Form
      8-K – March 1, 2007 Direct Financial Obligation2.4*
            
            Form
      8-K – May 30, 2007 Direct Financial Obligation2.5*
            
            Form
      8-K – July 24, 2007 Direct Financial Obligation2.6*
            
            Form
      8-K – August 8, 2007 Direct Financial Obligation2.7*
            
            Form
      8-K – September 27, Direct Financial Obligation2.8*
            
            Form
      8-K – October 1, 2007 Acquisition of Assets2.9*
            
            Form
      8-K – October 24, 2007 Completion of Acquisition2.10*
            
            Form
      8-K – November 15, 2007 Election of Director2.11*
            
            Form
      8-K – November 20, 2007 Election of Director31.1
            
            302
      Certification for the Chief Executive Officer31.2
            
            302
      Certification for the Chief Financial Officer32.1
            
            906
      Certification for the Chief Executive Officer32.2
            
            906
      Certification for the Chief Financial
Officer


*previously filed








Item 14.
            Principal
      Accountant Fees and Services





1.
            Audit
      Fees


The
aggregate fees paid for 2007 fiscal year for professional services rendered by
the principal accountant, Dale Matheson Carr-Hilton LaBonte LLP Chartered
Accountants (“DMCL”), and the fees for the 2006 fiscal year for the services
rendered by Amisano Hanson Chartered Accountants, for the audit of our annual
financial statements and review of financial statements included in our Form
10-QSB and 10-KSB are as follows:





2007
            
            
            2006DMCL
      Chartered Accountants
            
            $
            25,865
            (estimated)
            
            $
            18,020Amisano
      Hanson Chartered Accountants
            
            $
            530
            
            
            $
            5,785





2.
            Audit-Related
      Fees


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





3.
            Tax
      Fees


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


- 36
-
 Table of Contents


4.
            All
      Other Fees


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








SIGNATURES





In
accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.








SYNTEC
BIOFUEL INC.


(Registrant)








/s/
      George Kosanovich
            
            Date:
      March 28, 2008George
      Kosanovich
              Director,
      CEO,Date:
      March 28, 2008/s/
      Janet ChengJanet
      Cheng
              Director,
      CFOIn
      accordance with the Securities Exchange Act this report has been signed
      below by the following person(s) on behalf of the registrant and in the
      capacities and on the dates indicated.Date:
      March 28, 2008/s/
      George KosanovichGeorge
      Kosanovich
              Director,
      CEO,Date:
      March 28, 2008/s/
      Janet ChengJanet
      Cheng
              Director,
      CFODate:
      March 28, 2008/s/
      Michael JacksonMichael
      Jackson
              Director,
      Chairman of the Board, President







- 37 -