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, 2006

[] 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    (Commission          (IRS Employer
  incorporation or organization)    File Number)       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                (Zip Code)
   fiscal year, if changed since last report)


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

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


<PAGE>
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.

Yes  [X]    No  [ ]

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.

Yes  [X]    No  [ ]

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).

Yes  [ ]    No  [X]


Revenues for the year ended December 31, 2006 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, 2006 was $1,047,960


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:

January 31, 2007 - 17,102,500 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  [ ]


<PAGE>
                               SYNTEC BIOFUEL INC.
                                 (THE "COMPANY")

                                   FORM 10-KSB
                                TABLE OF CONTENTS


PART  I

Item 1.   DESCRIPTION OF BUSINESS                                              4

Item 2.   DESCRIPTION OF PROPERTY                                              8

Item 3.   LEGAL PROCEEDINGS                                                    8

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  8


PART II
--------

Item 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS             9


Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION           10


Item 7.   FINANCIAL STATEMENTS                                                12


Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                            25


Item 8a.  CONTROLS AND PROCEDURES                                             25


Item 8b.  OTHER INFORMATION                                                   25


PART III
--------

Item 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                   26


Item 10.  EXECUTIVE COMPENSATION                                              28


Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

          MANAGEMENTAND RELATED STOCKHOLDER MATTERS                           29

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      29


Item 13.  INDEX TO EXHIBITS                                                   30


Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES                              31


<PAGE>

SPECIAL  NOTE  REGARDING  FORWARD-LOOKING  STATEMENTS

Certain  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"  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 under
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, to date, has commenced commercial
operations  but  has  not  yet  earned  any  revenues.


                                      - 4 -
<PAGE>
BUSINESS  DEVELOPMENT

Our  primary  business objective is to market 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.

We  are  doing  business  as  VitaBeast  Foods ("VitaBeast") and have started to
market  these  products  on-line  under  the  VitaBeast  Foods label. We will be
applying  to  trademark  the  name  VitaBeast  Foods.

We  are  marketing  our product in Vancouver, Canada in order to facilitate easy
delivery of our product. As soon as any and all defects have been identified and
fixed,  we  will  expand  our  geographic  market.

The  URL  www.vitabeast.com  is  owned  by the Company and customers place their
orders,  via  the  website,  and  will have their delivery couriered directly to
their  address.  All  financial transactions will be handled by VitaBeast's Visa
and  Mastercard  merchant  account. The VitaBeast Webmaster will download e-mail
orders several times a day, check for payment and then submit the product order.

VitaBeast  uses  e-commerce  advertising such as banner ads on major servers and
websites,  uses  affiliate  marketing as well as trying to insure that all major
search  engines  display VitaBeast on their search pages as a choice for healthy
pet  foods  and  homeopathic  supplements.

Sales  will  also be implemented by commissioned sales agents. Sales agents will
be  paid  a commission of 10% of the selling price of the VitaBeast product they
sell.  The  Company has had very little success in marketing the product on line
and  is  contemplating  doing a mail out to expose the service Vitabeast.com can
offer.  There  are  also  a substantial number of established pet food providers
that  are advertising on Television which is making it very difficult to compete
with.  There  are  also  local  land based pet food stores that are offering pet
foods  via  the  internet.


BACKGROUND  ON  VITABEAST.COM  AND  SUPPLIERS

We  ascertained  that  there  was  a  large  and untapped market for vitamin and
homeopathic  supplements,  as  well  as prepared fresh frozen raw pet foods.  We
found that many pet owners were in favor of changing their pet's diets to one of
fresh  raw  foods  rather  than dry treated food pellets and that most potential
customers  are  working  and  that  ordering  over the Internet would have great
convenience  appeal.

     VitaBeast has initially started out with two providers:

     a)   Amore Foods  Ltd.,  who  is  the  manufacturer  and distributor of the
          prepared  raw,  fresh  food meals for dogs and cats which they produce
          and  freeze,  including  buffalo meat and bones in meal size portions.
          Amore  Foods  distribute  as  wholesalers.

     b)   Adored  Beast  Veterinary  Clinic  will  provide  vitamins  and
          supplements,  until  we  are  in a financial position to order in bulk
          directly  from  the  distributors of vitamins and supplements. We will
          purchase  vitamins  and  minerals from Adored Beast at cost, plus 10%.

We  do not have a written long-term agreement with either provider but the basic
product  is  available  from  other sources and we, therefore, are not concerned
about  providers.

VitaBeast retained a marketing consultant to provide an initial consultation and
preliminary  marketing  plan  for the company. VitaBeast's www.vitabeast.com has
been  fully  functional  since  June  15,  2004.  VitaBeast has been advertising
on-line  but  has  not  yet  been  successful  in  selling  products.


                                      - 5 -
<PAGE>

COMPETITION

The  electronic commerce industry is rapidly evolving and intensely competitive,
and  we  expect  competition  to  intensify in the future. Barriers to entry are
minimal  and  current  and  new competitors can launch sites at a relatively low
cost. In addition, the fresh raw foods, vitamin and supplement products for pets
have  no  clear,  dominant  leader.

Our competitors can be divided into several groups including:

-    traditional  pet  stores  which  sell  packaged  dry  pet  food  as well as
     vitamins,  supplements,  minerals  and  alternative  health  products;

-    traditional  veterinary clinics will be a constant competitor to VitaBeast;

-    the online  retail  initiatives  of several traditional pet food, vitamins,
     supplements,  minerals  and  alternative  health  products  retailers;

-    independent  online  retailers  specializing  in  pet  foods,  vitamins and
     supplements;  and

-    mail-order  and  catalogue  retailers  of  pet food, vitamins, supplements,
     minerals  and  alternative  health  products.

Many  of  our  potential  competitors  have  longer  operating histories, larger
customer  or  user  bases,  greater  brand recognition and significantly greater
financial,  marketing  and other resources than we do. These competitors include
multi-store/franchised big box pet product retailers as well as smaller "mom and
pop"  retail  pet  stores.  In  addition, an online retailer may be acquired by,
receive  investments  from,  or  enter into other commercial relationships with,
larger,  well-established and well-financed companies as use of the Internet and
other  electronic services increases. Competitors have and may continue to adopt
aggressive  pricing  or inventory availability policies and devote substantially
more  resources  to  website  and  systems  development  than  we  do. Increased
competition  may  result  in reduced operating margins and loss of market share.

VitaBeast believes that the principal competitive factors in its' markets are:

-    Ability  to  attract  and  retain  customers  by  offering:
     a)   convenience  of  ordering  over  the  Internet  and home delivery; and
     b)   high quality  fresh  frozen  raw  foods  in  meal sized portions, high
          quality low cost vitamins and homeopathic supplements for the sole use
          of  pets.

-    Salespeople  working  on a commission basis to sell product directly to the
     consumer.

-    Unique  Product:  VitaBeast's  products  are  a  healthy alternative to the
     typical  dry  and  tinned  pet  foods.  It is management's opinion that pet
     owners  are  becoming more aware of the value of feeding their pets healthy
     fresh  raw  food  product  rather  than  pre-packaged  dry  foods.

-    Quality  and responsiveness of customer service: By utilizing the VitaBeast
     website,  www.vitabeast.com, customers can order directly and inquire about
     special  vitamin  and  supplement  needs.

With little difficulty, our online competitors can duplicate many of the
products or services offered on the VitaBeast web site.

REGULATORY ENVIRONMENT

There  is  no government body that regulates foods, vitamins and supplements for
pet  consumption. There are however a few associations that monitor the industry
such as the American Pet Products Manufacturers Association ("APPMA") Management
believes  that the vision of the American Pet Products Manufacturers Association
is  to create a society where every household has a pet or that pets are treated
in  a  caring  and responsible manner. Management has cut from the APPMA website
the following quote "The American Pet Products Manufacturer's Association is the


                                      - 6 -
<PAGE>
leading  not-for-profit  trade association serving the interests of American pet
product  manufacturers  and  importers.  Founded in 1958 with a membership of 17
manufacturers,  APPMA's  membership  has  grown  to include over 500 pet product
manufacturers  and  importers  representing  both large corporations and growing
business  enterprises. APPMA was established to promote, develop and advance pet
ownership  and  the  pet  product  industry".  To  this  end,  APPMA:

     -    supports  industry-related  market  research,  scientific  research
          and  educational  seminars;

     -    promotes  responsible  pet  ownership  through education and research;

     -    works closely  with  other  major  organizations  dedicated to similar
          goals  to  identify  and  help  fund  research  projects;  and

     -    monitors  and  responds  to  legislation  and  regulation.

It is the intention of the Company to become a member of APPMA.

REGULATION OF THE INTERNET

In  general,  existing  laws  and  regulations  apply  to transactions and other
activity  on  the Internet; however, the precise applicability of these laws and
regulations  to  the  Internet is sometimes uncertain. The vast majority of such
laws  was  adopted  prior to the advent of the Internet and, as a result, do not
contemplate or address the unique issues of the Internet or electronic commerce.
Nevertheless,  numerous  federal  and  state  government  agencies  have already
demonstrated significant activity in promoting consumer protection and enforcing
other  regulatory  and disclosure statutes on the Internet. Additionally, due to
the  increasing  use of the Internet as a medium for commerce and communication,
it  is possible that new laws and regulations may be enacted with respect to the
Internet  and  electronic commerce covering issues such as user privacy, freedom
of  expression,  advertising,  pricing,  content  and  quality  of  products and
services,  taxation,  intellectual property rights and information security. The
adoption  of such laws or regulations and the applicability of existing laws and
regulations  to the Internet may impair the growth of Internet use and result in
a  decline  of  our  sales.

CURRENT DEVELOPMENTS

On  April  7,  2006,  the  Company 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  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.


                                      - 7 -
<PAGE>

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.

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
made  available  pursuant to a verbal agreement with one of our director's other
companies  for  office  space located at Suite 206, 388 Drake Street, Vancouver,
British  Columbia,  Canada.

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 are not
currently  involved  in  any  such  litigation.

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

No  matters  were  submitted  to  a  vote  of security holders during the fourth
quarter  of  2006


                                      - 8 -
<PAGE>

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.

STOCK QUOTATIONS


              QUARTER ENDED      CLOSING PRICE
              -----------------  --------------

              March 31 2005      $         0.01
              -----------------  --------------
              June 30 2005                 0.01
              -----------------  --------------
              September 30 2005            0.01
              -----------------  --------------
              December 31 2005             0.01
              -----------------  --------------
              March 31 2006                0.05
              -----------------  --------------
              June 30 2006                 0.75
              -----------------  --------------
              September 2006               0.50
              -----------------  --------------
              December 2006                0.15
              -----------------  --------------


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

HOLDERS

As  of  January  31,  2007,  we  had sixty-nine 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 are likely to limit the Company's ability to pay
dividends  in  its  common  stock.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Set forth below is information related to the securities we sold during the last
fiscal  years  ended December 31 2006, without registration under the Securities
Act  of  1933,  as  amended.

NAME  DATE ACQUIRED  NUMBER OF SHARES  AGGREGATE CONSIDERATION
----  -------------  ----------------  -----------------------
NIL   N/A            N/A               N/A
----  -------------  ----------------  -----------------------


                                      - 9 -
<PAGE>

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, 2006, 2005 and 2004, are not
indicative  of  our current business plan and operations. During the years ended
December  31,  2006,  2005  and  2004,  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, 2006, we had a working capital deficit of $171,194.
We  are in immediate need of further working capital and are considering options
with  respect to financing in the form of debt, equity or a combination thereof.

RESULTS  OF  CONTINUING  OPERATIONS

TWELVE  MONTHS ENDED DECEMBER 31, 2006 AND TWELVE MONTHS ENDED DECEMBER 31, 2005

The  Company  had  no  revenue for the twelve months ended December 31, 2006 and
2005.  Expenses  increased  significantly  from  $51,014  in 2005 as compared to
$188,431  in  2006 due to the Agreement with Syntec Canada. In 2006, the Company
incurred  consultant  and  management fees of $104,301 as compared to $21,671 in
2005  as  additional  consultants  hired  for the new development. The legal and
audit  fees  were  $31,485 in 2006 as compared to $14,594 in 2005 for increasing
legal  consultations of the Agreement. Furthermore, the marketing fees increased
from  $7,771  in 2005 to $43,614 in 2006 as higher management fees were charged.
The  net loss for 2006 was $191,081 as compared to $51,014 in 2005. Our net loss
per  share  remained  at  $0.01  for  2006  and  nil  for  2005.

LIQUIDITY  AND  CAPITAL  RESOURCES

Our cash position is $15,356 as of December 31, 2006 and was $44,307 at December
31,  2005.

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
a  director  of  the  Company  and  a  company  with  a  director  in  common.

The Company's ability to continue as a going concern and fund operations through
the  remainder  of  2006  is  contingent upon its ability to raise funds through
equity  or  debt  financing.


                                     - 10 -
<PAGE>

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".

NEW  ACCOUNTING  STANDARDS

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. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an  employer  to  recognize  the over funded or under funded status of a defined
benefit  post  retirement  plan (other than a multiemployer plan) as an asset or
liability  in  its  statement of financial position, and to recognize changes in
that  funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 became effective for fiscal years ending after December 15,
2006.  The  implementation  of  SFAS  No.  158  had  no  impact on the Company's
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


                                     - 11 -
<PAGE>

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 -
<PAGE>

ITEM  7.     FINANCIAL  STATEMENTS











                               SYNTEC BIOFUEL INC.

                        (FORMERLY NETCO INVESTMENTS INC.)
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
                                December 31, 2006













                                     - 13 -
<PAGE>


               DALE MATHESON CARR-HILTON LABONTE LLP LETTERHEAD
                               [GRAPHIC OMITED]




            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors of
Syntec Biofuel Inc. (formerly Netco Investments Inc.)

We  have audited the accompanying balance sheet of Syntec Biofuel Inc. (formerly
Netco  Investments  Inc.),  a development stage company, as of December 31, 2006
and  the statements of operations, stockholders' deficit, and cash flows for the
year  then  ended  and  the cumulative period from March 15, 2000 (inception) to
December  31,  2006.  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  audit.  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, on
those  statements included an explanatory paragraph that described the Company's
working  capital  deficiency  with  no  established  source  of  revenue and its
dependence on its ability to raise capital from shareholders or other sources to
sustain  operations,  discussed  in  Note  1  to  the  financial statements. The
financial  statements  for the period March 15, 2000 (inception) to December 31,
2005  reflect  a  total  net loss of $112,114, 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  audit 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
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  based  on  our audit and the reports of other auditors, these
financial  statements  present  fairly,  in all material respects, the financial
position  of  Syntec Biofuel Inc. as of December 31, 2006 and the results of its
operations  and  its  cash flows for the year then ended and for the period from
March  15,  2000 (inception) to December 31, 2006, 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.

                                                                          "DMCL"

                                           DALE MATHESON CARR-HILTON LABONTE LLP
                                                           Chartered Accountants

Vancouver, Canada
March 20, 2007




                                [GRAPHIC OMITED]



                                     - 14 -
<PAGE>
<TABLE>
<CAPTION>
                               SYNTEC BIOFUEL INC.
                        (Formerly NetCo Investments Inc.)
                          (A Development Stage Company)
                                 BALANCE SHEETS


                                ASSETS                        December 31,
                                ------                  ----------------------
                                                           2006        2005
                                                        ----------  ----------
<S>                                                     <C>         <C>
Current
 Cash                                                   $  15,356   $  44,307

Equipment, net (Note 3)                                     2,397           -
                                                        ----------  ----------

                                                        $  17,753   $  44,307
                                                        ==========  ==========

            LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current
 Accounts payable and accrued liabilities               $  12,317   $   5,711
 Due to related party (Note 4)                             10,693           -
 Notes payable (Note 5)                                   163,540      17,023
                                                        ----------  ----------

                                                          186,550      22,734
                                                        ----------  ----------

Commitments and Contingencies (Notes 1 and 5)

Preferred stock:
 Authorized: 20,000,000 with a par value of $0.0001
 Issued and outstanding: None                                   -           -
Common stock: (Note 6)
 Authorized: 100,000,000 with a par value of $0.0001
 Issued and outstanding: 17,102,500 (2005: 17,100,000)      1,710       1,710
Additional paid-in capital                                133,227     131,977
Accumulated other comprehensive income                         71         610
Deficit accumulated during the development stage         (303,805)   (112,724)
                                                        ----------  ----------

                                                         (168,797)     21,573
                                                        ----------  ----------

                                                        $  17,753   $  44,307
                                                        ==========  ==========
</TABLE>


                             SEE ACCOMPANYING NOTES

                                     - 15 -
<PAGE>
<TABLE>
<CAPTION>
                               SYNTEC BIOFUEL INC.
                        (Formerly NetCo Investments Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


                                                                             March 15,
                                                                               2000
                                                                             (Date of
                                                     Years ended          Inception) to
                                                     December 31,          December 31,
                                                   2006          2005          2006
                                               ------------  -----------  --------------
<S>                                            <C>           <C>          <C>
Revenue                                        $         -   $        -   $           -
                                               ------------  -----------  --------------

Expenses
 Consulting fees (Note 4)                           60,687       13,900          74,587
 Depreciation                                          423            -             423
 Filing fees                                        12,533        6,519          24,879
 Interest expense                                    3,824        1,320           6,847
 Management fees (Note 4)                           43,614        7,771          51,385
 Marketing                                          25,748            -          25,748
 Office and miscellaneous                           12,667        1,820          16,955
 Professional fees                                  31,485       14,594          72,966
 Rights and licenses costs                             100           90          25,015
 Write-down of website                                   -        5,000           5,000
                                               ------------  -----------  --------------

                                                  (191,081)     (51,014)       (303,805)
                                               ------------  -----------  --------------

Net loss                                       $  (191,081)  $  (51,014)  $    (303,805)
                                               ============  ===========  ==============

Basic and diluted loss per share               $     (0.01)  $        -
                                               ============  ===========

Weighted average shares
 outstanding - basic and diluted                17,101,671   17,099,666
                                               ============  ===========

</TABLE>


                             SEE ACCOMPANYING NOTES

                                     - 16 -
<PAGE>
<TABLE>
<CAPTION>
                                     SYNTEC BIOFUEL INC.
                              (Formerly NetCo Investments Inc.)
                                (A Development Stage Company)
                                  STATEMENTS OF CASH FLOWS


                                                                               March 15,
                                                                                  2000
                                                          Years ended       (Inception) to
                                                          December 31,        December 31,
                                                        2006       2005           2006
                                                     ----------  ---------  ----------------
<S>                                                  <C>         <C>        <C>
Cash flows from operating activities
 Net loss                                            $(191,081)  $(51,014)  $      (303,805)
 Adjustments to reconcile net loss to net
 cash used in operating activities:
   Depreciation                                            423          -               423
   Legal and organizational expenses                         -          -             8,000
   Rights and licenses costs                                 -          -            24,751
   Share subscriptions receivable                            -        575               575
   Write-down of website                                     -      5,000             5,000
 Changes in operating assets and liabilities:
   Accounts payable and accrued liabilities              6,606      1,525            12,317
   Amounts due to (from) related parties                10,693    (14,892)           10,693
   Accrued interest on notes payable                     5,017          -             8,040
                                                     ----------  ---------  ----------------

Net cash used in operating activities                 (168,342)   (58,806)         (234,006)
                                                     ----------  ---------  ----------------

Cash flows from investing activities
 Purchase of equipment                                  (2,820)         -            (2,820)
 Rights and licenses                                         -          -                (1)
 Website cost                                                -     (5,000)           (5,000)
                                                     ----------  ---------  ----------------

Net cash used in investing activities                   (2,820)    (5,000)           (7,821)
                                                     ----------  ---------  ----------------

Cash flows from financing activities
 Increase (decrease) in share capital                    1,250     (4,988)          101,612
 Proceeds from notes payable                           141,500      1,320           155,500
                                                     ----------  ---------  ----------------

Net cash provided by (used in) financing activities    142,750     (3,668)          257,112
                                                     ----------  ---------  ----------------

Effect of exchange rates on cash                          (539)       610                71
                                                     ----------  ---------  ----------------

Net increase (decrease) in cash                        (28,951)   (66,864)           15,356

Cash, beginning of year                                 44,307    111,171                 -
                                                     ----------  ---------  ----------------

Cash, end of year                                    $  15,356   $ 44,307   $        15,356
                                                     ==========  =========  ================
</TABLE>


                             SEE ACCOMPANYING NOTES

                                     - 17 -
<PAGE>
<TABLE>
<CAPTION>
                                  SYNTEC BIOFUEL INC.
                           (Formerly NetCo Investments Inc.)
                             (A Development Stage Company)
                               STATEMENTS OF CASH FLOWS
                                      (Continued)


                                                                          March 15,
                                                                             2000
                                                                           (Date of
                                                         Years ended      Inception)
                                                         December 31,    December 31,
                                                       2006     2005         2006
                                                      ------  --------  --------------
<S>                                                   <C>     <C>       <C>
Cash paid for:

Income taxes                                          $    -  $      -  $           -
                                                      ======  ========  ==============

Interest                                              $    -  $      -  $           -
                                                      ======  ========  ==============


Non-cash Financing Activities
  A total of 800,000 common shares were issued to a
  company controlled by the sole director at a fair
  market value of $0.01 per share for legal and
  organizational expenses paid                        $    -  $      -  $       8,000

  A total of 3,500,000 common shares were issued at
  fair market value of $0.01 per share for the
  acquisition of a license from a company controlled
  by the sole director.                                    -         -         35,000

  Less:  dividend deemed paid                              -         -        (10,250)

  A total of 23,000 common shares were issued at
  fair market value of $0.025 per share pursuant to
  an SB-2 Registration Statement for share
  subscriptions receivable                                 -         -            575
                                                      ------  --------  --------------

                                                      $    -  $      -  $      33,325
                                                      ======  ========  ==============
</TABLE>


                             SEE ACCOMPANYING NOTES

                                     - 18 -
<PAGE>
<TABLE>
<CAPTION>
                                              SYNTEC BIOFUEL INC.
                                       (Formerly NetCo Investments Inc.)
                                          (A Development Stage Company)
                                  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


                                                                                         Deficit
                                                                       Accumulated     Accumulated
                                                        Additional        Other        During the
                                    Common     Stock     Paid-in      Comprehensive    Development
                                    Number    Amount     Capital      Income (Loss)       Stage        Total
                                  ----------  -------  ------------  ---------------  -------------  ----------
<S>                               <C>         <C>      <C>           <C>              <C>            <C>
Balance, March 15, 2000                    -  $     -  $         -   $            -   $          -   $       -
Shares issued for legal and
  organizational expenses          1,600,000      160        7,840                -              -       8,000
Shares issued for acquisition of
  license                          7,000,000      700       34,300                -              -      35,000
Dividend deemed paid                       -        -      (10,250)               -              -     (10,250)
Net loss                                   -        -            -                -        (32,750)    (32,750)
                                  ----------  -------  ------------  ---------------  -------------  ----------
Balance, December 31, 2000         8,600,000      860       31,890                -        (32,750)          -
Net loss                                   -        -            -                -           (500)       (500)
                                  ----------  -------  ------------  ---------------  -------------  ----------
Balance, December 31, 2001         8,600,000      860       31,890                -        (33,250)       (500)
Net loss                                   -        -            -                -         (1,857)     (1,857)
                                  ----------  -------  ------------  ---------------  -------------  ----------
Balance, December 31, 2002         8,600,000      860       31,890                -        (35,107)     (2,357)
Net loss                                   -        -            -                -         (6,529)     (6,529)
                                  ----------  -------  ------------  ---------------  -------------  ----------
Balance, December 31, 2003         8,600,000      860       31,890                -        (41,636)     (8,886)
Shares issued for private
  placement                        8,474,000      848      105,077                -              -     105,925
Net loss                                   -        -            -                -        (20,074)    (20,074)
                                  ----------  -------  ------------  ---------------  -------------  ----------
Balance, December 31, 2004        17,074,000    1,708      136,967                -        (61,710)     76,965
Shares issued for private
  placement                           26,000        2          323                -              -         325
Share issuance cost                        -        -       (5,313)               -              -      (5,313)
Foreign currency translation
  adjustment                               -        -            -              610              -         610
Net loss                                   -        -            -                -        (51,014)    (51,014)
                                  ----------  -------  ------------  ---------------  -------------  ----------
Balance, December 31, 2005        17,100,000    1,710      131,977              610       (112,724)     21,573
Stock issued as a
  private placement at a fair
  value of $0.50 per share             2,500        -        1,250                -              -       1,250
Foreign currency translation
  adjustment                               -        -            -             (539)             -        (539)
Net loss                                   -        -            -                -       (188,431)   (188,431)
                                  ----------  -------  ------------  ---------------  -------------  ----------

Balance, December 31, 2006        17,102,500  $ 1,710  $   133,227   $           71   $   (301,155)  $(166,147)
                                  ==========  =======  ============  ===============  =============  ==========
</TABLE>


                                     - 19 -
<PAGE>
                              SYNTEC BIOFUEL INC.
                       (Formerly NetCo Investments Inc.)
                         (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               December 31, 2006


Note 1    Nature and Continuance of Operations
          ------------------------------------

          Syntec  Biofuel  Inc.  (the  "Company")  was incorporated in the State
          of Washington on March 15, 2000. On April 7, 2006, the Company entered
          into  a  purchase  and assignment agreement (the "Purchase Agreement")
          with Syntec Biofuel Inc. ("Syntec Canada"), a Canadian company located
          in  Burnaby,  British  Columbia,  Canada,  to  acquire  all its assets
          including  the  intellectual property relating to the development of a
          catalyst  that  would  convert  biomass  into  ethanol (an additive to
          gasoline). 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. 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.

          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.

          The  Company  is  in  the  development  stage  and intends to continue
          its  existing  business  plan of attempting to sell and market via the
          internet  and  commissioned  sales  agents,  high-quality vitamins and
          homeopathic  supplements  with pre-packaged vacuum packed frozen foods
          in  meal  sized  portions  for  consumption  by domesticated household
          animals,  i.e.;  dogs  and  cats  ("Pets") under the 'VitaBeast Foods'
          label.

          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, 2006, the Company has
          accumulated  losses  of  $301,155  since  its inception of development
          stage,  has  a  working  capital deficiency of $166,147 and expects to
          incur  further losses in the development of its business, all of which
          casts  substantial  doubt about the Company's ability to continue as a
          going concern. The Company's ability to continue as a going concern is
          dependent  upon  its  ability to generate future profitable operations
          and/or  to  obtain the necessary financing to meet its obligations and
          repay  its  liabilities  arising  from normal business operations when
          they  come due. Management has no formal plan in place to address this
          concern  but  considers  that  the  Company  will  be  able  to obtain
          additional  funds  by  equity financing and/or related party advances;
          however,  there is no assurance of additional funding being available.

Note 2    Summary of Significant Accounting Policies
          ------------------------------------------

          The  financial  statements  of  the  Company  have  been  prepared  in
          accordance with accounting principles generally accepted in the United
          States  of America. Because a precise determination of many assets and
          liabilities  is  dependent  upon  future  events,  the  preparation of
          financial  statements  for  a  period  necessarily involves the use of
          estimates  which have been made using careful judgment. Actual results
          may  vary  from  these  estimates.

          The  financial  statements  have,  in  management's  opinion,  been
          properly  prepared  within the framework of the significant accounting
          policies  summarized  below:


                                     - 20 -
<PAGE>
SYNTEC BIOFUEL INC.
(Formerly NetCo Investments Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2006

Note 2    Summary of Significant Accounting Policies (continued)
          ------------------------------------------------------

          Development  Stage
          ------------------

          The  Company  is  a  development  stage  company  as  defined  in
          Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  7,
          "Development  Stage  Enterprises", as it is devoting substantially all
          of  its  efforts  to  establish  a  new business and planned principal
          operations  have  not  commenced.

          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
          existing  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.

          Earnings per Share
          ------------------

          The  Company  computes  loss  per  share  in  accordance with SFAS No.
          128,  "Earnings  per Share", which requires presentation of both basic
          and  diluted  earnings  per  share  on  the  face  of the statement of
          operations.  Basic  loss  per  share  is computed by dividing net loss
          available  to  common  shareholders  by the weighted average number of
          outstanding  common  shares  during the period. Diluted loss per share
          gives  effect  to  all  dilutive  potential  common shares outstanding
          during  the  period  including  stock  options and warrants, using the
          treasury  method,  and preferred stock, using the if-converted method.
          Dilutive  loss per share excludes all potential common shares if their
          effect  is  anti-dilutive.

          Foreign Currency Translation
          ----------------------------

          The  Company's  functional  currency  is  the  Canadian  dollar;
          substantially  all  of  the  Company's transactions are in Canada. The
          Company  uses  the  United States dollar as its reporting currency for
          consistency with registrants of the Securities and Exchange Commission
          ("SEC").

          Assets  and  liabilities  denominated  in  a  foreign  currency  are
          translated  at  the  exchange  rate  in  effect  at the period-end and
          capital  accounts  are  translated  at  historical rates. Statement of
          operations  accounts  are  translated at the average rates of exchange
          prevailing  during the period. Translation adjustments from the use of
          different  exchange  rates  from  period  to  period  are  included in
          comprehensive  income  whereas  gains  or  losses  resulting  from
          transactions  in  foreign  currencies  are  included  in  results  of
          operations.

          Financial Instruments
          ---------------------

          The  carrying  value  of  the  Company's  financial  instruments,
          consisting  of  cash, accounts payable and accrued liabilities and due
          to  related  parties  approximates  their  fair value due to the short
          maturity of such instruments. The carrying value of notes payable also
          approximates  their  fair  value.  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.


                                     - 21 -
<PAGE>
SYNTEC BIOFUEL INC.
(Formerly NetCo Investments Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2006

Note 2    Summary of Significant Accounting Policies (continued)
          ------------------------------------------

          Equipment
          ---------

          Equipment  is  recorded  at  cost.  Depreciation is provided using the
          declining  balance  method  at  30%  per  year.

          The  Company  evaluates  the  recoverability  of  equipment  whenever
          events  or  changes  in circumstances indicate that carrying amount of
          the  asset  may not be recovered. The Company determines impairment by
          comparing the undiscounted future cash flows estimated to be generated
          by  these  assets to their respective carrying amounts. Management has
          determined  that  no  permanent impairment has occurred as of December
          31,  2006.

          Stock-based  Compensation
          -------------------------

          The  Company  has  not  adopted  a  stock  option  plan  and  has  not
          granted  any  stock  options  from  its  inception.  Accordingly,  no
          stock-based  compensation  has  been  recorded  to  date.

          New Accounting Standards
          ------------------------

          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.

          In  September  2006,  the  FASB  issued  SFAS  No.  158,  "Employers'
          Accounting  for  Defined  Benefit  Pension  and  Other  Postretirement
          Plans."  This  Statement  requires  an  employer to recognize the over
          funded  or  under  funded  status of a defined benefit post retirement
          plan (other than a multiemployer plan) as an asset or liability in its
          statement  of  financial  position,  and  to recognize changes in that
          funded  status  in  the  year  in  which  the  changes  occur  through
          comprehensive  income.  SFAS  No.  158  is  effective for fiscal years
          ending after December 15, 2006. The implementation of SFAS No. 158 had
          no  impact  on  the  Company's  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,
          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.


                                     - 22 -
<PAGE>
SYNTEC BIOFUEL INC.
(Formerly NetCo Investments Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2006

Note 2    Summary of Significant Accounting Policies (continued)
          ------------------------------------------

          New Accounting Standards (continued)
          ------------------------

          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.

          Comparative Figures
          -------------------

          Certain  of  the  comparative  figures  have  been  reclassified  to
          conform  to  the  current  year's  presentation.

Note 3    Equipment
          ---------

          Equipment  consisted  of  the  following  at  December  31,  2006:


          Computer hardware               $2,820
          Less: accumulated depreciation    (423)
                                          -------

                                          $2,397
                                          =======

Note 4    Related Party Transactions
          --------------------------

          During  the  year  ended  December  31, 2006, the Company incurred the
          following  expenses  charged  by  directors  of  the  Company.

                                                  March 15, 2000
                                 Years ended     (Inception) to
                                 December 31,      December 31,
                                2006      2005         2006
                               -------  --------  ---------------
          Consulting fees      $11,013  $ 13,900  $        24,913
          Management fees       43,614     7,771           51,385
          Share issuance cost        -     5,313            5,313
          Website cost               -     5,000            5,000
                               -------  --------  ---------------

                               $54,627  $ 31,984  $        86,611
                               =======  ========  ===============

          The  amounts  owed  to  a  director  of  the  Company  at December 31,
          2006  are  unsecured,  non-interest  bearing  and have no set terms of
          repayment.


                                     - 23 -
<PAGE>
SYNTEC BIOFUEL INC.
(Formerly NetCo Investments Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2006

Note 5    Notes Payable
          -------------

          On  August  31,  2006,  the  Company  entered  into  an  assignment
          agreement  with  Iris  International Holdings Limited ("Iris") whereby
          the  Company  assigned  to  Iris:

               -    $94,461  of  its  promissory  notes  and  $14,039  of  loans
                    made  to Syntec Canada 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 is unsecured and bears interest at
               5%  per annum. Repayment of the principal and accrued interest is
               extended  and  payable by the Company on June 30, 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  payable  by the Company on June 30, 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 June 30, 2007.

          If  the  Company  is  not  able  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 less a 10%
          discount  which  would  represent  approximately  1,050,000  shares at
          December  31,  2006.

          As  of  September  30,  2006,  the  Company  received  loans  totaling
          $14,000  from  Hokley  Limited  ("Hokley")  as  follows:

          a)   On August  4,  2004,  the  Company  received  $4,000 from Hokley.
               The  promissory note is unsecured, bears interest at 8% per annum
               and  carries  a  loan  fee equal to 10% of the principal balance.
               Repayment  of  the  principal,  accrued  interest and loan fee is
               payable  by  the  Company  on  August  4,  2007.

          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  October  24,  2007.

          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  October  23,  2007.

          Included  in  the  notes  payable  balance  at  December  31,  2006 is
          accrued  interest  and  loan  fees  of  $8,040.


                                     - 24 -
<PAGE>
SYNTEC BIOFUEL INC.
(Formerly NetCo Investments Inc.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2006

Note 6    Capital 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 shares with a par value
          of  $0.0001,  with  17,102,500  shares  issued  and  outstanding.

          Unless  otherwise  noted,  all  references  to  common  stock,  common
          shares  outstanding,  average numbers of common shares outstanding and
          per share amounts in these financial statements and notes to financial
          statements have been restated to reflect the two-for-one forward stock
          split.

          On  May  9,  2006,  the  Company  raised  $1,250  (2005: $325) under a
          private  placement  by  issuing 2,500 (2005: 13,000) post-split common
          shares  at  $0.50  per share pursuant to Regulation S under the United
          States  Securities  Act  of  1933.

Note 7    Income Taxes
          ------------

          No  provision  for  income  taxes  has  been  provided  in  these
          financial statements due to the net loss for the year. At December 31,
          2006,  the  Company has net operating loss carryforwards, which expire
          commencing in 2020, totaling approximately $280,000. 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
          and  similar  state  provisions.

          The  following  is  a  summary  of  the  Company's net deferred income
          tax  assets  at  December  31:

                                              2006       2005
                                            ---------  ---------
          Net operating loss carryforwards  $280,000   $ 89,000
          Statutory tax rate                      34%        34%
          Deferred tax asset                  95,200     30,260
                                            ---------  ---------
          Valuation allowance                (95,200)   (30,260)

                                            $      -   $      -
                                            =========  =========

          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,  2006  was  $64,940.


                                     - 25 -
<PAGE>

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 our
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 year ended December 31, 2006 was 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

We  maintain disclosure controls and procedures that are designed to ensure that
information  that  is required to be disclosed in the Securities Exchange Act of
1934  reports  are  recorded, processed, summarized and reported within the time
periods  specified  in  the  SEC's rules and forms, and that such information is
accumulated  and  communicated  to  our  management  to  allow  timely decisions
regarding  required  disclosure.

Upon  our  filing  due  date  of  this  report,  our  management  carried out an
evaluation,  under  the supervision and with the participation of the management
on  the effectiveness of the design and operation of our disclosure controls and
procedures  pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing, our
President concluded that our disclosure controls and procedures are effective in
connection  with  the  filing  of this Annual Report on Form 10-KSB for the year
ended  December  31,  2006.

There  were  no significant changes in our internal controls or in other factors
that  could  significantly affect these controls subsequent to the date of their
evaluation,  including  any  significant  deficiencies or material weaknesses of
internal  controls  that  would  require  corrective  action.

ITEM  8b.     OTHER  INFORMATION

There is no information required to be disclosed in a report on Form 8-K, during
the  fourth  quarter  of  the  year  covered  by this Form 10-KSB, which has not
already  been  reported.


                                     - 26 -
<PAGE>
ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

             IDENTIFICATION  OF  DIRECTORS  AND  OFFICERS

<TABLE>
<CAPTION>


<S>                                 <C>  <C>
               NAME                 AGE  TITLE
               -------------------  ---  ------------------------------------------
               Michael Jackson(1)    66  President, Secretary, Treasurer, Directors
                                         and Chief Executive Officer

               Michael Rafferty(2)   67  Chief Financial Officer and Director

               Cary Martin(3)            Director
               -------------------       ------------------------------------------
<FN>
               1 Mr. Jackson was elected as officer and director in March 2000.

               2 Mr. Raftery was elected as officer and director in June 2005. He resigned as
               officer and director in February 2007.

               3 Cary Martin was elected as officer and director in July 2006 and subsequently
               resigned as in November 2006
</TABLE>

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.


                                     - 27 -
<PAGE>
Michael Raftery
---------------

Mr. Raftery has been the president of Hamilton Investments Ltd. since 1984. Over
the  past  35  years,  Mr.  Raftery  has  been  director  and officer of over 34
public-listed  companies,  carrying  out  duties  of  CEO  and  CFO. Most of the
companies  are  in  mining  or  mineral  exploration.

Mr. Raftery is an experienced chartered accountant; he obtained his professional
designation  in  England  and  Wales since 1966 and British Columbia since 1969.


FAMILY  RELATIONSHIPS

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

SIGNIFICANT  EMPLOYEES

We do not have any significant employees, other than Michael Jackson, our CEO.

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


                                     - 28 -
<PAGE>
          or  find  by  the  Securities  and  Exchange  Commission  has not been
          subsequently  reversed,  suspended  or  vacated;

     (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

To  the  best  of  our  knowledge  all  directors,  officers  and  persons  who
beneficially  owned  more  than  ten  percent  of  our common stock filed timely
reports  in  compliance  with  Section  16(a).

ITEM  10.     EXECUTIVE  COMPENSATION

OFFICERS  AND  DIRECTORS

The  total  directors'  fees  paid  during  the year ended December 31, 2006 was
$47,867.

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.


<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

--------------------------------------------------------------------------------------------------------
                                                         Long Term Compensation
                                                         -----------------------------------
                     Annual Compensation                 Awards                     Payouts
                     ----------------------------------  -----------  -----------  ---------
(a)                   (b)     (c)     (d)       (e)          (f)          (g)         (h)        (i)
-------------------  -----  -------  ------  ----------  -----------  -----------  ---------  ----------
                                               Other                  Securities
                                               Annual    Restricted   Underlying     LTIP     All Other
Name and                    Salary   Bonus    Compen-       Stock      Options/       Pay      Compen-
Principal Position   Year     ($)     ($)    sation ($)    Awards      SARS (#)    outs ($)   sation ($)
-------------------  -----  -------  ------  ----------  -----------  -----------  ---------  ----------
<S>                  <C>    <C>      <C>     <C>         <C>          <C>          <C>        <C>
Michael Jackson(1)
                      2003        -       -           -            -            -          -           -
                      2004        -       -           -            -            -          -           -
                      2005        -       -       7,440            -            -          -       1,239
                      2006        -       -       9,920            -            -          -           -
-------------------  -----  -------  ------  ----------  -----------  -----------  ---------  ----------
Michael Raftery(2)
                      2003        -       -           -            -            -          -           -
                      2004        -       -           -            -            -          -           -
                      2005        -       -       6,178            -            -          -           -
                      2006                -      11,013            -            -          -           -
                                                                                           -           -
                                  -       -                        -            -
-------------------  -----  -------  ------  ----------  -----------  -----------  ---------  ----------
Cary Martin(3)        2006                       26,934            -            -          -           -
-------------------  -----  -------  ------  ----------  -----------  -----------  ---------  ----------
<FN>
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
</TABLE>


                                     - 29 -
<PAGE>

OPTIONS/SAR GRANTS

We did not issue any options or SARs during the year ended December 31, 2006.

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, 2006.


ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED  STOCKHOLDER  MATTERS

The  following  table  sets forth, as of December 31, 2006, 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  17,102,500  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.

<TABLE>
<CAPTION>
NAME AND ADDRESS                                  NUMBER OF SHARES BENEFICIALLY OWNED  PERCENTAGE OF CLASS
------------------------------------------------  -----------------------------------  --------------------
<S>                                               <C>                                  <C>

National Financial Services LLC
200 Liberty St One World Financial Center
New York,  NY  10281                                                        1,516,100                 8.86%
------------------------------------------------  -----------------------------------  --------------------
Ryerson Corporation A.V.V. (1)
c/o 7 Abraham de Veerstraat,
P.O. Box 840, Curacao
Netherlands Antilles                                                        8,600,000                50.29%
------------------------------------------------  -----------------------------------  --------------------
Michael Jackson(1)                                                                  -                    -
------------------------------------------------  -----------------------------------  --------------------
Michael Raftery(2)                                                                  -                    -
------------------------------------------------  -----------------------------------  --------------------
Cary Martin                                                                    36,000                 0.21%
------------------------------------------------  -----------------------------------  --------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP                                36,000                 0.21%
------------------------------------------------  -----------------------------------  --------------------
<FN>
(1)  Michael  Jackson  is the controlling shareholder of Ryerson Corporation. He
     is  the  President,  CEO,  Secretary,  Treasurer  and Chair of the Board of
     Syntec  Biofuel  Inc.
(2)  Michael  Raftery was elected as officer and director of NetCo in June 2005.
     He  is  the CFO of NetCo. Michael Raftery resigned as officer and direct of
     Syntec  Biofuel  Inc  in  February  2007.
(3)  Cary Martin  was elected a Director on July 13th 2006. Cary Martin resigned
     as  Director  of  Syntec  Biofuel  Inc.  on  November  30,  2006.
</TABLE>


                                     - 30 -
<PAGE>
ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS


From January to June 2006, We pay a monthly administrative fee of $83 to Pelican
Financial  Corporation, of which Mr. Jackson is a director and beneficial owner.
From  July  to  December  2006,  We  pay  a monthly administrative fee of $83 to
Pelican  Financial  Corporation for their service of legal preceding with Syntec
Canada.

We  paid a sales commission of $7,722 in the year of 2005 to Mr. Joshua Jackson,
the  son of Mr. Jackson. 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  - Asset  purchase and assignment agreement
2.2*     Form 8-K - Promissory Note
2.3*     Form 8-K - Stock Split
2.4*     Form 8-K - change in date of Stock Split
2.5*     Form 8-K - Acquisition of Assets
2.6*     Form 8-K - Termination of Aquisition of Assets Agreement
31.1     302 Certification for the Chief Executive Officer
32.1     906 Certification for the Chief Executive Officer

* previously filed


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ITEM  14.     PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

1.   AUDIT FEES

     The  aggregate  fees  paid  for  2006  and  2005  fiscal  years  for
     professional  services rendered by the principal accountant, Amisano Hanson
     Chartered  Accountants,  and  the  fees  from  the 2006 fiscal year for the
     services  rendered  by  Dale  Matheson  Carr-Hilton  LaBonte  LLP 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:

                                                    2006                2005
        Amisano Hanson Chartered Accountants      $ 2,954              $12,518
        DMCL Chartered Accountants                $12,800 (estimated)  $   NIL

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.

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/  Michael  Jackson                             Date:  March 31, 2007
----------------------------------------------
Michael Jackson
Director, President, CEO, Secretary, Treasurer


In 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.


/s/  Michael  Jackson                             Date:  March 31, 2007
----------------------------------------------
Michael Jackson
Director, President, CEO, Secretary, Treasurer
----------------------------------------------

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