UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-Q




(Mark
One)




x
            Quarterly
      report pursuant Section 13 or 15(d) of the Securities Exchange Act of
      1934




For the
quarterly period ended June 30, 2010





 ̈
            Transition
      report pursuant Section 13 or 15(d) of the Securities Exchange Act of
      1934




For the
transition period from _______ to _______.




Commission
file number000-50907




PURE
BIOFUELS CORP.




(Exact
Name of Registrant as Specified in Its Charter)




Nevada
              (State
      of Incorporation)
            47-0930829
              (I.R.S.
      Employer Identification No.)


3811
Shadow Trace Circle


Houston,
TX 77082-5637


(Address
of Principal Executive Offices) (Zip Code)




1-281
540-9317


(Registrant’s
Telephone Number, Including Area Code)




N/A


(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)




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




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





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




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





As of
August 13, 2010, the Company had 236,387,893 outstanding shares of common stock,
par value $0.001.









PURE
      BIOFUELS CORP. AND SUBSIDIARIES




TABLE
      OF CONTENTS




PageNumberPART
      I.
              FINANCIAL
      INFORMATIONItem
      1.
              Financial
      StatementsConsolidated
      Balance Sheets as of June 30, 2010 (unaudited) and
              3December
      31, 2009Consolidated
      Statements of Operations and Other Comprehensive Incomefor
      the three and six months ended June 30, 2010 and 2009
      (unaudited)
              4Consolidated
      Statement of Stockholders' Equity (Deficit) for the periodended
      June 30, 2010 (unaudited)
              5Consolidated
      Statements of Cash Flows for the six months endedJune
      30, 2010 and 2009 (unaudited)
              6Notes
      to Consolidated Financial Statements (unaudited)
              7Item
      2.
              Management’s
      Discussion and Analysis or Plan of Operations
              28Item
      3.
              Quantitative
      and Qualitative Disclosures About Market Risk
              38Item
      4.
              Controls
      and Procedures
              38PART
      II.
              OTHER
      INFORMATION
              39Item
      1.
              Legal
      Proceedings
              39Item
      1A.
              Risk
      Factors
              39Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              39Item
      3.
              Defaults
      Upon Senior Securities
              39Item
      4.
              (Removed
      and Reserved)
              39Item
      5.
              Other
      Information
              39Item
      6.
              Exhibits
              39SIGNATURES
              
              50


2




PURE
BIOFUELS CORP. AND SUBSIDIARIES


CONSOLIDATED BALANCE
SHEETS




June
      30,
              
              
              December
      31,2010
              
              
              2009(Unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
              
              $
              1,475,101
              
              
              $
              735,352Use
      restricted cash
              
              
              1,813,488
              
              
              
              6,830,717Accounts
      receivable
              
              
              -
              
              
              
              155,093Inventories
              
              
              32,817,079
              
              
              
              355,531VAT
      credits
              
              
              2,640,383
              
              
              
              1,051,185Deposits
      and other assets
              
              
              468,097
              
              
              
              1,088,251TOTAL
      CURRENT ASSETS
              
              
              39,214,148
              
              
              
              10,216,129PROPERTY,
      PLANT AND EQUIPMENT, net
              
              
              40,729,434
              
              
              
              40,179,286DEBT
      ISSUANCE COSTS, net
              
              
              2,868,961
              
              
              
              3,332,390GOODWILL
              
              
              7,891,642
              
              
              
              7,716,956DEPOSIT
      GUARANTEE
              
              
              15,000,000
              
              
              
              15,000,000DEFERRED
      TAX ASSETS
              
              
              543,658
              
              
              
              531,625OTHER
      ASSETS
              
              
              4,276,168
              
              
              
              4,256,644TOTAL
      ASSETS
              
              $
              110,524,011
              
              
              $
              81,233,030LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
              
              $
              28,173,135
              
              
              $
              956,647Accrued
      expenses
              
              
              5,503,842
              
              
              
              3,815,939Due
      to related parties
              
              
              208,637
              
              
              
              438,026Short-term
      loans, net of debt discount of $3,945,652 as of June 30,
    2010
              
              
              3,190,363
              
              
              
              -Notes
      payable - current
              
              
              43,000,000
              
              
              
              43,000,000TOTAL
      CURRENT LIABILITIES
              
              
              80,075,977
              
              
              
              48,210,612CONVERTIBLE
      NOTES, net of debt discount of $9,004,539 and $10,392,971as
      of June 30, 2010 and December 31, 2009, respectively
              
              
              53,735,505
              
              
              
              48,795,662ACCRUED
      DERIVATIVE LIABILITIES
              
              
              15,668,789
              
              
              
              21,556,300TOTAL  LIABILITIES
              
              
              149,480,271
              
              
              
              118,562,574COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      DEFICITPreferred
      stock; $0.001 par value; 1,000,000 shares authorized, no shares
      issued
              
              
              -
              
              
              
              -Common
      stock; $0.001 par value; 750,000,000 sharesauthorized;
      236,387,893, shares issued and outstandingas
      of June 30, 2010 and December 31, 2009
              
              
              236,388
              
              
              
              236,388Additional
      paid-in capital
              
              
              62,093,955
              
              
              
              60,958,526Accumulated
      other comprehensive income
              
              
              1,858,511
              
              
              
              1,157,588Accumulated
      deficit
              
              
              (103,145,114
              )
              
              
              (99,682,046
              )TOTAL
      STOCKHOLDERS' DEFICIT
              
              
              (38,956,260
              )
              
              
              (37,329,544
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              110,524,011
              
              
              $
              81,233,030The
      accompanying notes are an integral part of these consolidated financial
      statements.




3


PURE
BIOFUELS CORP. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS


Three
      Months Ended
              
              
              Six
      Months EndedJune
      30, 2010
              
              
              June
      30, 2009
              
              
              June
      30, 2010
              
              
              June
      30, 2009(unaudited)
              
              
              (unaudited)
              
              
              (unaudited)
              
              
              (unaudited)REVENUE
              
              $
              1,678,739
              
              
              $
              544,385
              
              
              $
              1,681,112
              
              
              $
              957,733COST
      OF REVENUE
              
              
              1,715,037
              
              
              
              133,472
              
              
              
              1,726,876
              
              
              
              890,522GROSS
      MARGIN
              
              
              (36,298
              )
              
              
              410,913
              
              
              
              (45,764
              )
              
              
              67,211SELLING,
      GENERAL AND ADMINISTRATIVE  EXPENSES
              
              
              2,791,014
              
              
              
              2,047,062
              
              
              
              4,793,628
              
              
              
              4,083,134LOSS
      FROM OPERATIONS
              
              
              (2,827,312
              )
              
              
              (1,636,149
              )
              
              
              (4,839,392
              )
              
              
              (4,015,923
              )OTHER
      INCOME (EXPENSES):Interest
      and financing costs
              
              
              (10,829,321
              )
              
              
              (8,064,264
              )
              
              
              (16,196,216
              )
              
              
              (14,148,803
              )Other,
      net
              
              
              161,152
              
              
              
              (321,777
              )
              
              
              220,470
              
              
              
              (383,868
              )Gain
      (loss) on change in fair value of accrued derivative
      liabilities
              
              
              12,984,103
              
              
              
              (20,393,074
              )
              
              
              16,551,609
              
              
              
              (21,075,266
              )Foreign
      currency transaction gain (loss)
              
              
              382,760
              
              
              
              1,804,130
              
              
              
              800,461
              
              
              
              1,545,633TOTAL
      OTHER INCOME (EXPENSE), net
              
              
              2,698,694
              
              
              
              (26,974,985
              )
              
              
              1,376,324
              
              
              
              (34,062,304
              )LOSS
      BEFORE PROVISION FOR INCOME TAXES
              
              
              (128,618
              )
              
              
              (28,611,134
              )
              
              
              (3,463,068
              )
              
              
              (38,078,227
              )PROVISION
      FOR INCOME TAXES
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (128,618
              )
              
              $
              (28,611,134
              )
              
              $
              (3,463,068
              )
              
              $
              (38,078,227
              )OTHER
      COMPREHENSIVE GAIN (LOSS):Foreign
      currency translation adjustment
              
              
              119,176
              
              
              
              (5,546
              )
              
              
              700,923
              
              
              
              458,230COMPREHENSIVE
      LOSS
              
              $
              (9,442
              )
              
              $
              (28,616,680
              )
              
              $
              (2,762,145
              )
              
              $
              (37,619,997
              )NET
      LOSS PER SHARE - BASIC AND DILUTED
              
              $
              (0.00
              )
              
              $
              (0.17
              )
              
              $
              (0.01
              )
              
              $
              (0.22
              )WEIGHTED
      AVERAGE COMMON EQUIVALENTSHARES
      OUTSTANDING - BASIC AND DILUTED
              
              
              236,387,893
              
              
              
              172,374,699
              
              
              
              236,387,893
              
              
              
              172,374,699
 The
accompanying notes are an integral part of these consolidated financial
statements.
  4
  PURE
BIOFUELS CORP. AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)


Accumulated
              
              
              
              
              
              TotalAdditional
              
              
              Other
              
              
              
              
              
              Stockholders'Common
      Stock
              
              
              Paid-in
              
              
              Comprehensive
              
              
              Accumulated
              
              
              EquityShares
              
              
              Amount
              
              
              Capital
              
              
              Income
      (Loss)
              
              
              Deficit
              
              
              (Deficit)Balance,
      January 1, 2009 as adjusted
              
              
              172,374,699
              
              
              $
              172,375
              
              
              $
              48,422,971
              
              
              $
              (564,933
              )
              
              $
              (51,472,083
              )
              
              $
              (3,441,670
              )Stock
      compensation expense for options issued to employees
              
              
              -
              
              
              
              -
              
              
              
              2,352,524
              
              
              
              -
              
              
              
              -
              
              
              
              2,352,524Reclassification
      of fair value of options between liability and equity
              
              
              -
              
              
              
              -
              
              
              
              4,933
              
              
              
              -
              
              
              
              -
              
              
              
              4,933Issuance
      of 64,013,194 shares of common stock for debt financing
              
              
              64,013,194
              
              
              
              64,013
              
              
              
              10,178,098
              
              
              
              -
              
              
              
              -
              
              
              
              10,242,111Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,722,521
              
              
              
              -
              
              
              
              1,722,521Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (48,209,963
              )
              
              
              (48,209,963
              )Balance,
      December 31, 2009
              
              
              236,387,893
              
              
              $
              236,388
              
              
              $
              60,958,526
              
              
              $
              1,157,588
              
              
              $
              (99,682,046
              )
              
              $
              (37,329,544
              )Stock
      compensation expense for options issued to employees
              
              
              -
              
              
              
              -
              
              
              
              1,135,429
              
              
              
              -
              
              
              
              -
              
              
              
              1,135,429Foreign
      currency translation adjustment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              700,923
              
              
              
              -
              
              
              
              700,923Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (3,463,068
              )
              
              
              (3,463,068
              )Balance,
      June 30, 2010 (unaudited)
              
              
              236,387,893
              
              
              $
              236,388
              
              
              $
              62,093,955
              
              
              $
              1,858,511
              
              
              $
              (103,145,114
              )
              
              $
              (38,956,260
              )


The
accompanying notes are an integral part of these consolidated financial
statements.
  5
  PURE
BIOFUELS CORP. AND SUBSIDIARIES
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
  Six
      Months
              
              
              Six
      MonthsEnded
              
              
              EndedJune
      30, 2010
              
              
              June
      30, 2009(Unaudited)
              
              
              (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (3,463,068
              )
              
              $
              (38,078,227
              )Adjustments
      to reconcile net loss to net cash(used
      in) provided by operating activities:Depreciation
              
              
              379,177
              
              
              
              395,284Stock
      compensation expense for options issued to employees
              
              
              1,135,429
              
              
              
              1,155,020Fair
      value of shares issued for services
              
              
              -
              
              
              
              1,819,375Fair
      value of warrants and conversion options issued for financing
      costs
              
              
              4,575,652
              
              
              
              4,913,240Amortization
      of debt discounts, debt issuance costs and financing costs
              
              
              4,975,037
              
              
              
              3,995,041(Gain)
      loss on change in fair value of accrued derivative
    liabilities
              
              
              (16,551,609
              )
              
              
              21,075,266Non-cash
      foreign currency transaction (gain) loss
              
              
              (508,484
              )
              
              
              (1,587,927
              )Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              160,632
              
              
              
              106,187Inventories
              
              
              (32,247,988
              )
              
              
              564,020VAT
      credits
              
              
              (1,555,489
              )
              
              
              (137,482
              )Deposit
      and other assets
              
              
              (354,488
              )
              
              
              (990,998
              )Accounts
      payable
              
              
              27,022,621
              
              
              
              (442,584
              )Accrued
      expenses
              
              
              5,222,350
              
              
              
              3,628,469Due
      to related parties
              
              
              (237,790
              )
              
              
              170,512Net
      cash used in operating activities
              
              
              (11,448,018
              )
              
              
              (3,414,804
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of equipment
              
              
              (22,077
              )
              
              
              (193,528
              )Net
      cash used in investing activities
              
              
              (22,077
              )
              
              
              (193,528
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of convertible notes
              
              
              -
              
              
              
              2,200,000Proceeds
      from issuance of notes payable - short term
              
              
              7,136,015
              
              
              
              1,500,000Change
      in restricted cash
              
              
              5,047,365
              
              
              
              5,867Payment
      on notes payable - short term
              
              
              -
              
              
              
              (500,000
              )Net
      cash provided by financing activities
              
              
              12,183,380
              
              
              
              3,205,867Effect
      of exchange rate changes on cash and cash equivalents
              
              
              26,464
              
              
              
              13,485NET
      CHANGE IN CASH AND CASH EQUIVALENTS
              
              
              739,749
              
              
              
              (388,980
              )CASH
      AND CASH EQUIVALENTS, Beginning of period
              
              
              735,352
              
              
              
              579,241CASH
      AND CASH EQUIVALENTS, End of period
              
              $
              1,475,101
              
              
              $
              190,261The
      accompanying notes are an integral part of these consolidated financial
      statements.




6


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)




Note
1 –  Organization and Basis of Presentation





The
unaudited consolidated financial statements have been prepared by Pure Biofuels
Corp. (the “Company”), pursuant to the rules and regulations of the Securities
and Exchange Commission. The information furnished herein reflects all
adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management, necessary to fairly present the operating results
for the respective periods. Certain information and footnote disclosures
normally present in annual consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes included in the Company’s Annual
Report on Form 10-K. The results for the six months ended June 30, 2010 are not
necessarily indicative of the results to be expected for the full year ending
December 31, 2010.





Organization and Line of
Business




Pure
Biofuels Corp., through its directly owned subsidiaries Pure Biofuels del Peru
S.A.C. and Palma Industrial S.A.C., processes, produces and distributes
biodiesel as an alternative fuel for freight and transportation fleets, marines,
farming, rail and aviation industries, and other industrial uses.  The
Company’s products are sold in Peru.





Development Stage
Company





The
Company was in the development stage through July 31, 2009.  During
the period that the Company was considered a development stage company, the
Company incurred accumulated losses of approximately $105,000,000, of which,
approximately $75,000,000 were non-cash expenses associated with debt and equity
financings and stock compensation expense for options issued to
employees.





Going-Concern





The
Company has continued to incur losses since exiting from the development stage
and has only recently begun principal operations. For the three months ended
June 30, 2010 and 2009, the Company incurred a net loss of $128,618 and
$28,611,134, respectively. For the six months ended June 30, 2010 and 2009, the
Company incurred a net loss of $3,463,068 and $38,078,227, respectively, and has
an accumulated deficit of $103,145,114 as of June 30, 2010. In addition, the
Company is in technical non-compliance with certain covenants under the
Interbank Loan Agreement which requires the $43,000,000 to be classified on the
consolidated financial statements as a current liability.  Due to the
current liability classification, the Company has a negative working capital
balance of $40,861,829 at June 30, 2010.  These circumstances raise
substantial doubt about the Company’s ability to continue as a going
concern.





The
Company has begun generating revenues from the sale of biodiesel as well as
by-products of products for the period after the Company ceased to be a
development stage company.  During July 2009, the Company obtained the
$43,000,000 from Interbank in additional financing which provided the Company
with the available cash flow during the coming year.  With the
financing from Interbank, the Company is able to partially fund working capital
and expects to begin generating significant revenues during the second half of
year 2010 provided additional working capital is obtained.




7


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


These
consolidated financial statements have been prepared on a going-concern basis,
which implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business.  The Company is unlikely
to pay dividends or generate significant earnings in the immediate or
foreseeable future. The continuation of the Company as a going-concern is
dependent upon its ability to generate sustainable revenue and negotiate the
technical non-compliance with the Interbank loan. These consolidated financial
statements do not include any adjustments to the recoverability and
classification of the recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a
going-concern.





Basis of
Presentation





The
accompanying consolidated financial statements include the accounts of Pure
Biofuels Corp. and its subsidiaries as follows:





PlaceSubsidiary
              
              Incorporated
              
              %
      Owned
              
              ParentPure
      Biofuels Del Peru S.A.C.
              
              Peru
              
              99.9
              
              Pure
      Biofuels Corp.Palma
      Industrial S.A.C.
              
              Peru
              
              99.9
              
              Pure
      Biofuels Corp.Pure
      Biocarburantes S.A. *
              
              Argentina
              
              99.4
              
              Pure
      Biofuels Del Peru S.A.C.




* Pure
Biocarburantes S. A. was disposed of during 2009.  The operations were
insignificant to the operations of Pure Biofuels Del Peru.





The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America
and have been consistently applied. The Company’s subsidiaries use their local
currencies, Peruvian Nuevos Soles (“PEN”) and the Argentinean Peso (ARS);
however the accompanying consolidated financial statements have been translated
and presented in United States Dollars (“$”).





Note
2 – Summary of Significant Accounting Policies





Principles of
Consolidation





The
accompanying consolidated financial statements include the accounts of Pure
Biofuels Corp. and its subsidiaries. All intercompany balances and transactions
have been eliminated in consolidation.





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period. The significant estimates made in the preparation
of the Company’s consolidated financial statements relate to the determination
of depreciation rates for equipment, reserves for slow moving and obsolete
inventory, future tax rates used to determine future income taxes, and the
carrying values of goodwill and accrued derivative liabilities.  The
Company’s actual results could differ materially from these estimates upon which
the carrying values were based.




8


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Cash and Cash
Equivalents





Cash and
cash equivalents include cash on hand, cash in time deposits and all highly
liquid investments with original maturities of three months or
less.





Use Restricted
Cash





Restricted
cash consists of monies under a standby letter of credit as required by a vendor
and a deposit in guarantee.  As of June 30, 2010 and December 31,
2009, total restricted cash related to the standby letter of credit amounted to
$0 and $141,852, respectively. As of June 30, 2010 and December 31, 2009, total
restricted cash related to restricted working capital amounted to $1,813,488 and
$6,830,717, respectively. As of June 30, 2010 and December 31, 2009, total
non-current restricted cash related to the deposit in guarantee under the
Interbank Financing amounted to $15,000,000.  See Note 9 for details
on deposit in guarantee and restricted working capital.




Accounts
Receivable





The
Company maintains reserves for potential credit losses on accounts
receivable.  Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of the reserve. Accounts receivable will be considered
delinquent if payment is not received before the due dates established in the
sales agreement with customers. Delinquent account balances are written-off
after management has determined that the likelihood of collection is not
probable, and known bad debts are written off against allowance for doubtful
accounts when identified. As of June 30, 2010 and December 31, 2009, the Company
determined that no reserves for accounts receivable were necessary.





Inventories





Inventories
are stated at the lower of cost or market. Cost has been determined by using the
first-in, first-out method. The Company periodically reviews its reserves for
slow moving and obsolete inventories. As of June 30, 2010 and December 31, 2009,
the Company believes that no reserve was necessary.





Property, Plant and
Equipment





Property,
plant and equipment are stated at historical cost and are depreciated using the
straight-line method over their estimated useful lives. The useful lives and
depreciation methods are reviewed periodically to ensure that the depreciation
method and period are consistent with the anticipated pattern of future economic
benefits. Expenditures for maintenance and repairs which do not improve or
extend the respective lives of the assets are charged to operations as incurred
while renewals and betterments are capitalized. Gains and losses on disposals
are included in the results of operations.





The
estimated useful lives are as follows:




9


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Building
      improvements
            
            10
      yearsFacilities
      and equipment
            
            10
      yearsComputer
      equipments and licenses
            
            4
      yearsOther
      fixed assets
            
            5-10
      years





Goodwill and
Impairment





The
Company applies Accounting Standards Codification (“ASC”) Topic 350,
“Intangibles - Goodwill and Other Intangible Assets,” to record goodwill and
intangible assets.  In accordance with ASC 350, certain intangible
assets are to be assessed periodically for impairment using fair value
measurement techniques. Goodwill is tested for impairment on an annual basis as
of the end of the Company's fiscal year, or more frequently when impairment
indicators arise. The Company evaluates the recoverability of intangible assets
periodically and takes into account events and circumstances which indicate that
impairment exists. The Company believes that as of June 30, 2010 and December
31, 2009, there was no impairment of its goodwill.





Impairment or Disposal of
Long-Lived Assets





The
Company applies the provisions of ASC Topic 360, “Property, Plant, and
Equipment,” which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. The Company evaluates the
recoverability of its long-lived assets if circumstances indicate impairment may
have occurred.  This analysis is performed by comparing the respective
carrying values of the assets to the current and expected future cash flows, on
an undiscounted basis, to be generated from such assets. ASC 360 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets’ carrying amounts. In
that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair value of the long-lived assets. Loss on long-lived
assets to be disposed of is determined in a similar manner, except that fair
values are reduced for the cost of disposal. Based on its review, the Company
believes that as of June 30, 2010 and December 31, 2009, there was no impairment
of its long-lived assets.





Accrued Derivative
Liabilities





The
Company applies ASC Topic 815, “Derivatives and Hedging,” which provides a
two-step model to determine whether a financial instrument or an embedded
feature is indexed to an issuer’s own stock and thus able to qualify for the
scope exception in ASC 815-10-15-74. This standard triggers liability accounting
on all instruments and embedded features exercisable at strike prices
denominated in any currency other than the functional currency of the operating
entity in Peru.  Using the criteria in ASC 815, the Company determines
which instruments or embedded features that require liability accounting and
records the fair values as an accrued derivative liability. The changes in the
values of the accrued derivative liabilities are shown in the accompanying
consolidated statements of operations as “gain (loss) on change in fair value of
accrued derivative liabilities.”




10


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Fair Value
Measurements





For
certain financial instruments, including cash and cash equivalents, restricted
cash, accounts receivable, accounts payable, accrued liabilities and short-term
debt, the carrying amounts approximate their fair values due to their short
maturities. In addition, the Company has long-term debt with financial
institutions. The carrying amounts of the long-term liabilities approximate
their fair values based on current rates of interest for instruments with
similar characteristics.





ASC Topic
820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair
value of financial instruments held by the Company. ASC Topic 825, “Financial
Instruments,” defines fair value, and establishes a three-level valuation
hierarchy for disclosures of fair value measurement that enhances disclosure
requirements for fair value measures.  The carrying amounts reported
in the consolidated balance sheets for receivables, certain other current assets
and current liabilities each qualify as financial instruments and are a
reasonable estimate of their fair values because of the short period of time
between the origination of such instruments and their expected realization and
their current market rate of interest. The three levels of valuation hierarchy
are defined as follows:





·
            Level
      1 inputs to the valuation methodology are quoted prices for identical
      assets or liabilities in active
markets.





·
            Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial
  instrument.





·
            Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value measurement.





The
Company’s warrant liability is carried at fair value totaling $12,630,631 and
$11,169,503, as of June 30, 2010 and December 31, 2009,
respectively.  The Company’s conversion option liability is carried at
fair value totaling $3,038,158 and $10,386,797 as of June 30, 2010 and December
31, 2009, respectively.  The Company used Level 2 inputs for its
valuation methodology for the warrant liability and conversion option liability
as their fair values were determined by using the Black-Scholes option pricing
model using the following assumptions:





June
      30, 2010
            
            
            December
      31, 2009Annual
      dividend yield
            
            
            -
            
            
            
            -Expected
      life (years)
            
            
            1.81
      – 6.93
            
            
            
            2.3-6.6Risk-free
      interest rate
            
            
            .61%-2.42
            %
            
            
            1.14%-3.39
            %Expected
      volatility
            
            
            140
            %
            
            
            140
            %





Expected
volatility is based primarily on historical volatility. Historical volatility
was computed using daily pricing observations for recent periods that correspond
to the term of the warrants and conversion options. We believe this method
produces an estimate that is representative of our expectations of future
volatility over the expected term of these warrants and conversion options. We
have no reason to believe future volatility over the expected remaining life of
these warrants is likely to differ materially from historical volatility. The
expected life is based on the remaining term of the warrants and conversion
options. The risk-free interest rate is based on U.S. Treasury securities with
maturity terms similar to the expected remaining term of the warrants and
conversion options.




11


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Fair
      Value
              As
      of
              June
      30, 2010
            
            Fair
      Value Measurements at
              June
      30, 2010
              Using
      Fair Value HierarchyLiabilities
            
            
            
            Level 1
            
            Level 2
            
            Level 3Warrant
      liability
            
            $
            12,630,631
            
            
            
            $
            12,630,631Conversion
      option liability
            
            
            3,038,158
            
            
            
            
            3,038,158Total
      accrued derivative liabilities
            
            $
            15,668,789
            
            
            
            $
            15,668,789




The
change in fair value of accrued derivative liabilities is charged as a gain or a
loss on the consolidated statement of operations. The Company recognized a gain
of $12,984,103 and $16,551,609 for the three and six months ended June 30, 2010,
respectively.  The Company recognized a loss of $20,393,074 and
$21,075,266 for the three and six months ended June 30, 2009,
respectively.  The Company did not identify any other non-recurring
assets and liabilities that are required to be presented in the consolidated
balance sheets at fair value in accordance with ASC 825.





Concentration of Credit
Risk





Cash
includes cash on hand and demand deposits in accounts maintained within Peru and
the United States. Certain financial instruments, which subject the Company to
concentration of credit risk, consist of cash and restricted cash. The Company
maintains balances at financial institutions which, from time to time, may
exceed Federal Deposit Insurance Corporation insured limits for the banks
located in the Unites States. Balances at financial institutions within Peru are
not covered by insurance. As of June 30, 2010 and December 31, 2009, the Company
had deposits in excess of federally-insured limits of approximately $16,455,808
and $22,551,847, respectively. The Company has not experienced any losses in
such accounts.





Two
vendors provided 88% and 12% of the Company’s raw materials for the six months
ended June 30, 2010.





During
the six months ended June 30, 2010, two customers accounted for 68% and 31% of
the Company’s sales.





The
Company’s operations are carried out in Peru. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the country, and by the general
state of the country’s economy. The Company's operations in Peru are subject to
specific considerations and significant risks not typically associated with
companies in North America. These include risks associated with, among others,
the political, economic and legal environments and foreign currency exchange.
The Company's results may be adversely affected by changes in governmental
policies with respect to laws and regulations, anti-inflationary measures,
currency conversion and remittance abroad, and rates and methods of taxation,
among other things.





Foreign Currency
Translations and Comprehensive Income




12


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


The
reporting currency of the Company is the U.S. dollar. The Company’s subsidiaries
use their local currencies, the Peruvian New Sol (PEN) as their functional
currencies for the six months ended June 30, 2010 and the PEN and Argentinean
Peso (ARS) as their functional currencies for the six months ended June 30,
2009. Assets and liabilities are translated using the exchange rates prevailing
at the balance sheet dates. Translation adjustments resulting from this process
are included in accumulated other comprehensive loss in the consolidated
statements of stockholders’ equity. Transaction gains and losses that arise from
exchange rate fluctuations on transactions denominated in a currency other than
the functional currency are included in the results of operations as
incurred.




Asset and
liability amounts at June 30, 2010 and December 31, 2009 were translated at
2.827 PEN to $1.00 USD and 2.890 PEN to $1.00 USD, respectively, for the
Company’s Peruvian subsidiaries. Equity accounts were stated at their historical
rates. The average translation rates applied to statement of operations accounts
for the six months ended June 30, 2010 and 2009 were 2.845 PEN and 3.098 PEN to
$1.00 USD, respectively; and for the six months ended June 30, 2009 was 3.626
ARS to $1.00 USD.  Cash flows are also translated at average
translation rates for the period. Therefore, amounts reported on the
consolidated statements of cash flows will not necessarily agree with changes in
the corresponding balances on the consolidated balance sheets.





Foreign Currency Transaction
Gains and Losses





Transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred.  Historically, the Company has not
entered into any currency trading or hedging transactions, although there is no
assurance that the Company will not enter into such transactions in the
future.





Income
Taxes





The
Company accounts for income taxes in accordance with ASC Topic 740, “Income
Taxes.” ASC 740 requires a company to use the asset and liability method of
accounting for income taxes, whereby deferred tax assets are recognized for
deductible temporary differences, and deferred tax liabilities are recognized
for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion, or all of, the
deferred tax assets will not be realized.  Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.





Under ASC
740, a tax position is recognized as a benefit only if it is “more likely than
not” that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The evaluation of a tax position is a
two-step process. The first step is to determine whether it is
more-likely-than-not that a tax position will be sustained upon examination,
including the resolution of any related appeals or litigation based on the
technical merits of that position. The second step is to measure a tax position
that meets the more-likely-than-not threshold to determine the amount of benefit
to be recognized in the financial statements. A tax position is measured at the
largest amount of benefit that is greater than 50 percent likely of being
realized upon ultimate settlement. Tax positions that previously failed to meet
the more-likely-than-not recognition threshold should be recognized in the first
subsequent period in which the threshold is met. Previously recognized tax
positions that no longer meet the more-likely-than-not criteria should be
de-recognized in the first subsequent financial reporting period in which the
threshold is no longer met. Penalties and interest incurred related to
underpayment of income tax are classified as income tax expense in the year
incurred.  No significant penalties or interest relating to income taxes
have been incurred during the six months ended June 30, 2010 and
2009.  GAAP also provides guidance on de-recognition, classification,
interest and penalties, accounting in interim periods, disclosures and
transition.




13


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Revenue
Recognition





In
accordance with the Securities and Exchange Commission’s (“SEC”) Staff
Accounting Bulletin (“SAB”) Topic 13, “Revenue Recognition,” the Company
recognizes revenue when it is realized or realizable and earned. The Company
must meet all of the following four criteria under SAB 104 to recognize
revenue:





·
            Persuasive
      evidence of an arrangement exists


·
            Delivery
      has occurred


·
            The
      sales price is fixed or
determinable


·
            Collection
      is reasonably assured





Basic and Diluted Losses Per
Share





Earnings
per share is calculated in accordance with the ASC Topic 260, “Earnings Per
Share.”  Basic earnings per share is calculated dividing income
available to common stockholders by the weighted average number of common shares
outstanding.  Diluted earnings per share is based on the assumption
that all dilutive convertible shares and stock options and warrants were
converted or exercised. Dilution is computed by applying the treasury stock
method. Under this method, warrants and options are assumed to be exercised at
the beginning of the period (or at the time of issuance, if later), and as if
funds obtained thereby were used to purchase common stock at the average market
price during the period. All warrants, options and convertible notes were
excluded from the diluted loss per share calculation due to the anti-dilutive
effect.  As of June 30, 2010 and June 30, 2009, the following
potential dilutive shares were excluded from the diluted loss per share for all
periods presented due to their anti-dilutive effect.





June
      30, 2010
              
              
              June
      30, 2009Options
              
              
              15,217,500
              
              
              
              15,186,250Warrants
              
              
              353,085,929
              
              
              
              133,055,665Convertible
      notes
              
              
              209,133,479
              
              
              
              131,161,230Total
              
              
              577,436,908
              
              
              
              279,403,145





Stock-Based
Compensation





The
Company records stock-based compensation in accordance with ASC Topic 718,
“Compensation – Stock Compensation.”  ASC 718 requires companies to
measure compensation cost for stock-based employee compensation at fair value at
the grant date and recognize the expense over the employee’s requisite service
period. Under ASC 718, the Company’s volatility is based on the historical
volatility of the Company’s stock or the expected volatility of similar
companies. The expected life assumption is primarily based on historical
exercise patterns and employee post-vesting termination behavior. The risk-free
interest rate for the expected term of the option is based on the U.S. Treasury
yield curve in effect at the time of grant.




14


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


The
Company uses the Black-Scholes option-pricing model which was developed for use
in estimating the fair value of options. Option-pricing models require the input
of highly complex and subjective variables including the expected life of
options granted and the Company’s expected stock price volatility over a period
equal to or greater than the expected life of the options. Because changes in
the subjective assumptions can materially affect the estimated value of the
Company’s employee stock options, it is management’s opinion that the
Black-Scholes option-pricing model may not provide an accurate measure of the
fair value of the Company’s employee stock options. Although the fair value of
employee stock options is determined in accordance with ASC 718 using an
option-pricing model, that value may not be indicative of the fair value
observed in a willing buyer/willing seller market transaction.





On April
27, 2007, the Company’s board of directors amended and restated the Company’s
stock option plan to increase the number of available options from a total of
18,000,000 to 21,000,000 options that enables it to grant options to employees,
including its officers and directors, and its subsidiaries and other persons who
contribute efforts to the Company.  The board of directors administers the
stock option plan. The stockholders approved the stock option plan on November
19, 2007.





Statement of Cash
Flows





In
accordance with ASC Topic 230, “Statement of Cash Flows,” cash flows from the
Company’s operations are calculated based upon the local currencies using the
average translation rates. As a result, amounts related to assets and
liabilities reported on the consolidated statements of cash flows will not
necessarily agree with changes in the corresponding balances on the consolidated
balance sheets.





Reclassification





Certain
reclassifications have been made to the 2009 consolidated financial statements
to conform to the 2010 consolidated financial statement presentation. These
reclassifications had no effect on net loss or cash flows as previously
reported.





Recent
Pronouncements





In
October 2009, the FASB issued Accounting Standards Update 2009-15 ("ASU
2009-15") regarding accounting for own-share lending arrangements in
contemplation of convertible debt issuance or other financing.  This
ASU requires that at the date of issuance of the shares in a share-lending
arrangement entered into in contemplation of a convertible debt offering or
other financing, the shares issued shall be measured at fair value and be
recognized as an issuance cost, with an offset to additional paid-in capital.
Further, loaned shares are excluded from basic and diluted earnings per share
unless default of the share-lending arrangement occurs, at which time the loaned
shares would be included in the basic and diluted earnings-per-share
calculation.  This ASU is effective for fiscal years beginning on or
after December 15, 2009, and interim periods within those fiscal years for
arrangements outstanding as of the beginning of those fiscal years. The adoption
of this ASU did not have a significant impact on the Company’s consolidated
financial statements.




15


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


On
December 15, 2009, the FASB issued ASU No. 2010-06 Fair Value Measurements and
Disclosures Topic 820 “Improving Disclosures about Fair Value
Measurements”.  This ASU requires some new disclosures and clarifies
some existing disclosure requirements about fair value measurement as set forth
in Codification Subtopic 820-10. The FASB’s objective is to improve these
disclosures and, thus, increase the transparency in financial
reporting.  The adoption of this ASU did not have a material impact on
the Company’s consolidated financial statements.





In
December 2009, FASB issued ASU No. 2009-17 Improvements to Financial Reporting
by Enterprises Involved with Variable Interest Entities. This Accounting
Standards Update amends the FASB Accounting Standards Codification for the
issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R).
The amendments in this Accounting Standards Update replace the
quantitative-based risks and rewards calculation for determining which reporting
entity, if any, has a controlling financial interest in a variable interest
entity with an approach focused on identifying which reporting entity has the
power to direct the activities of a variable interest entity that most
significantly impact the entity’s economic performance and (1) the obligation to
absorb losses of the entity or (2) the right to receive benefits from the
entity. An approach that is expected to be primarily qualitative will be more
effective for identifying which reporting entity has a controlling financial
interest in a variable interest entity. The amendments in this Update also
require additional disclosures about a reporting entity’s involvement in
variable interest entities, which will enhance the information provided to users
of financial statements. This ASU is effective for fiscal years beginning on or
after November 15, 2009, and interim periods within those fiscal years. The
adoption of this ASU did not have a material impact on the Company’s
consolidated financial statements.





In March
2010, FASB issued ASU No. 2010-10 Amendments for Certain Investment Funds. This
update defers the effective date of the amendments to the consolidation
requirements made by FASB Statement 167 to a reporting entity’s interest in
certain types of entities. The deferral will mainly impact the evaluation of
reporting enterprises’ interests in mutual funds, private equity funds, hedge
funds, real estate investment entities that measure their investment at fair
value, real estate investment trusts, and venture capital funds. The ASU also
clarifies guidance in Statement 167 that addresses whether fee arrangements
represent a variable interest for all service providers and decision makers. The
ASU is effective for interim and annual reporting periods in fiscal year
beginning after November 15, 2009. The adoption of this ASU did not have a
material impact on the Company’s consolidated financial statements.





On
February 25, 2010, the FASB issued ASU 2010-09 Subsequent Events Topic 855
“Amendments to Certain Recognition and Disclosure Requirements,” effective
immediately. The amendments in the ASU remove the requirement for an SEC filer
to disclose a date through which subsequent events have been evaluated in both
issued and revised financial statements. Revised financial statements include
financial statements revised as a result of either correction of an error or
retrospective application of U.S. GAAP. The FASB believes these amendments
remove potential conflicts with the SEC’s literature. The adoption of this ASU
did not have a material impact on the Company’s consolidated financial
statements.




16


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


On March
5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815
“Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the
guidance within the derivative literature that exempts certain credit related
features from analysis as potential embedded derivatives requiring separate
accounting. The ASU specifies that an embedded credit derivative feature related
to the transfer of credit risk that is only in the form of subordination of one
financial instrument to another is not subject to bifurcation from a host
contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives —
Recognition. All other embedded credit derivative features should be analyzed to
determine whether their economic characteristics and risks are “clearly and
closely related” to the economic characteristics and risks of the host contract
and whether bifurcation is required. The ASU is effective for the Company on
July 1, 2010. Early adoption is permitted. The adoption of this ASU will not
have a material impact on the Company’s consolidated financial
statements.





In April
2010, the FASB issued Accounting Standards Update 2010-13, “Compensation—Stock
Compensation (Topic 718): Effect of Denominating the Exercise Price of a
Share-Based Payment Award in the Currency of the Market in Which the Underlying
Equity Security Trades,” or ASU 2010-13. This Update provides amendments to
Topic 718 to clarify that an employee share-based payment award with an exercise
price denominated in currency of a market in which a substantial portion of the
entity’s equity securities trades should not be considered to contain a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity. The amendments in this Update are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2010. The Company does not expect the adoption of ASU 2010-17 to have a
significant impact on its consolidated financial statements.





Note
3 – Inventories





Inventories
consist of the following:





June
      30,
              
              
              December
      31,Description
              
              2010
              
              
              2009Raw
      Material
              
              $
              32,793,173
              
              
              $
              147,635Work-in-Process
              
              
              4,967
              
              
              
              97,272Finished
      Goods
              
              
              18,939
              
              
              
              110,624$
              32,817,079
              
              
              $
              355,531





During
the second quarter, the Company entered into an agreement with LUKOIL Pan
Americas, LLC (“LUKOIL”), whereby LUKOIL provided the Company raw materials in
the amount of approximately $29 million.  The inventory is secured by a
storage warrant issued by Alma Peru and endorsed to LUKOIL.  The product
will be released by LUKOIL to the Company through the use of the storage
warrant.  The Company is charged a financing rate of 4% per annum
calculated on the sum of daily inventory multiplied by the sales
price.




17


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Note
4 – VAT Credits





At June
30, 2010 and December 31, 2009, the Company has value added tax (“VAT”) credit
of $2,640,383 and $1,051,185, respectively, in Peru. VAT is charged at a
standard rate of 19% of the purchases made by the Company and the Company
obtains VAT tax credits for VAT paid in connection with the purchase of capital
equipment and other goods and services employed in its operations. The Company
is entitled to use the VAT tax credits against its Peruvian VAT tax liability
generated from sales or service revenue or to receive a cash refund from the
Peruvian government after necessary approvals are obtained from the Peruvian
government. No significant penalties or interest relating to VAT taxes have been
incurred during the six months ended June 30, 2010 and 2009.





Note
5 – Property, Plant and Equipment





Property,
plant and equipment consist of the following:





June
      30
              
              
              December
      31,2010
              
              
              2009Land
              
              $
              3,578,802
              
              
              $
              3,499,583Plant
      under construction
              
              
              825,853
              
              
              
              4,873,475Building
      improvements
              
              
              877,996
              
              
              
              858,397Facilities
      and equipment
              
              
              36,947,794
              
              
              
              32,144,859Computer
      equipment and licenses
              
              
              267,680
              
              
              
              261,618Other
      fixed assets
              
              
              204,753
              
              
              
              97,96942,702,878
              
              
              
              41,735,901Accumulated
      depreciation
              
              
              (1,973,444
              )
              
              
              (1,556,615
              )Property,
      Plant and Equipment, net
              
              $
              40,729,434
              
              
              $
              40,179,286





Plant
under construction represents labor costs, material, capitalized interest
incurred in connection with the construction of plant improvements at the
Chorillo facilities.   The Company estimates plant improvements to be
fully completed by the third quarter of 2010.  The Company is waiting
for the proper certifications for completion of the project at which time the
improvements under construction will be reclassified to facilities and
equipment.





Depreciation
expense amounted to $181,238 and $379,177, for the three and six months ended
June 30, 2010, respectively, and $229,314 and $395,284 for the three and six
months ended June 30, 2009, respectively.





Note
6 – Goodwill





Goodwill
represents the excess of the purchase price of businesses over the fair value of
the identifiable net assets acquired in accordance with ASC Topic 805, “Business
Combination.” Goodwill and other indefinite life intangible assets are no longer
amortized, but instead tested for impairment on an annual basis or more
frequently when impairment indicators arise.





The
carrying value of goodwill is $7,891,642 and $7,716,956 at June 30, 2010 and
December 31, 2009, respectively. No impairment was noted on the goodwill at June
30, 2010 and December 31, 2009.




18


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Balance
      at
              
              
              
              
              
              Balance
      atDecember
      31,
              
              
              Change
      in
              
              
              June
      30,2009
              
              
              Value
              
              
              2010Interpacific
      Oil S.A.C
              
              
              7,716,956
              
              
              
              174,686
              
              
              
              7,891,642


In the
table above, the change in value of goodwill is related to the change in the
foreign exchange rates used to translate the balance sheet.





Note
7 – Performance Bond





On March
27, 2009, the Company entered into a performance bond agreement (the “Bond
Agreement”), with FDS Corporation (“FDS”).  Under the Bond Agreement,
FDS agreed to open a financial bond (the “FDS Bond”) in the amount of up to
$2,500,000 required by the Peruvian Authorities to provide the regulatory and
other permits necessary to commercialize the Callao Facility as a terminal and
bonded warehouse under the laws of Peru for a term of up to twelve months,
subject to the Company’s option to extend the term for up to two additional
twelve month periods.  The Company paid a fee of $30,000 to extend the
agreement to January 31, 2011.  The Bond Agreement accrues interest on
a monthly basis in the amount of $31,250. As additional consideration for the
placement of the Bond Agreement, the Company issued to FDS seven year cashless
warrants (the “FDS Bond Warrants”) to purchase 62,500,000 shares of common stock
by which FDS will have the right to purchase one share of common stock at an
exercise price of $0.05 per share for every warrant issued. FDS has the right to
exchange all or any FDS Bond Warrants at any time after the Effective Date
(March 31, 2016), for a number of shares of common stock equal to the number of
shares that would have been issued upon the exercise of the FDS Bond Warrants
pursuant to Section 4 of the Bond Agreement divided by 1.2.  FDS may
withdraw the FDS Bond at any time and terminate this Agreement if there is an
event of default and Plainfield accelerates the obligations in connection with
such event of default under the Loan Agreement dated as of September 12,
2007.





In
accordance with ASC 815, the Company determined that the FDS Bond Warrants
should be classified as a liability at fair value on the date the FDS Bond
Warrants were issued.  On the date of issuance, the Company determined
the fair value of the FDS Bond Warrants to be $4,085,589 using the Black-Scholes
option pricing model with the following assumptions:





·
            Expected
      life of 7 years


·
            Volatility
      of 130%;


·
            Dividend
      yield of 0%;


·
            Risk
      free interest rate of 2.28%





The fair
value of $4,085,589 was recorded as a prepaid asset and warrant liability in the
consolidated balance sheets.  The Company amortized the $4,085,589
over one year.  The amortization expense for the three and six months
ended June 30, 2010 was $962,632 and $962,632, respectively, and 1,018,598 and
$1,063,372 for the three and six months ended June 30, 2009, respectively. These
amounts are included in “interest and financing costs” in the accompanying
consolidated statements of operations.  As of March 31, 2010, the
performance bond was fully amortized.




19


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Note
8 – Convertible Debt





In March
2010, the Company converted accrued interest from PIK Notes from September 15,
2009 through March 15, 2010 in the amount of $3,551,411 into PIK convertible
notes with an exercise price of $0.30 per share.





The
Company determined that the convertible notes contained an embedded conversion
feature as of the date of issuance.  The Company recorded the fair
value of $588,446 as a debt discount to be amortized over the life of the notes
and as an accrued derivative liability.  The fair value was determined
using the Black-Scholes option pricing model under the following
assumptions:





·
            Expected
      life of 2.5 years


·
            Volatility
      of 140%;


·
            Dividend
      yield of 0%;


·
            Risk
      free interest rate of 0.96%





The
following table summarizes the convertible notes:




Balance,
      December 31, 2009
              
              $
              48,795,662Conversion
      of interest to principal
              
              
              3,551,411Discount
      related to additional principal
              
              
              (588,446
              )Amortization
      of note discount
              
              
              1,976,878Balance,
      June 30, 2010 (unaudited)
              
              $
              53,735,505


The
$53,735,505 is net of debt discounts of $9,004,539.  The total
principal amount of $62,740,044 is due on September 12, 2012, has an interest
rate of 10% if paid in cash and 12% if paid in stock, and is convertible into
shares of common stock at $0.30 per share.





Total
interest related to the convertible notes amounted to $1,882,201 and $3,676,801
for the three and six months ended June 30, 2010, respectively and $741,956 and
$1,367,971 for the three and six months ended June 30, 2009,
respectively.





For the
three  and six months ended June 30, 2010 , the Company amortized debt
discounts in the amount $1,017,904 and $1,976,878, respectively, and $1,067,583
and $1,974,373, respectively for the three and six months ended June 30, 2009,
which are recorded in the accompanying consolidated statements of operations as
interest and financing costs.  The accrued interest payable related to
the convertible notes at June 30, 2010 and December 31, 2009 amounted to
$2,216,815 and $2,091,332, respectively, which is recorded in accrued expenses
on the accompanying consolidated balance sheets.





As of
June 30, 2010, the Company was in default of the Interbank Peru Financing
agreement which then triggered an event of default under the terms of the
Plainfield convertible note agreements.  The Company has since
received a waiver from Plainfield that waived any potential default events that
triggered the certain event of default under the terms of the agreements as of
June 30, 2010.




20


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Note
9 – Interbank Peru Financing





On July
16, 2009, the Company entered into a sale/leaseback transaction with Interbank
Peru (the “Financing”). Under the Financing, Interbank Peru acquired all
the assets that comprise the Company’s Supply Plant, and in turn leased the
Supply Plant back to the Company.  However, the assets remain on the
Company’s books as still owned by the Company in accordance with accounting
standard ASC 840-40. Further, the Financing agreement allows a Purchase Option,
as defined, by the Company at the end of the six-year term of the
agreement.  In addition, the Company pledged its land, with a carrying
value of $3,499,583, as collateral pursuant to the Interbank Peru Financing
agreement.





Also, a
Trust Management was established for the following Company assets: (i) the right
for collections, (ii) cash flows, (iii) a capital contribution (U.S. $15
million), (iv) a deposit in guarantees (U.S. $15 million), and (v) the cash
flows that the Company credited in a reserve account. The Company recorded the
capital contribution as “restricted cash” and the deposit in guarantees as
“deposit guarantee.” Restricted cash is released from restriction only to pay
working capital costs. The deposit guarantee will always hold 35% of the
principal outstanding and will be released on an annual basis as the principal
gets amortized over the term of the agreement. As of June 30, 2010 and December
31, 2009 the balance in restricted cash related to the capital contribution
amounted to $1,813,488 and $6,830,717.  As of June 30, 2010 and
December 31, 2009 the deposit guarantee amounted to $15,000,000.





The
Company received proceeds of $51,170,000 in cash pursuant to the Interbank Peru
Financing.  The Company recorded a note payable of $43,000,000 and
reduced VAT credits by $8,170,000 as part of the sale of VAT credits to
Interbank.  The principal balance of the amount due to Interbank Peru
is $43,000,000 with an effective interest rate of 10.6% per
annum.  The Company will make interest only payments for the first
year and then for years two through six, the Company will make both principal
and interest payments such that the loan is completely repaid at the end of year
six.





Pursuant
to the Interbank Peru Financing agreement, the Company is required to maintain
certain financial and nonfinancial covenants during the term of the Financing
agreement, including submission of financial statements to Interbank within
certain number of days after the close of periods, maintaining funds equivalent
to at least 35% of the note payable amount in a Trust Management Account, as
defined, and maintaining minimum Debt Service Coverage Rate, as defined, among
others.  As of June 30, 2010, the Company was not in compliance with
certain financial covenants which could trigger an event of default under the
terms of the agreement.  Due to the non compliance, Interbank, at its
option, has the right to assess a 2% penalty of the unpaid principal balance of
the loan for the time period that the bank deems the Company to be in default
until the waiver is granted.  The Company has not received a waiver or
forbearance at the time these consolidated financial statements were issued, so
the Company recorded the $43,000,000 payable as a current
liability.





The
Company recorded interest expense of $1,010,241 and $2,020,482 for the three and
six months ended June 30, 2010, respectively related to the Interbank Peru
Financing.  The following table shows the principal payments for the
note payable per the contractual agreement:





PrincipalFiscal
      Year
            
            Amount2010
            
            $
            750,0002011
            
            
            4,150,0002012
            
            
            8,000,0002013
            
            
            10,900,0002014
            
            
            12,800,000Thereafter
            
            
            6,400,000$
            43,000,000




21


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Note
10 – Short-Term Loans





FDS Short-Term
Loan





On June
4, 2010, the Company entered into an unsecured loan with FDS for a term of three
months in the principal amount of $1,100,000 (the “FDS Loan”).  In
connection with the FDS Loan, the Company issued to seven year warrants to
purchase 43,421,053 shares of common stock of the Corporation (the “FDS
Warrants”) at an exercise price of $0.076 per share of Common Stock. In
addition, FDS may at its sole option exchange all or any FDS Warrants at any
time after the date of issuance and during the exercise period for a number of
shares of Common Stock equal to the number of shares that would have been issued
upon the exercise of the FDS Warrants divided by 1.2.





In
accordance with ASC 815, the Company determined that the FDS Warrants should be
classified as a liability at fair value on the date the FDS Warrants were to be
issued.  The Company determined the fair value of the FDS Warrants at
June 4, 2010 to be $2,015,130 using the Black-Scholes option pricing model with
the following assumptions:





·
            Expected
      life of 7 years


·
            Volatility
      of 140%;


·
            Dividend
      yield of 0%;


·
            Risk
      free interest rate of 2.65%





The fair
value of $2,015,130 was recorded as “accrued derivative liabilities” with
$1,100,000 being recorded to debt discount to be amortized over the life of the
FDS Loan and the remaining $915,130 was recorded as “interest and financing
costs” in the consolidated statements of operations.





Plainfield Short-Term
Loan





On June
4, 2010, the Company entered into an unsecured loan with Plainfield for a term
of three months in the principal amount of $4,400,000 (the “Plainfield
Loan”).  In connection with the Plainfield Loan, the Company issued
seven year warrants to purchase 173,684,211 shares of common stock of the
Corporation (the “Plainfield Warrants”) at an exercise price of $0.076 per share
of Common Stock. In addition, Plainfield may at its sole option exchange all or
any Plainfield Warrants at any time after the date of issuance and during the
exercise period for a number of shares of Common Stock equal to the number of
shares that would have been issued upon the exercise of the Plainfield Warrants
divided by 1.2.




22


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


In
accordance with ASC 815, the Company determined that the Plainfield Warrants
should be classified as a liability at fair value on the date the Plainfield
Warrants were to be issued.  The Company determined the fair value of
the Plainfield Warrants at June 4, 2010 to be $8,060,521 using the Black-Scholes
option pricing model with the following assumptions:





·
            Expected
      life of 7 years


·
            Volatility
      of 140%;


·
            Dividend
      yield of 0%;


·
            Risk
      free interest rate of 2.65%





The fair
value of $8,060,521 was recorded as “accrued derivative liabilities” with
$4,400,000 being recorded to debt discount to be amortized over the life of the
FDS Loan and the remaining $3,660,521 was recorded as “interest and financing
costs” in the consolidated statements of operations.





For the
three and six months ended June 30, 2010, the Company recorded interest expense
of $61,875 for the FDS and Plainfield Loans.





For the
three and six months ended June 30, 2010, the Company amortized $1,554,348 of
the debt discount related to the FDS and Plainfield Loans.





Trimarine Short-Term
Loan





During
the six months ended June 30, 2010, Trimarine advanced $1,636,015 to the
Company.  On June 30, 2010, the Company and Trimarine entered into an
unsecured loan agreement whereby Trimarine agreed to lend the Company up to
$2,000,000.  The funds are due August 4, 2010 and accrue interest at
6% beginning on June 30, 2010.  The Company did not make the required
payment for the Trimarine loan on August 4, 2010. The Company is currently
negotiating the due date.  The balance at June 30, 2010 was
$1,636,015.





The
following are the short-term loans and related debt discounts at June 30,
2010.





InterestJune
      30, 2010
              
              Due
      Date
              
              RateFDS
              
              $
              1,100,000
              
              September
      4, 2010
              
              
              15
              %Plainfield
              
              
              4,400,000
              
              September
      4, 2010
              
              
              15
              %Trimarine
              
              
              1,636,015
              
              August
      4, 2010
              
              
              6
              %Debt
      discount
              
              
              (5,500,000
              )Amortization
      of debt discount
              
              
              1,554,348$
              3,190,363





Note
11 – Stockholders’ Equity





Common
Stock





Effective
August 7, 2006, the Company effected a one and one-quarter (1.25) for one (1)
forward stock split of the authorized, issued and outstanding common stock,
without a change to the par value. As a result, the authorized share capital
increased from 75,000,000 shares of common stock with a par value of $0.001 to
93,750,000 shares of common stock with a par value of $0.001. On November 19,
2007, the stockholders approved an amendment to its articles of incorporation to
increase the number of authorized common shares to 250,000,000 and to authorize
1,000,000 shares of preferred stock, par value $0.001.  On October 28,
2008, the stockholders’ approved an amendment to its articles of incorporation
to increase the number of authorized common shares to 325,000,000.  On
May 22, 2009, the stockholders’ approved an amendment to its articles of
incorporation to increase the number of authorized common shares to 750,000,000.
On June 4, 2010, the board of directors approved an amendment to its article of
incorporation to increase the number of authorized common shares to
2,500,000,000. The certificate of amendment became effective on August 9,
2010.




23


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


Stock
Options





The
following is a summary of the option activity:





WeightedWeighted
              
              AverageAverage
              
              Remaining
              
              AggregateNumber
      of
              
              
              Exercise
              
              Contractual
              
              IntrinsicOptions
              
              
              Price
              
              Life
      (in years)
              
              ValueOutstanding,
      December 31, 2008
              
              
              15,186,250
              
              
              $
              0.60Granted
              
              
              250,000
              
              
              
              0.60Exercised
              
              
              -
              
              
              
              -Forfeited
              
              
              (175,000
              )
              
              
              0.60Outstanding,
      December 31, 2009
              
              
              15,261,250
              
              
              $
              0.60Granted
              
              
              -Exercised
              
              
              -Forfeited
              
              
              (43,750
              )Outstanding,
      June 30, 2010 (unaudited)
              
              
              15,217,500
              
              
              $
              0.60
              
              7.10
              
              -Exercisable,
      June 30, 2010 (unaudited)
              
              
              14,641,250
              
              
              $
              0.60
              
              7.07
              
              -




Warrants





The
following summarizes the stock purchase warrant activity:




24


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


WeightedWeighted
              
              AverageAverage
              
              RemainingNumber
      of
              
              
              Exercise
              
              ContractualWarrants
              
              
              Price
              
              Life
      (in years)Outstanding,
      December 31, 2008
              
              
              11,805,666
              
              
              $
              0.39Granted
              
              
              124,174,999
              
              
              
              0.26Exercised
              
              
              -Forfeited
              
              
              -Forfeited
              
              
              -Outstanding,
      December 31, 2009
              
              
              135,980,665
              
              
              $
              0.27Granted
              
              
              217,105,264
              
              
              
              0.076Exercised
              
              
              -Forfeited
              
              
              -Outstanding,
      June 30, 2010 (unaudited)
              
              
              353,085,929
              
              
              $
              0.15
              
              6.47Exercisable,
      June 30, 2010 (unaudited)
              
              
              353,085,929
              
              
              $
              0.15
              
              6.47




Note
12 – Related Party Transactions





The
Company entered into the following transactions with related
parties:





a)
            On
      August 1, 2009, the Company entered into a service agreement with
      Challenge Capital Corporation, (“Challenge Capital”), a company controlled
      by certain officers of the Company, to provide services related to the
      handling of biofuels to the Company until August 1, 2010.  This
      agreement provides a monthly fee of $25,699.  The Company
      expensed $77,097 and $154,194 for the three and six months ended June 30,
      2010 and there is no outstanding balance at June 30,
  2010.





b)
            On
      August 6, 2007, the Company entered into an integral service agreement
      with Ocean Marine S.A.C, (“Ocean Marine”) a company controlled by certain
      officers of the Company and a Peruvian Corporation, to provide certain
      advisory services related to use and handling of biodiesel to the Company.
      The agreement provides for the services rendered by Ocean Marine and a fee
      of $34,000 per month to Ocean Marine from July 1, 2007 through to August
      12, 2009. Total consulting expenses incurred under this agreement totaled
      $102,000 and $204,000 for the three and six months ended June 30, 2009,
      respectively. The outstanding balance owed to Ocean Marine at June 30,
      2010 and December 31, 2009 was $0 and $229,389,
    respectively.





c)
            Plainfield
      is a related party as it is a major stockholder of the Company. See
      transactions with Plainfield in note 8 and note
  10.





d)
            As
      of June 30, 2010 and December 31 2009, the Company has loans due to
      shareholders in the amount of
$208,637.




25


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


These
transactions were recorded at the exchange amount which is the amount agreed to
by the related parties.





Note
13 – Commitments and Contingencies





Under the
Purchase Agreement entered into in July 2009, the Company has the right to order
and subsequently purchase, and Trimarine is offering to supply and sell certain
products to be used in the manufacturing process of biodiesel
fuel.  The Purchase Agreement states that the maximum unpaid purchase
price cannot exceed $40,000,000.  The Company and Trimarine agreed
that the consideration for the supply of the product would be the greater of (i)
15.0% per annum or 1.250% per month of the total financial value of the product
or (ii) 4.0% per annum, or 0.333% per month of the total facility amount payable
on a monthly basis which is equivalent to $133,333 per
month.  Pursuant to the Purchase Agreement, the Company made a cash
deposit to Trimarine of 10% of the $40,000,000.  The deposit of
$4,000,000 is recorded as “other assets” in the accompanying consolidated
balance sheet as of June 30, 2010.





For the
three and six months ended June 30, 2010, the Company incurred fees related to
this facility with Trimarine amounting to $140,833 and $548,333,
respectively.  As of June 30, 2010 and December 31, 2009, the Company
had an outstanding payable owed to Trimarine in the amounts of $1,481,667 and
$818,000, respectively.





Note
14 – Supplemental Cash Flow Information





The
following table contains the supplemental cash flow information for the periods
indicated.





For
      the
              
              
              For
      theSix
      Months
              
              
              Six
      MonthsEnded
              
              
              EndedJune
      30,
              
              
              June
      30,2010
              
              
              2009SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Interest
      paid
              
              $
              2,057,402
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              -




The
following table contains the supplemental information of non-cash investing and
financing activities for the periods indicated.




26


Pure
Biofuels Corp. and Subsidiaries
 Notes
to Consolidated Financial Statements
 (Unaudited)


For
      the
              
              
              For
      theSix
      Months
              
              
              Six
      MonthsEnded
              
              
              EndedJune
      30,
              
              
              June
      30,2010
              
              
              2009SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTINGAND
      FINANCINGIssuance
      of convertible promissory note for interest payable
              
              $
              3,551,411
              
              
              $
              3,140,379Issuance
      of warrants as part of financing agreement
              
              $
              10,075,652
              
              
              $
              4,398,938Beneficial
      conversion feature on issuance of convertible debt
              
              $
              -
              
              
              $
              3,068,431Debt
      discounts from issuance of convertible debt
              
              $
              588,446
              
              
              $
              2,554,129





27





Item 2. Management’s
Discussion and Analysis or Plan of Operation





Forward-looking
statements





The
following discussion of our financial condition and results of operations should
be read in conjunction with the financial statements and the related notes
thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly
report on Form 10-Q contains certain forward-looking statements and our future
operating results could differ materially from those discussed herein. Certain
statements contained in this discussion, including, without limitation,
statements containing the words "believes," "anticipates," "expects" and the
like, constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue
“penny stock,” as such term is defined in Rule 3a51-1 promulgated under the
Exchange Act, we are ineligible to rely on these safe harbor provisions. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. We disclaim any obligation to update any such
factors or to announce publicly the results of any revisions of the
forward-looking statements contained herein to reflect future events or
developments.





Overview





We were a
development stage company through July 31, 2009.  During the period
that we were considered a development stage company, we incurred accumulated
losses of approximately $105,000,000, of which, approximately $75,000,000 were
non-cash expenses associated with debt and equity financings and stock
compensation expense for options issued to employees.





We have
completed the construction of our biodiesel processing plant on 4.7 hectares of
land owned by our company near the Callao Port in Lima, Peru (the “Callao Port
Facility”). The Callao Port Facility is designed for a continuous 24 hour
production of 150,000 gallons of biodiesel per day, equating to approximately
52.5 million gallons per year (“MMgy”). Approximately 6.5 million gallons of
crude glycerin is also expected to be produced from the
process.  The Callao Port Facility also holds a liquid storage
terminal with a total capacity of 155,760 cubic meters and provides buoy mooring
for loading and discharging products by sea via underwater pipelines connected
to our storage tanks.





To date,
we have not generated significant revenues from the operations at the Callao
Port Facility.  Our principal delays have been due to the uncertainty
of the approval of Peruvian law which dictates that all diesel fuel
commercialized in Lima, Peru will carry a mandatory biodiesel portion of 2% and
also be Ultra Low Sulfur diesel.  Consequently, our biodiesel
production and our planned diesel imports were halted until the mandate was
approved.  The Peruvian law was finally approved on December 31, 2009,
making Peru a significant importer of Diesel fuel since current local refineries
lack the capacity to produce Ultra Low Sulfur diesel.  In addition,
our Company engaged Oil Tanking Andina S.A.C (“Oil Tanking”) to provide services
as terminal operators.  As a result, Oil Tanking had to perform an
exhaustive Due Diligence to verify and certify that our storage terminal
facility complies with the highest international standards of safety and
quality.  Thereafter, on February 12, 2010, our Company signed the
service agreement with Oil Tankingand began generating revenues during the
second quarter of 2010.





As of
June 30, 2010, our Interpacific Facility, which we purchased in 2007, reached
full technical capacity.  In full production, the Interpacific
Facility is anticipated to operate 24 hours a day, 7 seven days a
week.  Approximately 4-8 personnel will be required to fill four shift
rosters.  The Interpacific Facility will be supplied with raw
materials from the Callao Port Facility.




28





In
addition, we seek to generate additional revenue by leasing to third parties the
use of our storage tanks at the Callao Port Facility. There can be no assurance
that we will be able to lease any unused storage tanks on terms that are
favorable to us.





Results of
Operations





Comparison of the three
months ended June 30, 2010 and 2009





Revenues:  Revenues
were $1,678,739 for the three months ended June 30, 2010 compared to $544,385
for the three months ended June 30, 2009.  The 2009 revenues were
associated with our liquidating inventory because of our cash
shortage.  With the financing that we received from Interbank in July
2009, we are in a better cash position and have been purchasing
inventory.  We have begun making sales during April
2010.  During the second quarter of 2010, we entered into an agreement
with LUKOIL for the purchase of approximately $29 million of
inventory.  The agreement provides us with the inventory we need for
the anticipated increase in customers, and allows us to defer payment until we
use the inventory.  We anticipate adding additional customers during
the second half of 2010.  However, there is no assurance that we will
obtain any new contracts, agreements, or commitments with customers, which if
fully performed have the potential of generating revenues sufficient to dispose
of the $29 million of inventory.





Cost of
Revenues:Costs of revenues were $1,715,037 for the three
months ended June 30, 2010 compared to $133,472 for the three months ended June
30, 2009.  Cost of revenue increased due to our increase in revenues
during the period.  Cost of revenue continues to exceed revenue
because of the fixed costs which are not being covered by the low volume of
sales.





Selling, General and Administrative
Expenses: Selling, general and administrative expenses consisted of the
following for the periods indicated:





Three
      Months
              
              
              Three
      MonthsEnded
              
              
              EndedJune
      30,
              
              
              June
      30,2010
              
              
              2009
              
              
              Difference
              
              
              %
      ChangeConsulting
      fees
              
              $
              49,594
              
              
              $
              23,480
              
              
              $
              26,114
              
              
              
              111.2
              %General
      and administrative
              
              
              1,292,705
              
              
              
              698,264
              
              
              
              594,441
              
              
              
              85.1
              %Professional
      fees
              
              
              594,694
              
              
              
              312,915
              
              
              
              281,779
              
              
              
              90.0
              %Wages
              
              
              854,021
              
              
              
              1,012,403
              
              
              
              (158,382
              )
              
              
              -15.6
              %$
              2,791,014
              
              
              $
              2,047,062
              
              
              $
              743,952
              
              
              
              36.3
              %





Consulting Fees:The change
in consulting fees is not significant.





General and Administrative:General and administrative expenses increased $594,441 or 85.1% primarily
due to the recording of approximately $180,000 for board of director fees and
$375,000 for compensation incentives and bonuses for
management.  During April 2010, the Board of Directors approved
$60,000 annual fees per independent board member retroactive to each member’s
respective start date.  Also, the Board of Directors approved a
$250,000 bonus for management for past services and established a $250,000 bonus
pool for 2010.  We expensed $125,000 related to the 2010 bonus
pool.  These amounts have been accrued in the consolidated financial
statements.




29





Professional
Fees:  Professional fees increased by $281,779 or 90% primarily
due to a decrease in legal fees of approximately $115,000 offset by an increase
in professional engineering fees of approximately $420,000 paid to Oil Tanking
for operation and maintenance of the Callao Port.





Wages:  Wages
decreased $158,382 or 15.6% during the three months ended June 30, 2010 compared
to 2009.  The decrease is primarily due to the layoff off of temporary
and contract employees.





Interest and Financing Costs:
Interest and financing costs consisted of the following for the periods
indicated:





Three
      Months
              
              
              Three
      MonthsEnded
              
              
              EndedJune
      30,
              
              
              June
      30,
              
              
              Increase2010
              
              
              2009
              
              
              (Decrease)
              
              
              %
      ChangeInterest
      expense
              
              $
              3,157,781
              
              
              $
              2,002,379
              
              
              $
              1,155,402
              
              
              
              57.7
              %Financing
      costs
              
              
              4,857,319
              
              
              
              3,853,168
              
              
              
              1,004,151
              
              
              
              26.1
              %Amortization
      of debt discountand
      debt issuance costs
              
              
              2,814,221
              
              
              
              2,208,717
              
              
              
              605,504
              
              
              
              27.4
              %$
              10,829,321
              
              
              $
              8,064,264
              
              
              $
              2,765,057
              
              
              
              34.3
              %






Interest
Expense:  The increase of $1,155,402 or 57.2% in interest
expense is due to the increase in our debt in July 2009.  Our average
debt was approximately $108 million for the three months ended June 30, 2010
compared to approximately $64 million for the three months ended June 30,
2009.





Financing
Costs:  The financing costs increased $1,004,151 or 26.1% from
2009 to 2010.  During the three months ended June 30, 2009, we issued
additional convertible notes and warrants to Plainfield and FDS because we had
defaulted on their convertible notes.  The fair value of the warrants
and beneficial conversion features was $3,853,168.  During the three
months ended June 30, 2010, we issued two short-term loans to Plainfield and FDS
for an aggregate principal of $5,500,000, and in connection with the short-term
loans, we issued a combined total of 217,105,264 seven year warrants with an
exercise price of $0.076.  The fair value for the warrants was
$10,075,652.  We recorded a debt discount of $5,500,000 and financing
costs of $4,575,652.





Amortization of Debt Discounts and
Debt Issuance Costs:  The increase in the amortization of debt
discounts and debt issuance costs is primarily due to the increase in debt
discounts related to warrants and convertible notes that have been issued after
June 30, 2009.





Accrued Derivative
Liability:  The change in fair value of accrued derivative
liability for the three months ended June 30, 2010 was a gain of $12,984,103
compared to a loss of $20,393,074 for the three months ended June 30,
2009.  The loss of $20,393,074 for the three months ended June 30,
2009 was due to the increase in our share price from $0.07 at March 31, 2009 to
$0.16 at June 30, 2009.  The gain of $12,984,103 for the three months
ended June 30, 2010 was due to the decrease in our stock price from $0.08 at
March 31, 2010 to $0.04 at June 30, 2010 as well as from the decrease in
interest rates due to global economic crisis.





Foreign Currency Transaction
Gain:  Foreign currency transaction gain was $382,760 for the
three months ended June 30, 2010 compared to a $1,804,130 for the three months
ended June 30, 2009.  During the three months ended June 30, 2009, the
dollar decreased in value by 4.7% versus 0.5% for the three months ended June
30, 2010.  At June 30, 2009, we had approximately $37 million of
liabilities due in USD compared to approximately $26 million in net liabilities
at June 30, 2010.




30





Comparison of the six months
ended June 30, 2010 and 2009





Revenues:  Revenues
were $1,681,112 for the six months ended June 30, 2010 compared to $957,733 for
the six months ended June 30, 2009.  The 2009 revenues were associated
with our liquidating inventory because of our cash shortage.  With the
financing that we received from Interbank in July 2009, we are in a better cash
position and have been purchasing inventory.  We have begun making
sales during April 2010. During the second quarter of 2010, we entered into an
agreement with LUKOIL for the purchase of approximately $29 million of
inventory.  The agreement provides us with the inventory we need for
the anticipated increase in customers, and allows us to defer payment until we
use the inventory.  We anticipate adding additional customers during
the second half of 2010.  However, there is no assurance that we will
obtain any new contracts, agreements, or commitments with customers, which if
fully performed have the potential of generating revenues sufficient to dispose
of the $29 million of inventory.





Cost of
Revenues:Costs of revenues were $1,726,876 for the six months
ended June 30, 2010 compared to $890,522 for the six months ended June 30,
2009.  Cost of revenue increased due to our increase in revenues
during the period.  Cost of revenue continues to exceed revenue
because of the fixed costs which are not being covered by the low volume of
sales.





Selling, General and Administrative
Expenses: Selling, general and administrative expenses consisted of the
following for the periods indicated:





Six
      Months
              
              
              Six
      Monthsended
              
              
              endedJune
      30,
              
              
              June
      30,2010
              
              
              2009
              
              
              Difference
              
              
              %
      ChangeConsulting
      fees
              
              $
              78,099
              
              
              $
              27,287
              
              
              $
              50,812
              
              
              
              186.2
              %General
      and administrative
              
              
              1,855,258
              
              
              
              1,552,621
              
              
              
              302,637
              
              
              
              19.5
              %Professional
      fees
              
              
              853,823
              
              
              
              539,685
              
              
              
              314,138
              
              
              
              58.2
              %Wages
              
              
              2,006,448
              
              
              
              1,963,541
              
              
              
              42,907
              
              
              
              2.2
              %$
              4,793,628
              
              
              $
              4,083,134
              
              
              $
              710,494
              
              
              
              17.4
              %





Consulting Fees:The change
in consulting fees is comparable with prior year.





General and Administrative:The change in general and administrative expenses increased $302,637 or
19.5% due to our recording of approximately $180,000 for board of director fees
and $375,000 for compensation incentives and bonuses for
management.  During April 2010, the Board of Directors approved
$60,000 annual fees per independent board member retroactive to each member’s
respective start date.  Also, the Board of Directors approved a
$250,000 bonus for management for past services and established a $250,000 bonus
pool for 2010.  We expensed $125,000 related to the 2010 bonus
pool.  These increases in general and administrative expenses were
offset by an overall decrease in administrative expenses reflecting the
management’s attempt in streamlining internal  administrative layers
and reduce its administrative costs.





Professional
Fees:  Professional fees increased $314,138 or 58.2% primarily
due to a decrease in legal fees of approximately $140,000 offset by an increase
in professional engineering fees of approximately $440,000 paid to Oil Tanking
for operation and maintenance of the Callao Port.





Wages:  The change
in wages is comparable with prior year.




31





Interest and Financing Costs:
Interest and financing costs consisted of the following for the periods
indicated:





Six
      Months
              
              
              Six
      Monthsended
              
              
              endedJune
      30,
              
              
              June
      30,
              
              
              Increase2010
              
              
              2009
              
              
              (Decrease)
              
              
              %
      ChangeInterest
      expense
              
              $
              5,963,860
              
              
              $
              3,632,000
              
              
              $
              2,331,860
              
              
              
              64.2
              %Financing
      costs
              
              
              5,257,319
              
              
              
              6,732,615
              
              
              
              (1,475,296
              )
              
              
              -21.9
              %Amortization
      of debt discountand
      debt issuance costs
              
              
              4,975,037
              
              
              
              3,784,188
              
              
              
              1,190,849
              
              
              
              31.5
              %$
              16,196,216
              
              
              $
              14,148,803
              
              
              $
              2,047,413
              
              
              
              14.5
              %




Interest
Expense:  The increase of $2,331,860 or 64.2% in interest
expense is due to the increase in our debt in July 2009.  Our average
debt was approximately $106 million for the six months ended June 30, 2010
compared to approximately $62 million for the six months ended June 30,
2009.





Financing
Costs:  The financing costs decreased $1,475,296 or 21.9% from
2009 to 2010.  During the six months ended June 30, 2009, we issued
additional convertible notes and warrants to Plainfield and FDS because we had
defaulted on their convertible notes.  The fair value of the warrants
and beneficial conversion features was $6,732,615.  During the six
months ended June 30, 2010, we issued two short-term loans to Plainfield and FDS
for an aggregate principal of $5,500,000, and in connection with the short-term
loans, we issued a combined total of 217,105,264 seven year warrants with an
exercise price of $0.076.  The fair value for the warrants was
$10,075,652.  We recorded a debt discount of $5,500,000 and financing
costs of $4,575,652.  The additional financing costs relate to accrued
fees for Trimarine related to the Purchase Agreement with them.





Amortization of Debt Discounts and
Debt Issuance Costs:  The increase in the amortization of debt
discounts and debt issuance costs is primarily due to the increase in debt
discounts related to warrants and convertible notes that have been issued after
June 30, 2009.





Accrued Derivative
Liability:  The change in fair value of accrued derivative
liability for the six months ended June 30, 2010 was a gain of $16,551,609
compared to a loss of $21,075,266 for the six months ended June 30,
2009.  The loss of $21,075,266 for the six months ended June 30, 2009
was due to the increase in our share price from $0.07 at December 31, 2008 to
$0.16 at June 30, 2009.  The gain of $16,551,609 for the six months
ended June 30, 2010 was due to the decrease in our stock price from $0.09 at
December 31, 2009 to $0.04 at June 30, 2010 as well as from the decrease in
interest rates due to global economic crisis.





Foreign Currency Transaction
Gain:  Foreign currency transaction gain was $800,461 for the
six months ended June 30, 2010 compared to a $1,545,633 for the six months ended
June 30, 2009.  During the six months ended June 30, 2009, the dollar
decreased in value by 4.1% versus 2.2% for the six months ended June 30,
2010.  At June 30, 2009, we had approximately $37 million of
liabilities due in USD compared to approximately $26 million in net liabilities
at June 30, 2010.





Liquidity and Capital
Resources




32





As of
June 30, 2010, we had $1,475,101 in cash and cash equivalents compared to
$735,352 at December 31, 2009.   Our principal demands for
liquidity are purchasing raw materials and paying the day to day
operations.  We have the following debt as of June 30,
2010:





·
            Convertible
      debts outstanding of $62,740,044 bearing interest at 10%/12% for interest
      paid in cash/stock with a due date of September 12,
  2012.


·
            Notes
      payable of $43,000,000 bearing an effective interest rate of
      10.6%.  The Company will make monthly payments until all
      principal and interest is fully paid on June 16,
  2015.


·
            Short-term
      loans for an aggregate principal amount of $5,500,000 due September 4,2010
      with an annual interest rate of
15%.


·
            Short-term
      loans of $1,636,015 from Trimarine which were due on August 4, 2010 and
      accrue interest at 6.0%.  The Company has not made the required
      payments, but we are negotiating with Trimarine to extend the due
      date.





As of
June 30, 2010, we had a negative working capital of $40,861,829 compared to a
negative working capital of $37,994,483 as of December 31,
2009.  However, as we are not in compliance with our debt covenants
with the note payable, the entire principal amount of $43,000,000 is classified
as a current liability.  With the $43,000,000 removed from current
liabilities, our working capital for June 30, 2010 and December 31, 2009 is
$2,138,171 and $5,005,517, respectively.





Net cash
flows used in operating activities was $11,488,018 for the six months ended
June  30, 2010 which was comprised primarily of our net loss of
$3,463,068, non cash gains of $5,994,798, and increases in inventories of
$32,247,988, offset primarily by an increase in accounts payable and accrued
expenses of $27,022,621 and $5,222,350, respectively.  In April, 2010,
we purchased approximately $29 million of inventory on credit from
LUKOIL.





During
the six months ended June 30, 2010, cash used in investing activities for the
purchase of equipment was $22,077.





During
the six months ended June 30, 2010, cash provided by financing activities was
$12,183,380 which was comprised of the following:





·
            Short-term
      loan from FDS of $1,100,000 due September 4,
  2010.


·
            Short-term
      loan from Plainfield of $4,400,000 due September 4,
  2010.


·
            Short-term
      loan from Trimarine of $1,636,015, due August 4,
  2010


·
            Draw
      down on our “Use restricted cash” of
$5,047,365





We do not
anticipate significant capital expenditure in the foreseeable
future.





Uncertainties and
Going-Concern





We have
continued to incur losses since exiting from the development stage and have only
recently begun principal operations. For the six months ended June 30, 2010, we
incurred a net loss of $3,463,068 and have an accumulated deficit of
$103,145,114. In addition, we are in technical non-compliance with certain of
our covenants under the Interbank Loan Agreement which requires the $43,000,000
to be classified on the consolidated financial statements as a current
liability.  Due to the current liability classification, we have a
negative working capital balance of $40,861,829 at June 30, 2010.





We have
begun generating revenues from the sale of biodiesel as well as by-products of
products for the period after we ceased to be a development stage
company.  During July 2009, we obtained $43,000,000 in additional
financing which provided us with the available cash flow during the coming
year.  With the additional financing from Interbank, we are able to
fund working capital and we began generating revenues during the second quarter
of 2010.   The consolidated financial statements do not include
any adjustment relating to the recovery and classification of recorded asset
amounts or the amount and classification of liabilities that might be necessary
should we discontinue operations.




33





Due to
the uncertainty of our ability to meet our current operating expenses and the
capital expenses noted above, in their report on the annual consolidated
financial statements for the year ended December 31, 2009, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our consolidated financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors.





Off-Balance Sheet
Arrangements





Performance
Bond





On March
27, 2009, we entered into a performance bond agreement (the “Bond Agreement”),
with FDS. Under the Bond Agreement, FDS agreed to open a financial bond (the
“FDS Bond”) in the amount of up to $2,500,000 required by the Peruvian
Authorities to provide the regulatory and other permits necessary to
commercialize the Callao Facility as a terminal and bonded warehouse under the
laws of Peru for a term of up to twelve months, subject to automatic extension
for up to two additional twelve month periods.  The Company paid a fee
of $30,000 to extend the agreement to January 31, 2011. The Bond Agreement
accrues interest on a monthly basis in the amount of $31,250. As additional
consideration for the placement of the Bond Agreement, we issued to FDS seven
year cashless warrants (the “FDS Bond Warrants”) to purchase 62,500,000 shares
of common stock by which FDS will have the right to purchase one share of common
stock at an exercise price of $0.05 per share for every warrant issued. FDS may
exchange all or any FDS Bond Warrants at any time after the Effective Date and
on or prior to March 31, 2016 for a number of shares of common stock equal to
the number of shares that would have been issued upon the exercise of the FDS
Bond Warrants pursuant to Section 4 of the Bond Agreement divided by
1.2.  The fair value of the warrants on the date of grant was
$4,085,589 which is being amortized over one year.  For the six months
ended June 30, 2010, we amortized the remaining $962,632 as interest and
financing costs.  FDS may withdraw the FDS Bond at any time and
terminate this Agreement if there is an event of default and Plainfield
accelerates the obligations in connection with such event of default under the
Loan Agreement dated as of September 12, 2007.





Critical Accounting
Policies





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires our management to
make assumptions, estimates and judgments that affect the amounts reported,
including the notes thereto, and related disclosures of commitments and
contingencies, if any.  We have identified certain accounting policies that
are significant to the preparation of our financial statements.  These
accounting policies are important for an understanding of our financial
condition and results of operation. Critical accounting policies are those that
are most important to the portrayal of our financial conditions and results of
operations and require management's difficult, subjective, or complex judgment,
often as a result of the need to make estimates about the effect of matters that
are inherently uncertain and may change in subsequent periods.  Certain
accounting estimates are particularly sensitive because of their significance to
financial statements and because of the possibility that future events affecting
the estimate may differ significantly from management's current judgments.
 We believe the following critical accounting policies involve the most
significant estimates and judgments used in the preparation of our financial
statements.





Use of
Estimates





The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Significant areas requiring the use of management estimates relate to the
determination of depreciation rates for equipment, reserves for slow moving and
obsolete inventory, future tax rates used to determine future income taxes, and
the carrying values of goodwill and accrued derivative liabilities. Actual
results could differ from these estimates upon which the carrying values were
based.




34





Accrued Derivative
Liabilities





We apply
ASC Topic 815, “Derivatives and Hedging,” which provides a two-step model to
determine whether a financial instrument or an embedded feature is indexed to an
issuer’s own stock and thus able to qualify for the scope exception in ASC
815-10-15-74. This standard triggers liability accounting on all instruments and
embedded features exercisable at strike prices denominated in any currency other
than the functional currency of the operating entity in Peru.  Using
the criteria in ASC 815, we determine which instruments or embedded features
that require liability accounting and record the fair values as an accrued
derivative liability. The changes in the values of the accrued derivative
liabilities are shown in the accompanying consolidated statements of operations
as “gain (loss) on change in fair value of accrued derivative
liabilities.”





Fair Value
Measurements





For
certain financial instruments, including cash and cash equivalents, restricted
cash, accounts receivable, accounts payable, accrued liabilities and short-term
debt, the carrying amounts approximate their fair values due to their short
maturities. In addition, we have long-term debt with financial institutions. The
carrying amounts of the line of credit and other long-term liabilities
approximate their fair values based on current rates of interest for instruments
with similar characteristics.





ASC Topic
820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair
value of financial instruments held us. ASC Topic 825, “Financial Instruments”
defines fair value, and establishes a three-level valuation hierarchy for
disclosures of fair value measurement that enhances disclosure requirements for
fair value measures.  The carrying amounts reported in the
consolidated balance sheets for receivables and current liabilities each qualify
as financial instruments and are a reasonable estimate of their fair values
because of the short period of time between the origination of such instruments
and their expected realization and their current market rate of interest. The
three levels of valuation hierarchy are defined as follows:





·
            Level
      1 inputs to the valuation methodology are quoted prices for identical
      assets or liabilities in active
markets.





·
            Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial
  instrument.





·
            Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value measurement.




We
analyze all financial instruments with features of both liabilities and equity
under ASC 480, “Distinguishing Liabilities from Equity,” and ASC
815.




35





Concentrations





Our
operations are primarily in Peru and virtually all of our assets and liabilities
are giving rise to market risks from changes in foreign currency rates. The
financial risk is the risk to our operations that arise from fluctuations in
foreign exchange rates and the degree of volatility of these rates. Currently,
we do not use derivative instruments to reduce our exposure to foreign currency
risks.





Long-Lived
Assets





In
accordance with ASC Topic 360, “Property, Plant and Equipment,” the carrying
value of intangible assets and other long-lived assets is reviewed on a regular
basis for the existence of facts or circumstances that may suggest impairment.
We recognize impairment when the sum of the expected undiscounted future cash
flows is less than the carrying amount of the asset. Impairment losses, if any,
are measured as the excess of the carrying amount of the asset over its
estimated fair value.





Foreign Currency
Translation





Our
reporting currency is the U.S. dollar. Our subsidiaries use their local
currencies, the PEN, as their functional currencies. Assets and liabilities
are translated using the exchange rates prevailing at the balance sheet date.
Translation adjustments resulting from this process are included in accumulated
other comprehensive loss in the consolidated statements of stockholders’ equity.
Transaction gains and losses that arise from exchange rate fluctuations on
transactions denominated in a currency other than the functional currency are
included in the results of operations as incurred.





Revenue
Recognition





In
accordance with the Securities and Exchange Commission’s (“SEC”) Staff
Accounting Bulletin (“SAB”) Topic 13, “Revenue Recognition,” we recognize
revenue when it is realized or realizable and earned. The four criteria under
SAB 104 are:





·  Persuasive
evidence of an arrangement exists


·  Delivery
has occurred


·  The sales
price is fixed or determinable


·  Collection
is reasonably assured





Stock-based
Compensation





We record
stock-based compensation in accordance with ASC Topic 718 “Compensation – Stock
Compensation.”  ASC 718 requires companies to measure compensation
cost for stock-based employee compensation at fair value at the grant date and
recognize the expense over the employee’s requisite service period. Under ASC
718, our volatility is based on the historical volatility of our stock or the
expected volatility of similar companies. The expected life assumption is
primarily based on historical exercise patterns and employee post-vesting
termination behavior. The risk-free interest rate for the expected term of the
option is based on the U.S. Treasury yield curve in effect at the time of
grant.





We use
the Black-Scholes option-pricing model which was developed for use in estimating
the fair value of options. Option-pricing models require the input of highly
complex and subjective variables including the expected life of options granted
and our expected stock price volatility over a period equal to or greater than
the expected life of the options. Because changes in the subjective assumptions
can materially affect the estimated value of our employee stock options, it is
management’s opinion that the Black-Scholes option-pricing model may not provide
an accurate measure of the fair value of the employee stock options. Although
the fair value of employee stock options is determined in accordance with ASC
718 using an option-pricing model, that value may not be indicative of the fair
value observed in a willing buyer/willing seller market
transaction.




36





Income
Taxes





The
Company accounts for income taxes in accordance with ASC Topic 740, “Income
Taxes.” ASC 740 requires a company to use the asset and liability method of
accounting for income taxes, whereby deferred tax assets are recognized for
deductible temporary differences, and deferred tax liabilities are recognized
for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion, or all of, the
deferred tax assets will not be realized.  Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment.





Under ASC
740, a tax position is recognized as a benefit only if it is “more likely than
not” that the tax position would be sustained in a tax examination, with a tax
examination being presumed to occur. The evaluation of a tax position is a
two-step process. The first step is to determine whether it is
more-likely-than-not that a tax position will be sustained upon examination,
including the resolution of any related appeals or litigation based on the
technical merits of that position. The second step is to measure a tax position
that meets the more-likely-than-not threshold to determine the amount of benefit
to be recognized in the financial statements. A tax position is measured at the
largest amount of benefit that is greater than 50 percent likely of being
realized upon ultimate settlement. Tax positions that previously failed to meet
the more-likely-than-not recognition threshold should be recognized in the first
subsequent period in which the threshold is met. Previously recognized tax
positions that no longer meet the more-likely-than-not criteria should be
de-recognized in the first subsequent financial reporting period in which the
threshold is no longer met. Penalties and interest incurred related to
underpayment of income tax are classified as income tax expense in the year
incurred.  No significant penalties or interest relating to income taxes
have been incurred during the six months ended June 30, 2010 and 2009. GAAP also
provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosures and transition.





Recent
Pronouncements





On
December 15, 2009, the FASB issued ASU No. 2010-06 Fair Value Measurements and
Disclosures Topic 820 “Improving Disclosures about Fair Value
Measurements”.  This ASU requires some new disclosures and clarifies
some existing disclosure requirements about fair value measurement as set forth
in Codification Subtopic 820-10. The FASB’s objective is to improve these
disclosures and, thus, increase the transparency in financial
reporting.  The adoption of this ASU did not have a material impact on
the Company’s consolidated financial statements.





On
February 25, 2010, the FASB issued ASU 2010-09 Subsequent Events Topic 855
“Amendments to Certain Recognition and Disclosure Requirements,” effective
immediately. The amendments in the ASU remove the requirement for an SEC filer
to disclose a date through which subsequent events have been evaluated in both
issued and revised financial statements. Revised financial statements include
financial statements revised as a result of either correction of an error or
retrospective application of U.S. GAAP. The FASB believes these amendments
remove potential conflicts with the SEC’s literature. The adoption of this ASU
did not have a material impact on the Company’s consolidated financial
statements.





On March
5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815
“Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the
guidance within the derivative literature that exempts certain credit related
features from analysis as potential embedded derivatives requiring separate
accounting. The ASU specifies that an embedded credit derivative feature related
to the transfer of credit risk that is only in the form of subordination of one
financial instrument to another is not subject to bifurcation from a host
contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives —
Recognition. All other embedded credit derivative features should be analyzed to
determine whether their economic characteristics and risks are “clearly and
closely related” to the economic characteristics and risks of the host contract
and whether bifurcation is required. The ASU is effective for the Company on
July 1, 2010. Early adoption is permitted. The adoption of this ASU will not
have a material impact on the Company’s consolidated financial
statements.




37





In April
2010, the FASB issued Accounting Standards Update 2010-13, “Compensation—Stock
Compensation (Topic 718): Effect of Denominating the Exercise Price of a
Share-Based Payment Award in the Currency of the Market in Which the Underlying
Equity Security Trades,” or ASU 2010-13. This Update provides amendments to
Topic 718 to clarify that an employee share-based payment award with an exercise
price denominated in currency of a market in which a substantial portion of the
entity’s equity securities trades should not be considered to contain a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity. The amendments in this Update are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2010. The Company does not expect the adoption of ASU 2010-17 to have a
significant impact on its consolidated financial statements.





Item
3.  Quantitative and Qualitative Disclosure about Market
Risk





Not
applicable.





Item
4. Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





The
Company’s Chief Executive Officer and Chief Financial Officer has evaluated
the effectiveness of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30,
2010. Based upon such evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of June 30, 2010, the Company’s
disclosure controls and procedures were ineffective. This conclusion by the
Company’s Chief Executive Officer and Chief Financial Officer does not
relate to reporting periods after June 30, 2010.





This
conclusion is based upon material weaknesses that relate to the
following:




1.  Accounting and Finance
Personnel Weaknesses – Our current accounting staff is relatively small
and we do not have the required infrastructure of meeting the higher demands of
being a U.S. public company.





2.  Lack of Internal Audit
Function – We lack sufficient resources to perform the internal audit
function.




In order
to mitigate these material weaknesses to the fullest extent possible, all
financial reports are reviewed by an outside accounting firm that is not our
audit firm. All unexpected results are investigated. At any time, if it appears
that any control can be implemented to continue to mitigate such weaknesses, it
will be immediately implemented.




Changes in Internal Control
Over Financial Reporting




38





No change
in the Company’s internal control over financial reporting occurred during the
six months  ended June 30, 2010, that materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.





PART
II - OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





We know
of no material, existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any material proceeding or pending litigation. There
are no proceedings in which any of our directors, officers or affiliates, or any
registered or beneficial stockholder, is an adverse party or has a material
interest adverse to our company.





ITEM
1A.  RISK FACTORS





Not
applicable.




ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





None.





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





None.





ITEM
4.  (Removed and Reserved)


None.





ITEM 5. OTHER INFORMATION




(a)
            None.





(b)
            There
      were no changes to the procedures by which security holders may recommend
      nominees to our board of directors.





Item
6. Exhibits





31.1
            Certification
      of the Chief Executive Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of the Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





39





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




PURE
      BIOFUELS CORP.By:
            /s/
      Carlos Alberto PintoCarlos
      Alberto Pinto
              Chief
      Executive Officer and Director




Date:
August 16, 2010




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:





Signature
            
            Title
            
            Date/s/
      Carlos Alberto Pinto
            
            Chief
      Executive Officer and Director
            
            August
      16, 2010Carlos
      Alberto Pinto
            
            (Principal
      Executive Officer)/s/
      Juan Santoyo
            
            Chief
      Financial Officer
            
            August
      16, 2010Juan
      Santoyo
            
            (Principal
      Financial Officer andPrincipal
      Accounting Officer)




40