Syntec Biofuel Inc - Amended Current report filing (8-K/A)
31 Marzo 2008 - 11:51AM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): October 24,
2007
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SYNTEC
BIOFUEL INC.
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(Exact
name of registrant as specified in its charter)
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Washington
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333-47514
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91-2031335
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Suite
206, 388 Drake Street
Vancouver,
British Columbia, Canada
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V6B
6A8
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number
(including
area code)
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(604)
681-1064
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(Former
name or former address if changed since last report)
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(Zip
Code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions.
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¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
1
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REGISTRANT’S
BUSINESS AND OPERATIONS
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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No events
to report.
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Item
1.02
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Termination
of a Material Definitive Agreement.
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No events
to report.
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Item
1.03
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Bankruptcy
or Receivership.
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No events
to report.
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SECTION
2
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FINANCIAL
INFORMATION
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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Asset Purchase
Agreement
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a.
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Date of Final
Completion
: October 24,
2007.
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b.
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Brief description of the assets
involved:
Syntec Biofuel Inc. (the “Registrant”) entered into an
asset purchase agreement with Montilla Capital Inc. (“Montilla”) on
September 28, 2007 to acquire co-ownership of the intellectual property
(including patents) related to “a method for producing catalysts and
processes for the manufacture of lower aliphatic alcohol (which includes
Ethanol) from Syngas” and all of the operational Assets to continue the
development and commercialization of the process. This sale was
subject to Syntec raising a minimum of $500,000 by December 31,
2007. The process will facilitate the production of ethanol
from syngas which is derived from
biomass.
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c.
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Identify of the person(s) from
which the assets were acquired
: The Registrant entered
into the agreement with Montilla Capital Inc. and
nominees.
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d.
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Nature and amount of
consideration
: Syntec Biofuel has issued 11,000,000 common shares
to Montilla Capital Inc. in exchange for co-ownership of the Intellectual
Property, and 100% of the assets and will assume the liabilities of
Montilla, estimated at $350,000. As of October 24, 2007, Syntec
Biofuel Inc. has raised $1,125,000 for the continued development of the
catalyst. After the acquisition of the assets and the issuance
of the 11,000,000 shares to Montilla Capital Inc., Syntec Biofuel has
28,102,500 common shares issued and
outstanding.
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e.
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Date of Amendment:
October 25, 2007
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f.
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Nature of Amendment
:
Syntec Biofuel and Montilla Inc. agreed to amend the asset purchase
agreement to give Syntec Biofuel Inc. 100% ownership of the Intellectual
Property instead of co-ownership.
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Item
2.02
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Results
of Operations and Financial
Condition.
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No events
to report.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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No events
to report.
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Item
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
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No events
to report.
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Item
2.05
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Costs
Associated with Exit or Disposal
Activities.
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No events
to report.
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Item
2.06
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Material
Impairments.
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No events
to report.
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SECTION
3
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SECURITIES
AND TRADING MARKETS
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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No events
to report.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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Item
3.03
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Material
Modification to Rights of Security
Holders.
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No events
to report.
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SECTION
4
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MATTERS
RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
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Item
4.01
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Changes
in Registrant’s Certifying
Accountant.
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No events
to report.
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Item
4.02
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
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No events
to report.
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SECTION
5
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CORPORATE
GOVERNANCE AND MANAGEMENT
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Item
5.01
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Changes
in Control of Registrant.
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No events
to report.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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No events
to report.
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Item
5.04
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Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans.
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No events
to report.
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Item
5.05
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Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code
of Ethics.
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No events
to report.
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Item
5.06
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Change
in Shell Company Status.
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No events
to report.
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SECTION
6
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ASSET-BACKED
SECURITIES
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Item
6.01
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ABS
Informational and Computational
Material.
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No events
to report.
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Item
6.02
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Change
of Servicer or Trustee.
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No events
to report.
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Item
6.03
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Change
in Credit Enhancement or Other External
Support.
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No events
to report.
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Item
6.04
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Failure
to Make a Required Distribution.
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No events
to report.
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Item
6.05
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Securities
Act Updating Disclosure.
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No events
to report.
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Item
7.01
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Regulation
FD Disclosure.
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No events
to report.
No events
to report.
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SECTION
9
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FINANCIAL
STATEMENTS AND EXHIBITS
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Item
9.01
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Financial
Statements and Exhibits.
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2.1*
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Asset purchase
and assignment agreement
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Amendment
to asset purchase agreement
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*
previously filed with the SEC
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SYNTEC
BIOFUEL INC.
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/s/
Michael Jackson
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Michael
Jackson, President
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March
28, 2008
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Date
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