UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, 2009

or

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

For the transition period from _______________ to _______________

Commission file number: 000-51932

SYNTEC BIOFUEL INC.

(Exact name of registrant as specified in its charter)


Washington

91-2031335

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


Suite 206, 388 Drake Street
Vancouver, British Columbia, Canada
V6B 6A8
(Address of principal executive offices) (Zip Code)

(604) 648-2090
Registrant's telephone number(including area code)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
[  ]  Yes     [X]  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[  ]  Yes     [X]  No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.


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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ] 

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

The aggregate value of the issuer's common stock held by non-affiliates (assuming that the issuer's only affiliates are its' directors, officers and 10% or greater stockholders) of the issuer as of December 31, 2009 was $8,444,748.80  

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable Date: March 26, 2010 - 35,837,412

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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PART I

Item 1. Business

General

The basic concept of Syntec's business plan is to license their core technology to third party operators who will pay Syntec a Licensing fee of $250,000 plus a royalty fee of 3% of sales (approx. $0.06 cents per gallon) of alcohol produced. Syntec will also earn commission on the sale of catalysts.   The business strategy is to license their technology to companies that will build smaller plants i.e. 12 MM gpy in close proximity or co-located with a feedstock supplier (to reduce biomass and transport costs and secure a guaranteed feedstock supply).  Syntec will also market technology licenses to companies such as Methanex, Sasol, B.P. Mitsui and Sabic that may utilize a portion of their natural gas to produce Mixed Alcohols, which have a higher commodity value than methanol.

In order to license our technology, we have to showcase our process in an industrial environment so that a potential licensee can see a tree going in one side and liquid fuel coming out the other side. To achieve this Syntec has to build a Pilot Plant which they can do by building a back end reactor to an existing gasifier at a reduced cost.

Syntec has been offered access to a 3 tpd gasifier in Mississippi which has been operating for over 4 years. Syntec proposes to engineer and build a reactor to fit onto the backend of this gasifier.

Syntec has achieved a yield of 110 gallons of alcohol per ton of biomass (one of the highest yields in the world) and will use the pilot facility as a showcase for viewing by potential licensees and investors. Such a Pilot plant is expected to cost approximately $3 million. 

On a more pragmatic level, Syntec is also planning to test their catalysts using natural gas which is currently used for heat and electricity as well as for production of methanol. Syntec will market their catalyst technology to companies producing methanol such as Methanex, Mitsui, B.P. Mitsubishi, Sabic and others who could increase revenue by producing a mixed alcohol that has a far greater value than methanol.

Syntec is continuously working on improving their catalysts to maximize yield and productivity. Subsequent to September 30, 2009, we have entered into a Collaborative Research Agreement with the University of British Columbia (UBC) who will perform the final stage of testing the effect of contaminants on Syntec's catalysts and enhancement of efficiencies prior to scale up to Pilot Plant.  Syntec donated laboratory equipment to UBC in lieu of part of the fees.  Syntec has also entered into a Joint Development Agreement with EERC (part of the University of North Dakota) to perfect a process to produce bio-butanol.

The Biofuel market has been battered by the financial melt down and low ethanol and methanol pricing tied to the price of oil. However, the future of biofuel is almost guaranteed with the US Government mandating 21 billion gallons of cellulosic biofuel by 2022 and the push towards a 15% blending requirement.

The corn ethanol producers have been hit hard with increased prices for Corn and a corresponding drop in price for ethanol. As a result, many companies have, and are, going bankrupt. Fortunately, the Syntec catalyst produces mixed alcohols which include Propanol and Butanol. These two alcohols sell for greater than $5 a gallon and raise the average price of our combined mix of alcohols well above the price of ethanol. This mitigates the risk of developing a process to produce diverse alcohols and is a hedge against betting on a single biofuel such as ethanol. There is the added tax credit incentive of $1.01 a gallon in the USA which will be shared with the refinery blenders and makes the production of ethanol and methanol an economically viable process.

Syntec is still very bullish on achieving success as a leader in the thermo-chemical race. Producing ethanol and other alcohols from waste biomass is still very compelling and our projected production cost of $0.88 per gallon is still one of the lowest in the biofuel industry. Our technology is far simpler and more stable than using enzymes and fermentation to break down cellulose and should consistently be able to be produced at a much lower price.

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Principal Products

Syntec's process is a biomass-to-alcohol (“B2A”) conversion path quite similar to modern day methanol or gas-to-liquid production processes used commercially by companies such as Methanex, Shell, and Sasol. The key differentiating factors are the feedstocks, catalysts and operating parameters. 

There are 3 basic steps in the B2A process:

  i. production of syngas (CO, H2) either through the gasification of biomass feedstock, or through steam reforming/partial oxidation of biogas or landfill gas,
  ii. conversion of syngas to bio-alcohols over Syntec catalyst in a fixed bed reaction unit,
  iii. separation and purification of bio-alcohols (high purity) to ethanol, methanol, n-propanol and n-butanol.

The B2A process has the potential for higher yields and lower production costs per ton of feedstock than any other  production path in commercial use today.  Furthermore, it is anticipated that the B2A process will enable the conventional ethanol industry to also use these well established chemical processes to obtain production and efficiency metrics beyond what traditional grain based fermentation processes can offer. 

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

Utilization of Syntec's proprietary Ethanol catalyst enables the B2A process to produce a mixed product of methanol, ethanol, propanol and butanol.  Syntec's bio-butanol development program with EERC  will utilize the B2A process in conjunction with a newly developed catalyst to produce bio-butanol.

The Company business model is to sell licenses and enter joint venture partnerships to generate revenue from licensing fees, royalty fees, joint venture profit participation, sale of turnkey facilities and commission on the sale of catalysts.

Source and Availability of Raw Materials

Raw materials and components for the current research and development phase of operations are available in close proximity to the facility. 

Upon commercialization, raw materials for Syntec's B2A process will be readily available due to the ability to utilize waste feed stocks such as mill residues, forest residues, agricultural residues and MSW. 

Intellectual Property

The Company owns the patent “Catalysts and processes for the manufacture of lower aliphatic alcohols from syngas” (patent number 7,384,987) which was approved on the 10th of June, 2008.  A second international Patent was applied for in July, 2008 and is now pending.  The Company considers the combination of the Syntec catalyst and the B2A process to be unique which differentiates the Company from its competitors.

Competitive Analysis

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

Competitive research is currently being undertaken to produce ethanol with catalytic synthesis (using various metals, slurry bed reactors or significantly higher pressure), enzymatic fermentation (which uses enzymes to break down bio-waste), dilute acid hydrolysis fermentation and concentrated acid hydrolysis fermentation.  Each of the